TCR_Public/100421.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 21, 2010, Vol. 14, No. 109

                            Headlines

ABITIBIBOWATER INC: Canadian Court Dismisses Request on EPA Issue
ABITIBIBOWATER INC: Committee Challenge Period Extended to May 14
ABITIBIBOWATER INC: Consensual Plan Seen Within "Next Few Weeks"
ABITIBIBOWATER INC: Dec. 31 Balance Sheet Shows $1.9-Bil. Deficit
ABITIBIBOWATER INC: Wants to Sell 4 Canadian Mills for C$13.8MM

AFFINITY GROUP: S&P Assigns 'B-' Rating on $144.3 Mil. Senior Loan
AIMS WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $4.3 Million
ALAMO IRON: Gets Court's Nod to Hire Anthony Wolf as CRO
ALLBRITTON COMMUNICATIONS: Moody's Assigns 'B2' Rating on Bonds
ALLBRITTON COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B'

ALMATIS: Lawyers Tapped for Chapter 11 Filing
AMERICAN PIONEER: A.M. Best Cuts FSR to B+ From B++
AMERICOLD WAREHOUSE: Moody's Assigns 'Ba3' Corporate Family Rating
AMWINS GROUP: Moody's Affirms Corporate Family Rating at 'B2'
APRIA HEALTHCARE: Moody's Confirms 'Ba3' Corporate Family Rating

APRIA HEALTHCARE: S&P Raises Rating on $317 Mil. Notes to 'BB-'
ARTISAN HOTEL: Files List of 20 Largest Unsecured Creditors
ARTISAN HOTEL: Files Schedules of Assets & Liabilities
ARTISAN HOTEL: Gets OK to Hire David J. Winterton as Local Counsel
ARTISAN HOTEL: Wants to Hire Christensen Law as Bankr. Counsel

ASAP OVERHEAD: Case Summary & 20 Largest Unsecured Creditors
ASSOCIATED MATERIALS: S&P Puts 'CCC+' on CreditWatch Positive
ATLANTIC BANCGROUP: Mauldin & Jenkins Raises Going Concern Doubt
BIOVEST INT'L: Has Deal with Largest Creditor on Ch. 11 Exit
BOISE PAPER: S&P Changes Outlook to Positive, Affirms 'BB-' Rating

BOND RANCH: Gets Interim Nod to Hire Squire as Bankruptcy Counsel
BOND RANCH: Section 341(a) Meeting Scheduled for June 4
BRIGGS-COCKERHAM, LLC: Voluntary Chapter 11 Case Summary
BROOKSIDE TECHNOLOGY: Vicis Invests Add'l $3-Mil. in Equity
BRUNDAGE-BONE: Seeks to Obtain Letters of Credit From Wells Fargo

CALVARY BAPTIST: Files List of 20 Largest Unsecured Creditors
CALVARY BAPTIST: Section 341(a) Meeting Scheduled for May 11
CAMPMED CASUALTY: A.M. Best Upgrades FSR to 'a'
CATALINA LIGHTING: Evolution Acquires Assets Out of Chapter 11
CELL THERAPEUTICS: Pixantrone Follow-on Trial to Cost $24-Mil.

CELL THERAPEUTICS: Pulls Back Projected Operating Expenses by 21%
CENTURY ALUMINUM: S&P Completes Review on Rated Debt Obligations
CHEMTURA CORP: Settles 2004 Class-Action Suit
CHESTER DOWNS: S&P Raises Corporate Credit Rating to 'B-'
CHINA FRUITS: Lake & Associates Raises Going Concern Doubt

CHINA LOGISTICS: Lakes & Associates Raises Going Concern Doubt
CHINA MEDIA: Albert Wong Raises Going Concern Doubt
CIRTRAN CORP: Dec. 31 Balance Sheet Upside-Down by $6.0 Million
CITADEL BROADCASTING: Seeks July 19 Extension for Plan Filing
CITADEL BROADCASTING: Titan Wants Prompt Decision on Deal

CITADEL BROADCASTING: Wants Lease Decision Extension Until June 18
CITIGROUP INC: Names Kelly Chairman of Global Banking
CONGOLEUM CORP: Reaches $40 Million Coverage Deal with Chartis
CONSTITUTIONAL CASUALTY: A.M. Best Downgrades FSR to 'C+'
CONSTITUTION LIFE: A.M. Best Affirms FSR at B+

COOPER-STANDARD: Settlement with Cooper Tire Approved
COUNTRYWIDE FINANCIAL: Probe Moving Closer to Resolution
D & H PROPERTIES: Voluntary Chapter 11 Case Summary
DEEP MARINE: May 17 Auction Slated for Four Vessels
DENNY HECKER: Trustee Gets Court Order to Access Medina Home

DORAL FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'B-'
DOUGLAS DYNAMICS: Moody's Assigns 'B2' Rating on $40 Mil. Loan
DUBAI WORLD: Said to Offer 1% Interest on New Loans
DUBAI WORLD: Unit to Pay $8.2-Bil. to Creditors in June
DUNE ENERGY: S&P Retains 'CCC-' Rating on $300 Mil. Notes

EAST WEST: To Present Plan for Confirmation on May 27
EASTMAN KODAK: Apple Files Countersuit for Use of Own Technology
ELAN CORPORATION: Moody's Retains 'B2' Corporate Family Rating
ELECTROGLAS INC: Commences Review of Proofs of Claim
ELECTROGLAS INC: May 26 Confirmation Hearing on Liquidating Plan

ENCORE ACQUISITION: Moody's Withdraws 'B1' Rating on Senior Notes
ENERGY TRANSFER: Moody's Withdraws 'Ba2' Rating on $1.75BB Notes
ENVIRONMENTAL INFRASTRUCTURE: Dec. 31 Balance Upside-Down by $2.9M
ERICKSON RETIREMENT: Plan Confirmed; Ch. 11 Exit by May Seen
ERICKSON RETIREMENT: Proposes Hickory Chase Settlement

ERICKSON RETIREMENT: Seeks April 30 Extension for DIP Financing
EXCELLENCY INVESTMENT: M&K CPAs Raises Going Concern Doubt
FEDERAL-MOGUL: Elects D. Ninivaggi as Non-Independent Director
FEDERAL-MOGUL: Extends J.M. Alapont Employment Pact Thru 2013
FEDERAL-MOGUL: Wants Final Decree Closing 75 Cases

FEEL GOLF: Farber Hass Raises Going Concern Doubt
FIELDSTONE MORTGAGE: Rejects Parent Co.'s Software Contracts
FIRST COMMUNITY: Files Chapter 11 in Columbus
FIRST FEDERAL: Deloitt & Touche Raises Going Concern Doubt
FOREVERGREEN WORLDWIDE: Posts $1.2 Million Net Loss for 2009

FRANCIS GROUP: Case Summary & 9 Largest Unsecured Creditors
GEMS TV: Wants to Hire Focus Management as Financial Advisor
GEMS TV: Gets OK to Hire Epiq Bankruptcy as Claims Agent
GEMS TV: Taps Young Conaway as Bankruptcy Counsel
GENERAL GROWTH: Brookfield Won't Raise $2.6 Billion Offer

GENMED HOLDING: Meyler & Company Raises Going Concern Doubt
GEO GROUP: Moody's Reviews Senior Unsecured Rating at 'B1'
GENERAL MOTORS: To Disclose Early Repayment Treasury Loans
GMAC INC: Jack Stack Joins as Independent Director
GRANT FOREST: Georgia-Pacific Gets Ok to Buy Firm's Facilities

GRANT JOHNISEE, SR: Case Summary & 18 Largest Unsecured Creditors
GREEN VALLEY: S&P Downgrades Corporate Credit Rating to 'D'
GREENSHIFT CORP: Rosenberg Rich Raises Going Concern Doubt
HORIZON BANCORPORATION: Francis & Co. Raises Going Concern Doubt
HORIZON LINES: S&P Affirms Corporate Credit Rating at 'B'

HSP INVESTMENT: Chapter 11 Case Dismissed on Bad Fa4ith Filing
INFOLOGIX INC: McGladrey & Pullen Raises Going Concern Doubt
INNOVATIVE COMPANIES: Wants to Sell Excess Assets to Cut Expenses
INTEGRATED ENVIRONMENTAL: Weaver Martin Raises Going Concern Doubt
INTERNATIONAL ALUMINUM: Unsecured Creditors Oppose Chapter Plan

INTERNATIONAL PERSONAL: Fitch Assigns 'BB+' Rating on Medium Notes
INVACARE CORP: S&P Gives Positive Outlook; Affirms 'B+' Rating
JEVCO INSURANCE: A.M. Best Upgrades FSR to 'B++'
JOE DEAN: Voluntary Chapter 11 Case Summary
JP MORGAN CHASE: DBRS Confirms Class L at 'CCC'

JUSTIN GEORGES: Case Summary & 20 Largest Unsecured Creditors
KENDALL COUNTY: Section 341(a) Meeting Scheduled for May 3
KRISPY KREME: Posts $157,000 Net Loss for Jan. 2010 Fiscal Year
LAUTH INVESTMENT: Mediator Named to Clear Way for Plan
LEHMAN BROTHERS: Barclays Want Financial Analysis on Sale

LEHMAN BROTHERS: Buyers Make Six-Figure Bids for Fuld Portrait
LEHMAN BROTHERS: Court Approves Asset Management Agreements
LEHMAN BROTHERS: Court Lets U.S. Bank Dispose of LB ABS Assets
LEHMAN BROTHERS: Elliot Management Can Trade In Claims
LEHMAN BROTHERS: Fine Tunes Plan; Unsecureds to Recover 14.7%

LEHMAN BROTHERS: Merit's Plan Exclusivity Extended Until Sept. 15
LEHMAN BROTHERS: Subpoenas Goldman, 4 Investment Firms
LEHMAN BROTHERS: Wins OK for Kleyr as Special Counsel
LEHMAN BROTHERS: Urged to Fix Problems in 2008, Bernanke Says
LEHMAN BROTHERS: Has Support From Committee on Litigation Hedge

LICCO RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
LKQ CORPORATION: Moody's Raises Corporate Family Rating to 'Ba2'
MAGNACHIP SEMICONDUCTOR: Court Dismisses Chapter 11 Proceedings
MARKETXT HOLDINGS: Court Rejects Empyrean's Good Faith Defense
MARQUETTE NATIONAL: A.M. Best Cuts FSR to B+ From B++

MAX FUNDING: Moody's Junks Rating on Class B Notes From 'B1'
MERRILL LYNCH FINANCIAL: DBRS Downgrades Class F to 'CCC'
MESA AIR: AAR Corp. Wants to Trade in 1,120,000 Shares
MESA AIR: Responds to Delta's Lawsuit & Asserts Counterclaims
MESA AIR: Subsidiaries File Schedules of Assets & Liabilities

MIDWAY GAMES: Judge Gross Tells Ill. Labor Dept. to Stop
MILL RACE: Case Summary & 7 Largest Unsecured Creditors
MMM HOLDINGS: Moody's Affirms Corporate Family Rating at 'B2'
MOLECUALR INSIGHTS: Gets 30-Day Extension of Waiver Agreement
MOODY NATIONAL: Default Interest Owed Despite Reinstatement

MOVIE GALLERY: Committee Can Hire Kelley Drye as Conflicts Counsel
MOVIE GALLERY: Court Permits Panel to Hire Hunton as Local Counsel
MOVIE GALLERY: Creditors' Committee Can Hire Pachulski as Counsel
NATHAN REUTER: Owes $2.76 Million to Investor Group, Judge Says
NEENAH ENTERPRISES: Files Amended Ch. 11 Plan of Reorganization

NETVERSANT SOLUTIONS: Court Has Jurisdiction Over Sold Asset
NORTEL NETWORKS: Court to Consider Riedel's $4MM Bonus on May 5
NPS PHARMACEUTICALS: Annual Stockholders' Meeting on May 19
NPS PHARMACEUTICALS: To Sell 9 Million Common Shares
N.Y.C. OFF-TRACK: Says Customers' Winnings, Accounts Are Safe

OCCUPATIONAL & MEDICAL: Court Acknowledges Chapter 15 Case
OCEANAIRE TEXAS: To Sell Asset to Landry's for $23.6 Million
OPENSIDED MRI: Files for Chapter 11 Bankruptcy in Richmond
OPUS SOUTH: Court Extends Deadline to Remove Actions to July 16
OPUS SOUTH: Court Okays Polsinelli Employment as Conflicts Counsel

OPUS WEST: Seeks Court Approval of RGH Geotechnical Settlement
OPUS WEST: Professionals File Final Fee Applications
OPUS WEST: Parent Asks Court to Dismiss Lawsuit
ORIENTAL REPUBLIC: DBRS Raises LT Foreign Currency Rating to 'BB'
ORLEAN HOMEBUILDERS: EVP & CFO G. Herdler Resigns

OSYKA CORP: Co-Movant's Silence in Court Becomes Binding
PACIFIC ETHANOL: Files Amended Reorganization Plan
PACIFIC STATE BANCORP: Perry-Smith LLP Raises Going Concern Doubt
PALM INC: Adopts Key Employee Retention Program
PALM INC: Devices No Longer Sold at RadioShack

PALM INC: SVP for Software and Services Steps Down
PAN OCEANIC: Case Summary & 15 Largest Unsecured Creditors
PARK-OHIO INDUSTRIES: Moody's Confirms 'B3' Corp. Family Rating
PAYMENT DATA: Recurring Losses Prompt Going Concern Doubt
PERRY COUNTY: Files Schedules of Assets and Liabilities

PERSONALITY HOTELS: Files Schedules of Assets and Liabilities
PERSONALITY HOTELS: U.S. Trustee Forms 5-Member Creditors Panel
POINT BLANK: Has $14.7 Million Interim Financing
QIMONDA N.A.: Wants Until August 20 to File Chapter 11 Plan
QUALITY CANDY: Wants Court's Approval to Sell All Assets

RESERVE CAPITAL: N.D.N.Y. Upholds Sanctions Against Debtor
RESIDENTIAL HEATING: Files for Bankruptcy Under Chapter 7
RICHARD FUSCONE: Files List of 20 Largest Unsecured Creditors
RICHARD FUSCONE: Section 341(a) Meeting Scheduled for May 5
RICHARD FUSCONE: Taps Meister Seelig as Bankruptcy Counsel

ROTHSTEIN ROSENFELDT: Court Approves Freeze of $33 Million Assets
ROYAL INVEST: Meyler & Company Raises Going Concern Doubt
RUMSEY LAND: Wants Plan Filing Deadline Extended Until May 14
RVL TEXAS: Plan Proposes to Sell 3 Primary Assets to Pay Claims
RYLAND GROUP: Fitch Assigns 'BB' Rating on $300 Mil. Senior Notes

RYLAND GROUP: S&P Assigns 'BB-' Rating on $300 Mil. Senior Notes
SAN DIEGO, CA: Attorney Says Bankruptcy Speculation "Silly"
SARATOGA RESOURCES: Posts $27.3 Million Net Loss in 2009
SCOTSMAN INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating
SELECTCARE OF TEXAS: A.M. Best Affirms FSR at B+

SES SOLAR: Posts $1.2 Million Net Loss in 2009
SHAW GROUP: S&P Affirms Corporate Credit Rating at 'BB+'
SKILLED HEALTHCARE: Moody's Affirms 'B1' Corporate Family Rating
SKYE INTERNATIONAL: Dec 31 Balance Sheet Upside-Down by $2 Mil.
SKYHAWK VILLAGE: Files for Bankruptcy Under Chapter 7

SMURFIT-STONE: Wins OK to Use $650 Million Revolving Exit Facility
SONRISA PROPERTIES: Files Amended Schedules of Assets & Debts
SONRISA PROPERTIES: Plan Proposes to Restructure Compass Bank Debt
SPANSION INC: Management Plan Confirmed; Noteholder Plan Rejected
SPANSION INC: Proposes to Extend Kispert's Bonus Period

SPRINT NEXTEL: Fitch Assigns 'BB' Rating on $2.25 Bil. Facility
STATION CASINOS: Creditors Support $772 Million Stalking Horse Bid
STATLER TOWER: To Sell Construction Assets on May 1
STRATUS MEDIA: Goldman Parks Raises Going Concern Doubt
SUNRISE REAL: Kenne Ruan Raises Going Concern Doubt

TECK RESOURCES: S&P Raises Corporate Credit Rating From 'BB+'
TRAILER BRIDGE: S&P Changes Outlook to Stable; Affirms B- Ratings
TRANSAX INT'L: Dec. 31 Balance Sheet Upside-Down by $7.4-Mil.
URS CORP: S&P Raises Corporate Credit Rating to 'BB+'
UAL CORP: Said to Shift Merger Focus to Continental Air

US CONCRETE: S&P Withdraws 'D' Corporate Credit Rating
VALASSIS COMMUNICATIONS: Moody's Raises Corp. Family Rating to Ba3
VERMILLION INC: Court OKs Management Incentive Plan for Directors
VILLAGE GREEN: Case Summary & 20 Largest Unsecured Creditors
VIRGINIA RESOURCES: Moody's Assigns 'Ba3' Corporate Family Rating

VISTEON CORP: Can Hire Plews Shadley as Environmental Counsel
VISTEON CORP: Court Allows $13.3 Million in Fees for Sept. to Nov.
VISTEON CORP: Court Okays Sale of 2 Plants to JCI for $17 Million
VISTEON CORP: Shareholders Want Official Committee
VITERRA INC: S&P Puts 'BB+' Rating on CreditWatch Positive

VYTERIS INC: Amends Employment Deal with CEO Hartounian, CFO Himy
VYTERIS INC: Lehman Brothers Bankhaus Holds 1.0% of Shares
WENTWORTH ENERGY: Posts $10,078,577 Net Loss for 2009
WESCORP ENERGY: December 31 Balance Sheet Upside-Down by $11.2 Mln
WESTLAND DEVCO: Taps Navigant Capital as Financial Advisor

WHITE BIRCH: Court Acknowledges Case as Foreign Main Proceeding
WILLIAM K HAINES: Was Until June 14 to Propose Reorganization Plan
WORKSTREAM INC: Feb. 28 Balance Sheet Upside-Down by $15.5-Mil.
XERIUM TECHNOLOGIES: Proposes to Pay Employee Obligations
XERIUM TECHNOLOGIES: Proposes to Use Lenders' Cash Collateral

XERIUM TECHNOLOGIES: Seeks to Obtain $80 Million DIP Financing
XERIUM TECHNOLOGIES: Wants Order Enforcing Automatic Stay
YOUNG BROADCASTING: Court to Confirm Management Plan
ZAYAT STABLES: Files Plan to Pay Secured Lender in Full Over Time

* Bank Failures This Year Now 50 As 8 Banks Shut April 16
* SEC Probes Other Soured Mortgage Deals by Wall Street's Firms

* Perkins Coie Opens Dallas Office; Steve Smith to Take Charge

* INSOL Discloses Global Insolvency Practice 2nd Graduating Class

* Upcoming Meetings, Conferences and Seminars


                            *********


ABITIBIBOWATER INC: Canadian Court Dismisses Request on EPA Issue
-----------------------------------------------------------------
The Honorable Mr. Justice Clement Gascon dismissed the request of
the Province of Newfoundland and Labrador for a declaration that
will ultimately allow it to seek from Abiti-Consolidated Inc. and
its Canadian affiliates payment of environmental obligations
relating to the cleanup of certain sites.

As previously reported, Newfoundland and Labrador contended that
the CCAA Applicants' industrial activities in the Provinces since
1905 resulted in the release of substances into the environment in
amounts, concentrations and at rates that have caused and will
continue to cause, an adverse effect both on and adjacent to those
sites.

The affected Sites include:

  (i) the mining and processing of minerals at the Buchans mine;

(ii) the pulp and paper operations at the Grand Falls-Windsor
      mill;

(iii) the pulp and paper operations at the Stephenville mill;

(iv) the shipping and storing operations at the Botwood site;
      and

  (v) logging camps at approximately 50 different locations
      across the Province.

The Province asserts that as a result, the CCAA Applicants have
incurred statutory obligations owed to them for environmental
remediation, which are noted in orders issued on November 12,
2009, by Her Majesty the Queen in Right of the Province of
Newfoundland and Labrador, through the Minister of Environment and
Conservation in the Province and pursuant to the Canadian
Environmental Protection Act.

The Province may seek environmental claims that "could run up to
C$200 million," CBC.ca reported.

"The hard reality of real time litigation in CCAA restructurings
is that parties do not have the luxury of debating forever their
disagreements.  This is simply not possible when the debtor is
fighting for survival," Mr. Justice Gascon held.  "The preferred
route to follow remains, at least in the Court's view, to try to
find an acceptable forum where each side is able to fully present
their position, and get it ruled upon."

The Canadian Court called on the Parties to arbitrate their issues
on an appropriate forum, ideally sooner rather than later, as the
CCAA restructuring "may be put in jeopardy" absent a resolution.

"It went through the court process and that decision was made.
We'll have to respect that process and we'll have to review our
options," Environment Minister Charlene Johnson told CBC.ca.

"One of the options of course is to appeal that decision," Ms.
Johnson noted, according to the report.  "We haven't had the
opportunity yet to sit down yet and talk through that.  We'll just
have to take our time and do what's in the best interest of the
province."

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Committee Challenge Period Extended to May 14
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved a stipulation among the Official
Committee of Unsecured Creditors, Wachovia Bank, N.A., The Bank of
Nova Scotia and Law Debenture Trust Company of New York, extending
to May 14, 2010, the period within which the Creditors' Committee
may challenge the stipulations, admissions and released in the
Final Securitization Order, solely as they relate to the Term Loan
creditors and Term Loan Documents relating to Abitibi-Consolidated
Company of Canada.

As previously reported, the Court authorized AbitibiBowater,
Inc., and its debtor-affiliates, on a final basis, to borrow up to
$360,000,000, under a Senior Secured Superpriority Debtor-in-
Possession Credit Agreement, dated as of April 21, 2009, with
Fairfax Financial Holdings Ltd. and Avenue Investments, L.P., as
Initial Lenders, and Law Debenture Trust Company of New York, as
administrative and collateral agent.  On a final basis, the Court
also allowed the Debtors to enter into and perform under the
Amended and Restated Securitization Program, a "receivables
purchase facility" among (1) Abitibi-Consolidated, Inc. and
Abitibi Consolidated Sales Corporation or "the Abitibi Group" as
Originators, (2) Abitibi Consolidated U.S. Funding Corp. and
Donohue Group as Guarantors, (3) Citibank, as Agent, and (4)
Barclays Capital Inc., as Syndication Agent.  ACI and ACSC
originate accounts receivables under an Amended and Restated
Receivables Purchase Agreement with ACI Funding, Eureka
Securitization, PLC, Citibank, Citibank, N.A., London Branch, as
agent.  Judge Carey subsequently entered a final order on July 1,
2009, approving, in connection with implementation of the Amended
and Restated Securitization Program, the receivables agreements,
which have been amended and restated as of June 16, 2009.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Consensual Plan Seen Within "Next Few Weeks"
----------------------------------------------------------------
Bloomberg News' Bill Rochelle reports that AbitibiBowater Inc.,
said it hopes to file a "consensual" reorganization plan within
the "next few weeks."  Mr. Rochelle further reports that Abitibi
secured consent from the lenders to extend the plan-filing
deadline to May 4 under the financing agreement for the Chapter 11
case.

According to Mr. Rochelle, by working on a consensual plan,
Abitibi implies that it is attempting to mollify the creditors'
committee with regard to the panel's belief that there are defects
in parts of a $400 million term loan made in April 2008.  The
committee, Mr. Rochelle recalls, believes the loan was a
fraudulent transfer as to subsidiaries who guaranteed new debt
because they were not obligated on the debt being paid off or
refinanced.

According to AbitibiBowater Bankruptcy News, the Debtors have
asked Judge Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware to further extend the period within
which they may exclusively:

(a) file a Chapter 11 plan through July 21, 2010; and
(b) solicit acceptances of that plan through September 9, 2010.

The Debtors' current Exclusive Plan Filing Period expired on
April 15, 2009.  The current Exclusive Solicitation Period ends on
June 11, 2010.

AbitibiBowater Bankruptcy News reports that Sean T. Greecher,
Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington,
Delaware informed the Court that, with respect to the formulation
of a Chapter 11 plan, the Debtors are:

-- presently engaged in ongoing discussions with their key
    creditor constituencies that are anticipated to result in
    a consensual framework;

-- developing a comprehensive Strategic Plan, Financial
    Forecast and Business Plan;

-- preparing an enterprise valuation for the reorganized
    Company; and

-- creating a Recovery Model for allocating creditor
    recoveries under the Company's reorganization plans.

"These projects are now essentially complete and set the stage for
ongoing negotiations between the Company and its key creditor
constituents, including advisors to the Official Committee and the
Ad Hoc Bondholders Committee," Mr. Greecher said, according to
AbitibiBowater Bankruptcy News.

                    About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Dec. 31 Balance Sheet Shows $1.9-Bil. Deficit
-----------------------------------------------------------------
AbitibiBowater, Inc., and its debtor-affiliates in the United
States and Canada filed with the U.S. Securities and Exchange
Commission an annual report for the year ended December 31, 2009.

AbitibiBowater listed assets totaling $7.1 billion as of
December 31, 2009, which shows a decrease of $1 billion compared
to December 31, 2008, due to planned reductions in inventory
levels, the sale of assets and the impairments of long-lived
assets and assets held for sale, partially offset by an increase
in cash and cash equivalents.

Cash and cash equivalents were $774 million as of December 31,
2009, an increase of $582 million compared to December 31, 2008.
This increase was primarily due to borrowings under the Company's
debtor-in-possession financing arrangements, proceeds from the
sale of its interest in Manicouagan Power Company, sales of
timberlands, and proceeds from alternative fuel mixture tax
credits, as well as the stay of payments related to prepetition
accounts payable and accrued liabilities, including the stay of
interest payments related to certain prepetition debt
obligations.

David Paterson, AbitibiBowater's president and chief executive
officer, disclosed that during 2009, the Company's significant
asset sales included:

  -- 60% interest in Manicouagan Power Company;

  -- an aggregate of 491,356 acres of timberlands, primarily
     located in the province of Quebec, and other assets for
     aggregate consideration of $119 million; and

  -- participation in a transaction pursuant to which the
     Company received approximately C$29 million or
     US$27 million from a subsidiary's proceeds sharing
     arrangement related to a third party's sale of timberlands,
     for which $24 million of income, net, was recorded and
     proceeds were deposited in trust with the Ernst & Young,
     Inc., as the Court-appointed monitor of the proceedings under
     the Companies' Creditors' Arrangement Act in Canada.

                   Environmental Matters

Mr. Paterson noted that the Company is subject to a variety of
federal, state, provincial and local environmental laws and
regulations in the jurisdictions in which it operates.  As of
December 31, 2009, AbitibiBowater has recorded $27 million for
environmental liabilities, which represents the management's
estimate based on an assessment of relevant factors and
assumptions of the ultimate settlement amounts for environmental
liabilities.

AbitibiBowater may be a "potentially responsible party" with
respect to six hazardous sites, consisting of:

  * two sites on timberland tracts in South Carolina;

  * several hundred steel drums containing textile chemical
    residue that were discarded by unknown persons;

  * a mill in Coosa Pines that contained buried drums;

  * Organic Chemicals Inc. in Grandville, Michigan, which
    remediation cost is estimated to be $10 million;

  * Alburn Incinerator at Lake Calumet Cluster, Chicago,
    Illinois; and

  * Alternate Energy Resources.

The Waste Sites are being addressed pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 or
the Resource Conservation and Recovery Act corrective action
authority, according to Mr. Paterson.

Mr. Paterson further related that in November 2009, the province
of Newfoundland and Labrador issued five orders under Section 99
of its Environmental Protection Act to require AbitibiBowater to
proceed immediately with the environmental remediation of various
sites formerly owned or operated by the Company.

The Company was also required by the Quebec Ministry of Natural
Resources for some penal violations related to woodlands
operations, which proposed penalties are above C$100,000.

                      Legal Proceedings

AbitibiBowater is also involved in various legal proceedings
relating to contracts, commercial disputes, taxes, environmental
issues, employment and workers' compensation claims.

On November 12, 2009, the province of Newfoundland and Labrador
issued five orders under Section 99 of its Environmental
Protection Act that required AbitibiBowater to proceed
immediately with the environmental remediation of various sites
formerly owned or operated by the Company.

In a separate development, AbitibiBowater sought to reject a Call
Agreement with respect to Augusta Newsprint Inc.  The Call
Agreement obligated Abitibi Consolidated Sales Corporation to
either buy out ANI at a price well above market, or risk losing
all of its equity in the joint venture pursuant to forced sale
provisions.  Judge Kevin J. Carey of the U.S. Bankruptcy Court
for the District of Delaware granted the request in October 2009,
which order was appealed by the counterparties.  Counterparties
to the Call Agreement also filed proofs of claim for
approximately C$260 million and US$214 million in the CCAA and
Chapter 11 claims process.

Mr. Paterson further noted that in March 2010, Woodbridge Company
Limited, Woodbridge International Holdings Limited and Woodbridge
International Holdings SA sought to "force" ACSC to reject a
partnership agreement governing ANC.  If ACSC were forced to
reject the partnership agreement, the future of the Augusta mill
would be uncertain, he pointed out.

Also, following the announcement of the permanent closure of
Donnacona, Quebec paper mill, on December 3, 2008, the Centrale
Syndicale Nationale and the employees of the Donnacona mill filed
against AbitibiBowater, Investissement Quebec and the Government
of the province of Quebec a civil lawsuit before the Superior
Court of the district of Quebec.  The CSN and the Donnaconna mill
employees argued that AbitibiBowater failed to respect the
obligations subscribed in the context of a loan made by
Investissement Quebec.  They filed a grievance claim for labor
arbitration on the same basis, asserting approximately
$48 million in salaries through April 30, 2011, as well as moral
and exemplary damages.  The Litigation is stayed as a result of
the CCAA Proceedings.

In June 2007, The Levin Group, L.P., filed a complaint against
Bowater in the Supreme Court of New York, New York County,
asserting claims for breach of contract and related claims
relating to certain advisory services purported to have been
provided by the plaintiff in connection with the 2007 merger of
Abitibi-Consolidated Inc. and Bowater Incorporated.  The Levin
Group seeks damages of not less than $70 million, related costs
and certain other relief.  The Complaint was dismissed and,
before the Petition Date, the complaint was pending before the
Court of Common Pleas in Greenville County, South Carolina.  The
litigation is stayed as a result of the filing of
AbitibiBowater's Chapter 11 cases.  In a related motion filed
with the Bankruptcy Court, AbitibiBowater sought to reject the
engagement letter it entered into with The Levin Group.  The
Levin Group subsequently filed an $88 million claim in
AbitibiBowater's Chapter 11 cases.

On April 26, 2006, AbitibiBowater received a notice of violation
from the U.S. Environmental Protection Agency alleging four
violations of the Clean Air Act at the Calhoun newsprint mill for
which penalties in excess of $100,000 could have been imposed.
The Company settled the matter with the U.S. Environmental
Protection Agency and the Department of Justice in 2009 for a
civil penalty of $30,000 and mutually agreeable permit limits.

Moreover, since late 2001, Bowater Inc. and other paper companies
have been named as defendants in asbestos personal injury actions
that generally allege occupational exposure to numerous products.
The Company has denied the allegations and no specific product
has been identified by the plaintiffs in any of the actions as
having caused or contributed the alleged asbestos-related injury.
These personal injury lawsuits have been filed by approximately
1,800 claimants who sought monetary damages in civil actions
pending in state courts in Delaware, Georgia, Illinois,
Mississippi, Missouri, New York and Texas -- of which 1,000
claims have been dismissed, either voluntarily or by summary
judgment, and about 800 claims remain.

"We believe that these matters will not have a material adverse
effect on our results of operations or financial position," Mr.
Paterson said.

As of December 31, 2009, the Company employed approximately
12,100 people, of whom approximately 8,800 were represented by
bargaining units.  The unionized employees are represented
predominantly by the Communications, Energy and Paperworkers
Union in Canada and predominantly by the United Steelworkers
Union in the U.S.

As of February 28, 2010, there were 54,703,212 shares of
AbitibiBowater Inc. common stock outstanding.

A full-text copy of AbitibiBowater's 2009 Annual Report on
Form 10-K is available at the SEC at:

             http://ResearchArchives.com/t/s?5ff7

                     ABITIBIBOWATER INC.
                  Consolidated Balance Sheet
                   As of December 31, 2009

ASSETS
Cash and cash equivalents                           $774,000,000
Accounts receivables, net                            644,000,000
Inventories, net                                     581,000,000
Assets held for sale                                  52,000,000
Other current assets                                 121,000,000
                                               -----------------
Total Current Assets                              2,172,000,000

Fixed assets, net                                  3,897,000,000
Goodwill                                              53,000,000
Amortizable intangible assets, net                   473,000,000
Other Assets                                         517,000,000
                                               -----------------
Total Assets                                     $7,112,000,000
                                               =================

LIABILITIES AND DEFICIT
Liabilities not subject to compromise
Current liabilities:
Accounts payable and accrued liabilities           $462,000,000
Debtor-in-possession financing                      206,000,000
Short-term bank debt                                680,000,000
Current portion of long-term debt                   305,000,000
Liabilities associated with assets
  for sale                                            35,000,000
                                               -----------------
Total current liabilities                         1,688,000,000

Long-term debt, net of current portion              274,000,000
Pension & other post-retirement projected
benefit obligations                                  89,000,000
Other long-term liabilities                         162,000,000
Deferred income taxes                               107,000,000
                                               -----------------
Total liabilities not subject to compromise       2,320,000,000

Liabilities subject to compromise                  6,761,000,000
                                               -----------------
Total Liabilities                                 9,081,000,000

Commitments and contingencies
Deficit:
AbitibiBowater Inc. shareholders' deficit:
Common stock                                         55,000,000
Exchangeable shares                                 173,000,000
Additional paid-in capital                        2,522,000,000
Deficit                                          (4,391,000,000)
Accumulated other comprehensive loss               (450,000,000)
                                               -----------------
Total AbitibiBowater, Inc. shareholders'         (2,091,000,000)
  deficit

Non-controlling interests                           122,000,000
                                               -----------------
Total deficit                                    (1,969,000,000)
                                               -----------------
Total Liabilities and Deficit                     $7,112,000,000
                                               =================

                       ABITIBIBOWATER INC.
              Consolidated Statement of Operations
                  Year Ended December 31, 2009

Sales                                             $4,366,000,000
Costs and expenses
Cost of sales                                     3,343,000,000
Depreciation, amortization & cost of timber         602,000,000
Distribution costs                                  487,000,000
Selling & administrative expenses                   198,000,000
Impairment of goodwill                                        -
Closure costs, impairment of assets                 202,000,000
Arbitration award                                             -
Net gain on disposition of assets                   (91,000,000)
                                               -----------------
Operating loss                                      (375,000,000)

Interest expense                                    (597,000,000)
Other (expense) income, net                          (71,000,000)
                                               -----------------
Loss before reorganization items                  (1,043,000,000)
Reorganization items                                (639,000,000)
                                               -----------------
Loss before income taxes & extraordinary item     (1,682,000,000)
Income tax benefit                                   122,000,000
                                               -----------------
Loss before extraordinary item                    (1,560,000,000)
Extraordinary loss on expropriation of assets                  -
                                               -----------------
Net loss including non-controlling assets         (1,560,000,000)
Net loss (income) attributable to
non-controlling interests                             7,000,000
                                               -----------------
Net (loss) income attributable to
AbitibiBowater, Inc.                             ($1,553,000,000)
                                               =================

                      ABITIBIBOWATER INC.
              Consolidated Statement of Cash Flows
                Year Ended December 31, 2009

Cash flows from operating activities:
Net loss including non-controlling interests     ($1,560,000,000)
Adjustments to reconcile net loss
Extraordinary loss on expropriation of assets                 -
Share-based compensation                              4,000,000
Depreciation, amortization & cost of timber         602,000,000
Impairment of goodwill                                        -
Closure costs, impairment of assets                 170,000,000
Write-downs of mill stores inventory                 17,000,000
Deferred income taxes                              (118,000,000)
Net pension contributions                          (150,000,000)
Net gain on disposition of assets                   (91,000,000)
Gain on extinguishment of debt                                -
Amortization of debt discount                       (57,000,000)
Loss (gain) on translation of foreign debt           62,000,000
Non-cash reorganization items, net                  535,000,000
DIP financing costs                                  31,000,000
Changes in working capital:
Accounts receivable                                 159,000,000
Inventories                                         101,000,000
Other current assets                                (29,000,000)
Accounts payable                                    229,000,000
Other, net                                           27,000,000
                                               -----------------
Net cash provided by (used in)
operating activities                                 46,000,000

Cash flows from investing activities:
Cash invested in fixed assets                      (101,000,000)
Disposition of investment in Manicouagan            554,000,000
Disposition of timberlands & other assets           119,000,000
Increase in restricted cash                        (124,000,000)
Decrease (increase) in deposit requirements          49,000,000
Cash received in monetization of
   derivative financial instruments                    5,000,000
Cash acquired in the combination                              -
Direct acquisition costs related to
   combination                                                 -
Other investing activities, net                               -
                                               -----------------
Net cash provided by (used in)
investing activities                                502,000,000

Cash flows from financing activities:
Cash dividends                                       (7,000,000)
DIP financing                                       261,000,000
DIP financing costs                                 (31,000,000)
Payment of DIP financing                            (55,000,000)
Term loan financing                                           -
Term loan payments                                            -
Short-term financing, net                            (7,000,000)
Issuance of long-term debt                                    -
Payments of long-term debt                         (118,000,000)
Payments of financing & credit facility              (9,000,000)
Payment of equity issuance fees on
convertible notes                                             -
                                               -----------------
Net cash provided by financing activities             34,000,000
                                               -----------------
Net increase (decrease) in cash & cash equivalents   582,000,000
                                               -----------------
Cash and cash equivalents, beginning of year         192,000,000
                                               -----------------
Cash and cash equivalents, end of year              $774,000,000
                                               =================

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Wants to Sell 4 Canadian Mills for C$13.8MM
---------------------------------------------------------------
AbitibiBowater, Inc., and its debtor-affiliates ask Judge Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware to
allow Bowater Maritimes Inc., Bowater Canadian Forest Products
Inc. and Abitibi-Consolidated Company of Canada, as sellers, to
enter into the purchase and sale agreement with American Iron &
Metal LP, as purchaser and American Iron and Metal Company Inc.,
as guarantor.

The PSA sets the terms for the Debtors' sale of these four
decommissioned pulp and paper mills and related real property in
Canada as part of their continuing efforts to divest themselves of
unprofitable and burdensome assets:

  * The Beaupre Mill, which was built in 1927 and is situated on
    approximately 54.7 hectares in Beaupre, Quebec;

  * The Donnacona Mill, which was built in 1914 and is situated
    in Donnacona, Quebec on approximately 34.8 hectares;

  * The Dalhousie Mill, which was built in 1926 and is situated
    on approximately 43.8 hectares in Dalhousie, New Brunswick;
    and

  * The Fort William Mill, which was built in 1922 and is
    situated on approximately 66 hectares in Thunder Bay,
    Ontario.

ACCC is the beneficial owners, and ACI is the registered owner, on
title of the Fort William and Beaupre Mills.  ACI is a party to
the PSA for the limited purpose of transferring the Land.
Accordingly, the Motion only sees authority for BCFPI and
Maritimes to enter into and consummate the Sale, Sean T.
Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, explains.

Mr. Greecher relates that AbitibiBowater identified the Closed
Mills as Canadian assets that were not part of its strategic plan
and were therefore suitable for sale through the Chapter 11 Cases
and CCAA Proceedings.  Accordingly, with the approval and subject
to the supervision of Ernst & Young, Inc., as monitor in the CCAA
Proceedings, AbitibiBowater commenced a structured private sale
process in Canada in October 2009. In February 2010, the Monitor
distributed revised bid packages and extended the bid deadline to
March 3, 2010.

AbitibiBowater, with the Monitor's approval, determined that the
Purchaser had submitted the next highest bid.  Thus,
AbitibiBowater started negotiating the PSA with the Purchaser -- a
well-known demolition company that established business in
Quebec -- which was in a position to close the sale quickly.  The
Purchaser's offer was not contingent on obtaining financing and
in fact, provided the Sellers with a bank-issued proof of funds
letter, says Mr. Greecher.

                        Terms of the PSA

Due to certain real property issues relating to the Fort William
Mill, the PSA contemplates a two-part closing.  An initial
closing will take place five days after the Court approves the
Sale, during which the Purchaser will pay C$8.7 million and
certain related tax costs, as well as assume certain liabilities.
In exchange, the Purchaser will acquire three of the four Closed
Mills -- the Beaupre, Donnacona and Dalhousie Mills.  Within 90
days of the First Closing, the Purchaser will pay Sellers an
additional C$5 million as an advance against potential proceeds
the Purchaser will obtain from the sale of paper machines
relating to the Mills.

The parties will have a second closing upon the completion of
certain land swap transactions involving the Fort William Mill.
At that time, the Purchaser will pay C$l million, some related
tax costs and will assume certain liabilities.  In exchange, the
Purchaser will acquire the Fort William Mill.  The Second Closing
depends, among other things, on the consummation of land swap
transactions as defined under the PSA.

The PSA involves ancillary transactions that are mostly
mechanical, and ensure that the Purchaser would have full legal
access to the Fort William Mill.  Currently the only public road
access to the Fort William Mill is over a modest driveway and
gatehouse area, which is leased from the Fort William First
Nation Development Corp., which Lease has now expired.

After the Second Closing is completed, ACI, as bare trustee for
ACCC, will continue to be the owner of a landfill area which is
currently part of the Fort William Mill site.  Pursuant to the
Land Swap Transactions, an unused portion of certain vacant land
will be transferred by ACI to First Nation Development Corp.  In
exchange, First Nation Development Corp. will transfer to ACI a
roughly equal area of land.

As part of the Second Closing, the westerly portion of the Swap
Lands will be transferred together with the Fort William Mill
site proper to the Purchaser, in order to provide road access to
the mill site.  The remaining easterly portion of the Swap Lands
will be retained by ACI to provide road access to its retained
landfill lands.  Absent the Land Swap Transactions, the
Purchaser, as third party cannot access the Fort William Mill,
and ACI cannot access its retained landfill site.

Mr. Greecher contends that the proposed Sale Process is fair and
reasonable, and that the PSA constitutes the best offer for the
Closed Mills.  While the Debtors received other offers that were
facially higher in amount, none of the other bidders were able to
satisfactorily demonstrate an ability to consummate a sale within
a time frame, or on financial terms acceptable to AbitibiBowater,
he notes.  The Purchaser, on the other hand, had submitted the
best offer and the low closing risk associated with the Sale.

Significantly, the Purchaser provided proof of funds and agreed
to assume and pay for the environmental liabilities associated
with the Closed Mills -- costs that the Company believes the
Purchaser has the financial wherewithal to absorb, Mr. Greecher
tells the Court.

                     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).


AFFINITY GROUP: S&P Assigns 'B-' Rating on $144.3 Mil. Senior Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating (two notches above the corporate credit rating
on parent Affinity Group Holding Inc.) to Affinity Group Inc.'s
$144.3 million senior secured term loan due 2015.  The recovery
rating is '1,' indicating S&P's expectations of very high (90%-
100%) recovery in the event of a payment default.

The 'CCC' corporate credit rating on Affinity Group Holding and
the negative outlook remain unchanged.

                           Ratings List

                    Affinity Group Holding Inc.

        Corporate Credit Rating            CCC/Negative/--

                         Ratings Assigned

                        Affinity Group Inc.

                          Senior Secured

              $144.3 mil. Term Loan due 2015     B-
                Recovery Rating                  1


AIMS WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $4.3 Million
-----------------------------------------------------------------
AIMS Worldwide, Inc., filed on April 15, 2010, its annual report
on Form 10-K for the year ended December 31, 2009.

The Company's balance sheet as of December 31, 2009, showed
$3,709,338 in assets, $8,113,530 of debts, and ($146,420) of
minority interest, for a stockholders' deficit of $4,257,772.

The Company reported a net loss of $2,140,693 on $5,726,003 of
revenue for 2009, compared with a net loss of $1,491,856 on
$13,963,060 of revenue for 2008.

Turner, Jones & Associates, PLLC, in Vienna, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant operating losses since its inception and
has a net working capital deficiency at December 31, 2009.

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

               http://researcharchives.com/t/s?605a

                       About AIMS Worldwide

Based in Fairfax, Virginia, AIMS Worldwide Inc. (OTC BB: AMWW)
-- http://www.aimsworldwide.com/-- is a vertically
integrated marketing communications consultancy providing
organizations with its AIMSolutions branded focused marketing
solutions.


ALAMO IRON: Gets Court's Nod to Hire Anthony Wolf as CRO
--------------------------------------------------------
Alamo Iron Works, Inc., and its units received permission from the
U.S. Bankruptcy Court for the Western District of Texas to employ
BDO Consulting Corporate Advisors, LLC, as financial consultant
and the firm's managing director Anthony F. Wolf as chief
restructuring officer of Alamo.

BCCA will, among other things:

     a. assist the Debtors with cash management and cash flow
        reporting process;

     b. manage the Debtors' purchasing process and plan;

     c. manage the Debtors' efforts to obtain debtor-in-possession
        financing; and

     d. managing the day to day operations of the Debtors'
        business.

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

        Partners/Managing Directors       $500-$800
        Directors/Senior Managers         $350-$600
        Managers                          $275-$395
        Seniors                           $200-$350
        Staff                             $150-$225

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

San Antonio, Texas-based Alamo Iron Works, Inc., filed for Chapter
11 bankruptcy protection on April 5, 2010 (Bankr. W.D. Texas Case
No. 10-51269).  David S. Gragg, Esq., at Langley & Banack, Inc,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000 as of
the Petition Date.


ALLBRITTON COMMUNICATIONS: Moody's Assigns 'B2' Rating on Bonds
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
senior bonds of Allbritton Communications Company and upgraded its
corporate family and probability of default ratings to B2 from B3.

Allbritton intends to use proceeds from the proposed $455 million
bond issuance, combined with borrowings under its revolving credit
facility, to repay its existing $455 million senior subordinated
bonds due December 2012 and to pay related fees, expenses, and
premiums.  The company is also executing an amendment to extend
the maturity of its existing revolving credit facility (unrated)
and to reduce the commitment to $60 million from $65 million.

The extension of maturities (to 2018 from 2012 for the bonds and
to 2013 from August 2011 for the revolver) mitigates Moody's
concerns surrounding refinancing risk, supporting the upgrade.
Furthermore, Moody's now anticipates Allbritton will sustain lower
leverage over the next several years due primarily to improving
operating performance as well as repayment of outstanding
borrowings under the revolving credit facility.

Moody's expects to withdraw the B3 rating on the existing senior
subordinated notes following repayment.

Allbritton Communications Company

  -- Senior Unsecured Bonds, Assigned B2, LGD4, 57%
  -- Probability of Default Rating, Upgraded to B2 from B3
  -- Corporate Family Rating, Upgraded to B2 from B3
  -- Outlook, Stable

Allbritton's B2 corporate family rating incorporates healthy
margins and capacity to generate positive free cash flow created
by its leading positions in most markets and from its news
channel, tempered by the company's high leverage and vulnerability
to cyclical advertising spending.  Allbritton's lack of scale,
concentration of revenue in the Washington, DC market and with a
single broadcast network, and expectations that the resumption of
distributions to its parent company will occur over time and will
pressure free cash flow constrain the rating.

The stable outlook reflects Moody's expectations that the economic
cycle has bottomed and conditions are mending, and Allbritton will
maintain leverage below 6 times debt-to-EBITDA and generate cash
flow from operations less capital expenditures-to-debt of
approximately 5%.  The outlook and B2 corporate family rating
incorporate some tolerance for the resumption of dividends
provided the company funds them with free cash flow and maintains
leverage below 6 times.

The last rating action on Allbritton was February 25, 2010, when
Moody's changed the ratings outlook to stable from negative.

Allbritton Communications Company, headquartered in Arlington,
Virginia, owns and operates television stations affiliated with
ABC in six geographic markets.  The company also owns NewsChannel
8, a 24 hour basic cable channel primarily focused on local news
for the DC area.  In November 2009, Allbritton divested Politico,
a specialized newspaper and Internet site that serves Congress,
congressional staffers, and others interested in the political
electoral process.  The Allbritton family indirectly controls the
company, and its annual revenue is approximately $200 million.


ALLBRITTON COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Arlington, Va.-based Allbritton Communications Co. to
'B' from 'B-'.  The rating outlook is stable.

At the same time, S&P assigned Allbritton's proposed $455 million
senior notes due 2018 S&P's issue-level rating of 'B' (at the same
level as its 'B' corporate credit rating on the company) with a
recovery rating of '4', indicating S&P's expectation of average
(30% to 50%) recovery for noteholders in the event of a payment
default.

The company plans to use net proceeds of the notes offering and
borrowings under its revolving credit facility to finance the
purchase of its existing $455 million subordinated notes due 2012
pursuant to a tender offer.  S&P expects to withdraw its rating on
the existing subordinated notes due 2012 following the completion
of this transaction.

"The rating upgrade reflects Allbritton's recent EBITDA turnaround
and modest discretionary cash flow generation, which S&P expects
will continue as the economic recovery strengthens," said Standard
& Poor's credit analyst Deborah Kinzer.  "In addition, the
company's extension of its debt maturities has eased S&P's
liquidity concerns about the company."

The 'B' rating reflects Allbritton's still-high (though subsiding)
debt leverage, earnings and cash flow concentration as a result of
limited portfolio diversity, the cyclicality of TV ad revenue, and
a track record of shareholder-favoring financial policies.  The
company's good position in its TV markets and relatively good
EBITDA margin in a peer comparison minimally offset these factors.

Allbritton owns and operates a modest TV station portfolio
covering one large and five midsize markets ranked from No. 9 to
No. 67, reaching about 5% of U.S. TV households.  Cash flow is
heavily concentrated in the Washington, D.C., market.  The bulk of
the company's stations are affiliated with the ABC Network.  This
lack of operational diversity makes the company vulnerable to
shifts in both ABC's prime-time ratings and the
Washington/Virginia/Maryland economy.  Allbritton's news programs
rank No. 1 or No. 2 in early and late news in most of its markets.
Strong news programming helps build stable and loyal audiences
that, at times, can overcome weakness in network ratings.


ALMATIS: Lawyers Tapped for Chapter 11 Filing
---------------------------------------------
According to The Lawyer, Almatis and key parties have hired
lawyers in connection with the aluminum producer's $1 billion
restructuring effort, which includes a Chapter 11 bankruptcy
filing in the U.S. and Oaktree Capital Management involved as
post-bankruptcy investor:

   * Almatis has hired Michael Rosenthal at Gibson Dunn & Crutcher
     LLP as U.S. counsel.  Almatis is represented in the U.K. by
     Linklaters partner Robert Elliott De Brauw Blackstone
     Westbroek partner Ruud Hermans in the Netherlands.

   * Oaktree Capital is represented by Kirkland & Ellis.  Oaktree
     is being represented by Kirkland partners Kon Asimacopoulos,
     Jamie Sprayregen, Adam Paul and Leo Plank, and in the
     Netherlands by Loyens & Loeff partner Hendrik Van Druten.

   * Dubai International Capital (DIC), the international
     investment arm of Dubai Holding, the owner of Almatis, is
     represented by Weil Gotshal & Manges partner Mike Francies
     and Dutch firm Houthoff Buruma.

   * The senior lender coordinating committee is represented by
     Allen & Overy partners Ian Field and Rob Abendroth and senior
     counsel John Kibler.

According to The Lawyer, Almatis was given the green light to file
for Chapter 11 last week after a hearing at a Dutch court.  The
move follows a long-running dispute involving Almatis senior
lenders and the owner.

The Lawyer relates that DIC put forward its own refinancing plans
last year which would have seen it inject $50 million into the
Company, but it failed to receive the support of two-thirds of
senior lenders.

A plan drawn up by Oaktree Capital Management, which owns 46% of
senior debt in Almatis, got support from the lenders.  Almatis'
restructuring plans would see the firm's $1 billion of debts
reduced to $422 million under prepackaged Chapter 11 proceedings,
which would leave Oaktree owning an 80% stake in Almatis.

As reported in the Troubled Company Reporter-Europe on Monday,
April 19, 2010, the Amsterdam Court of Appeals on April 12 turned
down Dubai International Capital's petition to allow it more time
to finalize and implement a refinancing plan for Almatis.

                          About Almatis

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.


AMERICAN PIONEER: A.M. Best Cuts FSR to B+ From B++
---------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed most of the financial strength ratings (FSR) and issuer
credit ratings (ICR) of the primary insurance subsidiaries of
Universal American Corp. (Universal American) (Rye Brook, NY)
[NYSE: UAM], as well as all debt ratings on the shelf registration
of Universal American.

The rating affirmations reflect Universal American's established
position in the U.S. senior health insurance market, positive
operating performance and strengthened capitalization.  Universal
American currently serves over 1.9 million Medicare members.
Enrollment growth for the organization was driven primarily by its
Medicare Advantage Private Fee for Service (PFFS) and Medicare
Prescription Drug Part D (PDP) products. Universal American
continues to generate positive operating and net income results,
with over $140 million of net income reported in 2009.
Capitalization of Universal American's primary insurance
subsidiaries strengthened considerably in 2009 due to positive
operating results and the completion of a reinsurance transaction
for essentially all of the organization's life and annuity
business.  The Medicare Advantage and PDP businesses are
anticipated to generate good cash flows and positive operating
results for the organization in the near term.

Offsetting rating factors include Universal American's business
and insurance risk concentration in Medicare products.  Due to
legislative changes, the Medicare Advantage PFFS product will no
longer be available in non rural areas starting in 2011.  As part
of a long-term strategy, Universal American has been actively
building network-based health maintenance organization and
preferred provider organization products in core markets to enable
migration to these products, thereby offsetting the loss of the
PFFS product.  There is the potential for enrollment losses in non
rural regions where the organization does not have network-based
products available.  Future funding of the Medicare Advantage
program is anticipated to continue to decline, and the pending
minimum medical loss ratio requirements for Medicare Advantage
products could pressure margins in the future.

A.M. Best also has downgraded the FSR to B+ (Good) from B++ (Good)
and ICRs to "bbb-" from "bbb" of American Pioneer Life Insurance
Company (Lake Mary, FL) and Marquette National Life Insurance
Company (Houston, TX).  The outlook for these ratings also has
been revised to stable from negative.

The rating downgrades of American Pioneer Life Insurance Company
and Marquette National Life Insurance Company are due to the
change in the business written by these entities.  Going forward,
both companies will primarily write Medicare Supplemental
business.  This is not a primary line of business for the
organization, and premiums for this product have continued to
trend downward as Medicare Advantage products become more
attractive to seniors due to their lower premiums and higher
benefit levels.

The outlook has been revised to stable from negative and the FSRs
of B++ (Good) and ICRs of "bbb" have been affirmed for the
following subsidiaries of Universal American Corp.:

  -- American Progressive Life & Health Insurance Company of New
     York

  -- Pennsylvania Life Insurance Company

  -- The Pyramid Life Insurance Company

The FSRs of B+ (Good) and ICRs of "bbb-" have been affirmed for
the following subsidiaries of Universal American Corp.:

  -- Constitution Life Insurance Company
  -- SelectCare of Texas, LLC
  -- Union Bankers Insurance Company

The FSR of B (Fair) and ICR of "bb+" have been affirmed for
GlobalHealth, Inc., a subsidiary of Universal American Corp.

The outlook has been revised to stable from negative and the ICR
of "bb" has been affirmed for Universal American Corp.

The outlook has been revised to stable from negative and the
following indicative debt ratings on the $140 million shelf
registration have been affirmed:

Universal American Corp.:
  -- "bb" on senior unsecured debt
  -- "bb-" on subordinated unsecured debt
  -- "b+" on preferred stock


AMERICOLD WAREHOUSE: Moody's Assigns 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Americold Warehouse Investment Portfolio LLC, a wholly-owned
subsidiary of Americold Realty Trust.  Moody's also assigned Ba3
rating to the proposed senior secured notes of A-WHIP.  The rating
outlook is stable.

The 10-year senior secured notes will be secured on a first-
priority basis by substantially all of the real estate assets of
A-WHIP; Moody's estimates the value of the collateral to exceed
the amount of the proposed bond issuance.  The notes will benefit
from the covenants limiting indebtedness to 60% of assets,
coverage to above 2x, as well as imposing limitations on liens,
restricted payments, transactions with affiliates and asset sales.
The proceeds from the issuance will be used to pay off a portion
of the debt at A-WHIP's predecessor entity, Versacold.

A-WHIP's rating reflects a nationally diversified portfolio of
good quality temperature-controlled warehouses with a diverse
tenant base and long-term customer relationships.  As part of
Americold's national network, A-WHIP's portfolio is an integral
part of the distribution chain for a number of large manufacturers
rated investment grade by Moody's primarily in the food and
related industries.  The rating also benefits from moderate
leverage at approximately 50% of undepreciated book value of
assets or 4.1x net debt/EBITDA for YE09 and from strong fixed
charge coverage of 2.8x for YE 2009 (although with the adjustment
for rent expense, fixed charge coverage would be lower).  The
ratings also incorporate the expected static nature of the
portfolio.  No acquisitions or significant developments are
anticipated at the A-WHIP level.

According to Moody's, key credit challenges for A-WHIP include
relatively low EBITDA margins (under 20%), as well as the shorter
term nature of the warehouse contracts (typically 3-4 years) and a
large proportion of month-to-month tenancy (approximately 45% of
revenues).  Moody's acknowledges that despite the limited duration
of warehouse contracts, both Americold and A-WHIP benefit from
enduring customer relationships spanning multiple decades in a
number of cases, notwithstanding numerous management and sometimes
ownership changes.  In addition, changing temperature-controlled
warehouse providers is fairly expensive for the customers, not
only in financial terms, but also from the perspective of
operational and reputational risk.

A-WHIP's liquidity is stable with approximately $6 million of
cash, minimal near-term debt maturities and working capital needs,
coupled with a $35 mm working capital line of credit.

The stable rating outlook reflects the low volatility of the cold
storage business, A-WHIP's long-standing customer relationships
and stable credit metrics.

Upward rating movement would be challenging and would depend on A-
WHIP strengthening its performance and credit metrics above its
pro forma levels (such as fixed charge consistently in excess of
3x), as well as the strengthening of Americold's credit profile.

Downward rating pressure would result from a deterioration in A-
WHIP's operations as evidenced by fixed charge below 2.4x or any
change in strategy involving increased leverage.  Weakening of
Americold's credit profile would also be viewed negatively.

These ratings were assigned with a stable outlook:

* American Warehouse Industrial Portfolio LLC -- corporate family
  rating at Ba3.

* American Warehouse Industrial Portfolio LLC -- $300 million 10
  year secured notes at Ba3.

This is the first time Moody's rates Americold Warehouse
Investment Portfolio LLC.

Americold Realty Trust, headquartered in Atlanta, Georgia, USA, is
a REIT controlled by the investment funds associated with The
Yucaipa Companies, LLC focusing on the ownership, operation,
acquisition and development of temperature-controlled warehouses.
As of December 31, 2009, pro forma, Americold's portfolio
encompasses 173 properties totaling approximately 43.4 million
square feet located throughout the US, Australia, New Zealand and
Argentina.  The REIT's reported pro forma assets are approximately
$2.8 billion, and shareholders' equity is approximately
$1 billion.

Americold Warehouse Investment Portfolio LLC is a wholly-owned
subsidiary of Americold Realty Trust.  Pro forma, its portfolio
comprises 54 temperature controlled warehouses totaling
14.3 million square feet located throughout the US.  A-WHIP's
reported pro forma assets total $827 million while its
shareholders' equity is $295 million.


AMWINS GROUP: Moody's Affirms Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating of AmWINS Group, Inc., following the announcement that
AmWINS has acquired Colemont Insurance Brokers, a Texas-based
specialty insurance broker with a significant international
presence.  Moody's has also affirmed the B2 ratings on AmWINS's
first-lien credit facilities and the B3 rating on its second-lien
credit facility.  The rating outlook for the company is stable.

"The Colemont purchase has enhanced the group's product and
geographic diversification," said Bruce Ballentine, Moody's lead
analyst for AmWINS, "while moderately improving the firm's
financial profile, given that a majority of the consideration was
in the form of equity."  Offsetting these benefits, the Colemont
deal brings to AmWINS the challenges of integrating two sizable US
brokerage operations and of managing several international units
at various stages of development.  Also, like other brokers,
AmWINS faces headwinds from the weak US economy and the prolonged
soft market for commercial property & casualty insurance.  "We
expect that management will concentrate on the Colemont
integration in the near term, and will then resume making smaller
acquisitions to complement organic growth," said Mr. Ballentine.

The Colemont acquisition is the largest completed by AmWINS since
its leveraged acquisition of American Equity Underwriters, Inc. in
June 2007.  AmWINS funded the Colemont purchase through a
combination of newly issued equity, incremental borrowings and
cash on hand.  The incremental borrowings include a $20 million
drawdown under the firm's first-lien revolving credit facility and
a $15 million drawdown under the accordion feature of its first-
lien term loan.  AmWINS's total credit facilities now include a
$50 million first-lien revolver maturing in 2013 (rated B2 --
approximately $20 million outstanding), a $290 million first-lien
term loan due in 2013 (rated B2) and a $100 million second-lien
term loan due in 2014 (rated B3).  The credit facilities are
secured by substantially all assets of AmWINS and guaranteed by
substantially all of its subsidiaries.

Moody's cited these factors that could lead to an upgrade of
AmWINS's ratings: (i) adjusted (EBITDA - capex) coverage of
interest exceeding 2.5x, (ii) adjusted free-cash-flow-to-debt
ratio exceeding 6%, and (iii) adjusted debt-to-EBITDA ratio below
4.5x.

Moody's cited these factors that could lead to a downgrade of the
company's ratings: (i) adjusted (EBITDA -capex) coverage of
interest below 1.5x, (ii) adjusted free-cash-flow-to-debt ratio
below 3%, or (iii) adjusted debt-to-EBITDA ratio above 6.5x.

The last rating action on AmWINS took place on May 15, 2007, when
Moody's assigned the B2 CFR along with the B2 ratings on the
first-lien credit facilities and the B3 rating on the second-lien
credit facility.

Based in Charlotte, North Carolina, AmWINS is a leading wholesale
distributor of specialty insurance products and services.
Following the Colemont acquisition, the firm operates under the
AmWINS name through four divisions: AmWINS Brokerage, AmWINS
Underwriting, AmWINS Group Benefits and Colemont Global Group.
Pro forma yearly premium placements by the combined firm amount to
approximately $4.8 billion ($3.5 billion by legacy AmWINS plus
$1.3 billion by Colemont).  The firm is ultimately owned by
Parthenon Capital, LLC; Wachovia Capital Partners; AmWINS
management and employees; and other parties.


APRIA HEALTHCARE: Moody's Confirms 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Apria
Healthcare Group Inc., including the Ba3 Corporate Family Rating
and Ba3 Probability of Default Rating, as well as the Ba2 on the
$700 million Senior Secured A-1 Notes due 2014 and the B1 rating
on the A-2 Notes.  This concludes the review for possible
downgrade that Moody's initiated on March 31, 2010.  The ratings
review followed the announcement that the company was pursuing a
consent agreement from its lenders to fund a one-time distribution
in an amount up to $500 million to its equity holders with new
debt and balance sheet cash.  It is Moody's understanding that the
company is no longer pursuing the consent to execute the dividend
recapitalization.  However, Moody's believes there continues to be
risk that Apria and its equity sponsors will pursue a similar
transaction, which could put downward pressure on the ratings.  As
a result, Moody's has changed the outlook to negative from stable.

The Ba3 CFR is supported by Apria's scale as the leading provider
of home healthcare products and services in the US, and
significant market share in key business segments.  Further Apria
benefits from good diversity by geography and payor as Medicare
constitutes only roughly one-quarter of revenues, lower than many
competitors.  Moreover, the reimbursement environment appears to
be considerably more stable than it was at the time the original
ratings were assigned in October 2008.  Apria encountered
significant reimbursement cuts in 2009 but was able to offset the
impact by underlying growth in the business as well as from cost
saving initiatives.

As 2009 was a transition year for Apria, absorbing reimbursement
cuts and executing on significant restructuring plans, financial
metrics, including free cash flow and interest coverage are weak
for the Ba3 rating category.  However, Moody's expect reported
financial performance to improve considerably in 2010 as
restructuring and severance costs taper off and the company
realizes more of the cost savings generated by its restructuring
initiatives.  Based on 2009 performance and the business momentum
the company has built, Moody's believes there is a good
fundamental outlook for Apria.  The ratings consider risks related
to the on-going restructuring program, (e.g., projected cost
savings are not fully realized) and longer-term risk of future
reimbursement pressure.

Moody's confirmed these ratings:

* Ba2 (LGD 3, 35%) on the existing $700 million A-1 notes due
  2014;

* B1 (LGD5, 81%) on the $317.5 million A-2 notes due 2014

* Corporate Family Rating of Ba3; and

* Probability of Default Rating of Ba3.

The ratings outlook is negative.

The last rating action was on March 31, 2010, when Moody's placed
the ratings under review for downgrade.

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

Apria Healthcare Group Inc., headquartered in Lake Forest, CA,
provides home respiratory therapy and home medical equipment (56%
of revenues) and home infusion therapy (44%) through approximately
500 locations serving patients in all 50 states.  Revenues for the
twelve months ended December 31, 2009, approximated $2.1 billion.


APRIA HEALTHCARE: S&P Raises Rating on $317 Mil. Notes to 'BB-'
---------------------------------------------------------------
Standard & Poor's Rating Services raised its rating on Apria
Healthcare Group Inc.'s $317 million senior secured A-2 notes to
'BB-' from 'B+', reflecting S&P's revised outlook on recovery of
these notes.  S&P revised the recovery rating on the A-2 existing
notes to '4', indicating its expectation for average (30%-50%)
recovery in the event of payment default, from '5'.  In addition,
S&P affirmed all of S&P's other ratings on Apria, including the
'BB-' corporate credit rating.

"S&P's rating on Apria reflects the company's aggressive leverage,
exposure to third-party reimbursement, and pricing decisions,"
said Standard & Poor's credit analyst Tahira Wright.  These risks
dominate the company's business risk profile despite Apria's
leading position in providing specialized home health care
services and equipment that generates significant cash flows.

Following the late 2007 debt-financed acquisition of infusion
therapy provider Coram, respiratory therapy revenues were reduced
to about half of Apria's total revenues; infusion therapy
increased to roughly 44%.  However, because government programs
still account for nearly 30% of total revenues, the company has
been subject to significant reimbursement risk, particularly with
Medicare in respiratory.  Caps on oxygen rental fees that Medicare
implemented in 2009 hurt Apria's respiratory therapy business,
which generates over half of the company's total Medicare revenues
(Medicare oxygen accounts for 10% of total revenues).  This and a
9.5% nationwide Medicare cut for durable medical equipment on
competitive bidding markets affected overall financial results.
Commercial third-party payor pricing (about two-thirds of Apria's
revenues) has been fairly flat in the past few years, and S&P
expects it to remain so.  Although the company has no significant
concentration with any single commercial payor, pricing and
contract turnover remain risks to the rating.  The company has
implemented certain strategies where efficiencies and savings
should help support improved earnings beyond organic revenue
growth.

These include purchasing initiatives, improved inventory
management, and synergies at Coram.


ARTISAN HOTEL: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
The Artisan Hotel & Spa LLC has filed with the U.S. Bankruptcy
Court for the District of Nevada a list of its 20 largest
unsecured creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citizens Bank
P.O. Box 378
Oregon, MS 64473-0378             Bank Loan            $1,800,000

515 Washvada Investments, LLC
Attn: Neil Beller
8408 W. Sahara Avenue
Las Vegas, NV 89117                                      $487,111

1837 Tennvada Inv. LLC
7408 W. Sahara Aenue
Las Vegas, NV 89117                                      $178,500

Nevada Power Co.                  Trade Debt              $50,000

Clark County Treasurer                                    $41,295

NV Energy                                                 $36,585

City of Las Vegas                                         $19,001

1835 Nevasee Investments LLC                              $18,135

NV Energy                                                 $17,610

Pegasus Solutions Companies                               $13,613

NV Energy                                                 $11,913

HD Supply Facilities                                       $7,565

United Healthcare Insurance Company                        $7,333

Las Vegas Valley Water                                     $7,322

Southwest Gas Corporation                                  $7,241

Verizon Wireless                                           $7,241

NV Energy                                                  $7,205

Embarq                                                     $6,263

Moon Valley Nursery                                        $5,985

Las Vegas Valley Water                                     $5,699

The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/--
operates the Artisan Hotel & Spa in Las Vegas, Nevada.

The Company filed for Chapter 11 protection on Dec. 9, 2009
(Bankr. D. Nev. Case No. 08-24684).  David J. Winterton, Esq., at
David J. Winterton & Assoc. Ltd., represented the Debtor in its
restructuring effort.  In its petition, the Debtor posted assets
of between $10 million and $50 million, and debts of between
$1 million and $10 million.

Vic Kolenc at El Paso Times reported that the bankruptcy court
converted the Chapter 11 case of The Artisan Hotel & Spa LLC to
Chapter 7 liquidation.


ARTISAN HOTEL: Files Schedules of Assets & Liabilities
------------------------------------------------------
Artisan Hotel & Spa filed with the U.S. Bankruptcy Court for the
District of Nevada its schedules of assets and liabilities,
disclosing:

  Name of Schedule                 Assets            Liabilities
  ----------------                 ------            -----------
A. Real Property                $16,200,000
B. Personal Property             $2,193,000
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $6,000,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                    $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $1,850,000
                               -----------          -----------
TOTAL                          $18,393,000           $7,850,000

The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/--
operates the Artisan Hotel & Spa in Las Vegas, Nevada.

The Company filed for Chapter 11 protection on Dec. 9, 2009
(Bankr. D. Nev. Case No. 08-24684).  David J. Winterton, Esq., at
David J. Winterton & Assoc. Ltd., represented the Debtor in its
restructuring effort.  In its petition, the Debtor posted assets
of between $10 million and $50 million, and debts of between
$1 million and $10 million.

Vic Kolenc at El Paso Times reported that the bankruptcy court
converted the Chapter 11 case of The Artisan Hotel & Spa LLC to
Chapter 7 liquidation.


ARTISAN HOTEL: Gets OK to Hire David J. Winterton as Local Counsel
------------------------------------------------------------------
The Artisan Hotel & Spa, LLC, obtained authorization from the Hon.
Linda B. Riegle of the U.S. Bankruptcy Court for the District of
Nevada to employ David J. Winterton & Assoc., Ltd., as local
counsel.

David J. Winterton will:

     a. attend hearings;

     b. prepare a plan of reorganization;

     c. counsel the client; and

     d. provide other representation necessary to reorganize the
        Debtor.

David J. Winterton will be paid based on the hourly rates of its
personnel:

        Attorneys           $200-$300
        Paralegals            $125

To the best of the Debtor's knowledge, David J. Winterton is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/--
operates the Artisan Hotel & Spa in Las Vegas, Nevada.

The Company filed for Chapter 11 protection on Dec. 9, 2009
(Bankr. D. Nev. Case No. 08-24684).  In its petition, the Debtor
posted assets of between $10 million and $50 million, and debts of
between $1 million and $10 million.

The bankruptcy court converted the Chapter 11 case of The Artisan
Hotel & Spa LLC to
Chapter 7 liquidation.


ARTISAN HOTEL: Wants to Hire Christensen Law as Bankr. Counsel
--------------------------------------------------------------
The Artisan Hotel & Spa, LLC, has sought permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Thomas
Christensen, Esq., at Christensen Law Offices, LLC.

Christensen Law will:

     a. advise the estate of its right and obligations in regards
        to a very valuable asset of the estate, the Debtor's
        first-party bad faith claim against its premises liability
        insurer, Sirius America Insurance Company;

     b. represent the estate in proceedings against Sirius  and to
        collect on the asset valued at anywhere from $1 million to
        $9 million;

     c. assist the estate in developing legal positions and
        strategies with respect to all facets of the bad faith
        action; and

     d. provide other counsel and advice as the Debtor may require
        connection with the Debtor's bad faith action.

Christensen Law seeks to be retained on a contingency basis as the
customary and standard percentage the Christensen Law charges for
similar representation, plus reimbursement of actual and necessary
expenses incurred by Christensen Law in performing the duties.
The usual and customary percentage Christensen charges for similar
services is 33-1/3% of any recovery received prior to filing a
lawsuit against Sirius on behalf of the estate, and 40% of any
recovery received after filing a lawsuit against Sirius on behalf
of the estate.

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

The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/--
operates the Artisan Hotel & Spa in Las Vegas, Nevada.

The Company filed for Chapter 11 protection on Dec. 9, 2009
(Bankr. D. Nev. Case No. 08-24684).  In its petition, the Debtor
posted assets of between $10 million and $50 million, and debts of
between $1 million and $10 million.

Vic Kolenc at El Paso Times reported that the bankruptcy court
converted the Chapter 11 case of The Artisan Hotel & Spa LLC to
Chapter 7 liquidation.


ASAP OVERHEAD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ASAP Overhead Door, Inc.
          dba ASAP Fence Company
        4421 Garland Drive
        Haltom City, TX 76117-1812

Bankruptcy Case No.: 10-42645

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Dennis Morrow, Esq.
                  P.O. Box 446
                  Weatherford, TX 76086
                  Tel: (817) 613-3801
                  Fax: (817) 599-5020
                  E-mail: dmorrowlaw@gmail.com

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

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

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

            http://bankrupt.com/misc/txnb10-42645.pdf

The petition was signed by Grant McCrary, president.


ASSOCIATED MATERIALS: S&P Puts 'CCC+' on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit and issue-level ratings on Associated Materials LLC and its
parent company, AMH Holdings LLC, on CreditWatch with positive
implications.

AMH Holdings LLC is a holding company with no direct operations
and depends on cash flow from Associated Materials to meet its
debt obligations.  Standard & Poor's Ratings Services views AMH
and Associated Materials as a consolidated enterprise.

"The CreditWatch placement follows the recent improvement in
Cuyahoga Falls, Ohio-based Associated Materials LLC's operating
conditions as a result of stabilizing, albeit at a low level,
residential end markets," said Standard & Poor's credit analyst
Tobias Crabtree.  Specifically, sales for the quarter-ended
Jan. 2, 2010, were $274 million, or relatively in-line with the
prior year's same period, reflecting a significant improvement in
the company's vinyl windows business offset somewhat by weak vinyl
siding sales.  In addition, adjusted EBITDA for the year-ended
Jan. 2, 2010, improved to approximately $112 million, compared
with about $98 million for the previous year, primarily as a
result of the realization of prior cost reduction initiatives.

Although S&P believes new construction will remain weak compared
with historical levels, repair and remodeling end markets, where
AMH generates a majority of its sales, are likely to get a modest
boost from increased foreclosures, energy efficiency initiatives,
and higher consumer spending on delayed home maintenance and
repairs.  Specifically, S&P expects repair and remodeling spending
in 2010 to increase by about 3% to 5%, compared to an 8% decline
in 2009.  As a result, even a modest improvement in AMH's sales
volumes could result in its trailing-12-month EBITDA improving in
excess of 10% from its current levels given its current cost
structure.  Furthermore, interest coverage is likely to improve
from its current level of 1.3x.  Still, a significant portion of
the company's cash flow from operations is needed to meet its
projected cash interest expense of approximately $68 million for
2010.  As of Jan. 2, 2010, total adjusted debt to EBITDA
(including approximately $431 million of AMH Holdings' 11.25%
senior discount notes due 2014 and about $13 million of AMH
Holdings II Inc.'s 20% senior notes due 2014) was about 7.3x,
compared to 8.8x for the previous year.

In resolving S&P's CreditWatch listing, Standard & Poor's expects
to assess the sustainability of the company's recent operating
performance with regards to S&P's expectations for a gradual
recovery in residential construction activity in 2010.
Specifically, S&P will review its expectations of AMH's near- and
intermediate-term operating performance and credit metrics given
S&P's view of a slowly improving residential construction market
for 2010.


ATLANTIC BANCGROUP: Mauldin & Jenkins Raises Going Concern Doubt
----------------------------------------------------------------
Atlantic BancGroup, Inc., filed on April 15 its annual report on
Form 10-K for the year ended December 31, 2009.

Mauldin & Jenkins, CPA's, LLC, in Albany, Ga., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered significant losses from operations and capital has
been significantly depleted due to the economic downturn.

The Company reported a net loss of $7.2 million on $7.1 million of
net interest income before provision for loan losses for 2009,
compared with a net loss of $1.9 million on $6.9 million of net
interest income before provision for loan losses for 2008.  The
Company's balance sheet as of December 31, 2009, showed
$297.4 million in assets, $287.7 million of liabilities, and
$9.7 million of stockholders' equity.  At December 31, 2009, the
Company had net loans receivable of $194.2 million ($203.0 million
in 2008) and deposit liabilities of $270.0 million ($239.8 million
in 2008).

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

               http://researcharchives.com/t/s?6057

Jacksonville Beach, Fla.-based Atlantic BancGroup, Inc., a
registered bank holding company under the Bank Holding Company act
of 1956, owns all of the voting shares of Oceanside Bank, a Forida
state-chartered commercial bank.


BIOVEST INT'L: Has Deal with Largest Creditor on Ch. 11 Exit
------------------------------------------------------------
Biovest International, Inc., and its largest creditor, Laurus
Master Fund, Ltd., including Laurus' affiliates and assignees,
have reached a settlement to restructure the Company's debt and
address the business issues, representing a major step toward
Biovest filing a Plan of Reorganization to emerge from Chapter 11.
As required by the settlement, Biovest filed a motion seeking
approval of the settlement terms with the U.S. Bankruptcy Court,
Middle District of Florida.

Key elements of the settlement with Laurus are:

-- Restructuring of approximately $30.2 million of prepetition
   indebtedness, consisting primarily of short-term obligations,
   into two notes aggregating to $29.1 million with the
   commencement of scheduled payments of principal and interest
   deferred until two years after Biovest emerges from Chapter 11

-- Reduction of royalties to Laurus and other parties based on
   sales of Biovest's personalized cancer vaccine, BiovaxID(R),
   from 35.0% to 6.25%

-- Elimination of all royalties based on the sales of Biovest's
   automated bio-manufacturing system for personalized medicines
   and cell-based products, AutovaxID(TM), including the remaining
   $7.5 million balance of a previously guaranteed minimum royalty
   payment

-- Cancellation of all warrants issued to Laurus, including
   roughly 23.4 million warrants to purchase Biovest common shares
   at an exercise price of $0.01 per share

-- Laurus's receipt of a 9.99% equity stake in Biovest, subject to
   resale restrictions and will support and vote for acceptance
   for Biovest's Plan of Reorganization

Biovest President Samuel S. Duffey, stated, "This settlement
represents an extremely positive development for Biovest, and I am
appreciative that Laurus, as our largest senior secured creditor,
has placed such a strong vote of confidence in the Company and its
management.  With this settlement, we have restructured the
significant business arrangements necessary to pave the way for
the commercialization and licensing potential of BiovaxID.
Additionally, by delaying for two years all principal and interest
payments, this settlement significantly enhances our financial
position and supports our goal of obtaining marketing approval for
BiovaxID."

                  About Biovest International

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

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


BOISE PAPER: S&P Changes Outlook to Positive, Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Boise
Paper Holdings LLC to positive from stable.  At the same time, S&P
affirmed all of the ratings, including the 'BB-' corporate credit
rating, on the company.

"The outlook revision reflects Boise Paper's improving financial
risk profile following substantial debt reduction in 2009, and
prospects for gradually stronger demand and prices as the U.S.
economy recovers," said Standard & Poor's credit analyst Pamela
Rice.  The company's total adjusted debt at Dec. 31, 2009, was
$957 million, $300 million less than a year earlier.  Along with
higher earnings and cash flow, adjusted debt to EBITDA
strengthened to 3.8x and funds from operations to debt improved to
17.6% as of Dec. 31, 2009, from 6.1x and 12.4%, respectively, as
of year-end 2008.  Moreover, S&P believes Boise Paper's earnings
should improve in 2010 because of modestly growing volumes and
rising selling prices that more than offset higher costs.  In
S&P's view, adjusted EBITDA could increase modestly to at least
$260 million for 2010 from $250 million, excluding alternative
fuel mixture tax credits, for 2009, which along with additional
debt reduction, could result in adjusted debt to EBITDA declining
to the mid-3x area at Dec. 31, 2010.  For 2011, S&P believes
EBITDA could improve to about $285 million, given its expectations
for the U.S. economy, unemployment, and market conditions.  If
operating results improve in line with these expectations, S&P
could raise the corporate credit rating to 'BB'.  Specifically for
the higher rating, S&P would need to expect that leverage would be
less than 3.5x, with FFO to debt more than 20%.

The outlook is positive, reflecting S&P's expectations that Boise
Paper should continue to moderately reduce debt, and that its
earnings should benefit over the next several quarters from
gradually improving volumes and prices as the U.S. economy
recovers.  S&P could raise the corporate credit rating to 'BB' if
credit metrics continue to strengthen sufficiently such that S&P
expected adjusted debt to EBITDA to decline to less than 3.5x and
FFO to total debt to increase to over 20%.  An upgrade would also
be predicated on S&P's expectation that management would pursue
any investments or growth opportunities in a manner that would be
consistent with the higher rating.  S&P could revise the outlook
to stable if the U.S. economic recovery falters or S&P experience
a "double dip" recession and demand drops substantially, or if
price increases are insufficient to offset higher input costs and
credit metrics do not improve from current levels.


BOND RANCH: Gets Interim Nod to Hire Squire as Bankruptcy Counsel
-----------------------------------------------------------------
The Bond Ranch At Del Rio Springs, LLC, sought and obtained
interim authorization from the Hon. Redfield T. Baum, Sr., of the
U.S. Bankruptcy Court for the District of Arizona to employ
Squire, Sanders & Dempsey L.L.P. as bankruptcy counsel.

Squire Sanders will, among other things:

     a. attend meetings and negotiate with representatives of
        creditors and other parties-in-interest and advising and
        consulting on the conduct of this case, including all of
        the legal and administrative requirements of operating in
        Chapter 11;

     b. assist the Debtor with the preparation of its Schedules of
        Assets and Liabilities and Statements of Financial
        Affairs;

     c. advise the Debtor in connection with any contemplated
        sales of assets or business combinations, including the
        negotiation of asset, stock, purchase, merger or joint
        venture agreements, formulate and implement appropriate
        procedures with respect to the closing of any such
        transactions, and counseling the Debtor in connection with
        the transactions; and

     d. advise the Debtor in connection with any post-petition
        financing and cash collateral arrangements and negotiating
        and drafting documents relating thereto, providing advice
        and counsel with respect to prepetition financing
        arrangements, and negotiating and drafting documents
        relating thereto.

Squire Sanders will be paid based on the hourly rates of its
personnel:

        New Associates                $275
        Senior Partners               $710
        New Project Assistants        $100
        Senior Paralegals             $225

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

The Court has set a final hearing for May 6, 2010, at 10:00 a.m.
on the Debtor's request to hire Squire Sanders as bankruptcy
counsel.

The Bond Ranch at Del Rio Springs LLC filed for Chapter 11
protection in Phoenix on April 8 (Bankr. D. Ariz. Case No.
10-10174).  According to Bloomberg News, the Debtor, also known as
The Bond Ranch and as Del Rio Springs, listed assets in the range
of $50 million to $100 million and debts ranging from $10 million
to $50 million.


BOND RANCH: Section 341(a) Meeting Scheduled for June 4
-------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Richard
Fuscone's creditors on June 4, 2010, at 11:00 a.m.  The meeting
will be held at the U.S. Trustee Meeting Room, City Council
Chambers, 201 South Cortez, Prescott, AZ.

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.

Armonk, New York-based Richard Fuscone filed for Chapter 11
bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No.
10-22675).  Lawrence F. Morrison, Esq., at Meister Seelig & Fein,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

The Bond Ranch at Del Rio Springs LLC filed for Chapter 11
protection in Phoenix on April 8 (Bankr. D. Ariz. Case No.
10-10174).  According to Bloomberg News, the Debtor, also known as
The Bond Ranch and as Del Rio Springs, listed assets in the range
of $50 million to $100 million and debts ranging from $10 million
to $50 million.


BRIGGS-COCKERHAM, LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Briggs-Cockerham, LLC
        4017 Prestonwood Drive
        Carrollton, TX 75101

Bankruptcy Case No.: 10-41219

Chapter 11 Petition Date: April 16, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Tracey Ford Spillman, Esq.
                  15455 Dallas Parkway, Suite 600
                  Addison, TX 75001
                  Tel: (972) 881-8314
                  Fax: (214) 618-0714
                  E-mail: tracey@ford-spillman.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Michael W. Briggs, member.


BROOKSIDE TECHNOLOGY: Vicis Invests Add'l $3-Mil. in Equity
-----------------------------------------------------------
Brookside Technology Holdings Corp. disclosed that on Monday,
April 12, 2010, Vicis Capital Master Fund, a sub-trust of Vicis
Capital Series Master Trust, and the Company's largest preferred
shareholder, invested an additional $3 million in equity and
converted its subordinated promissory note, in the original
principal amount of $1.5 million, into shares of series A
convertible preferred stock of the Company.  Additionally, the
Company entered into a loan amendment with its senior lender,
Chatham Credit Management III LLC, the Company's senior lender
("Chatham Capital"), which restructured the Company's senior
credit facility to, among other things, waive of all prior
defaults, extend the term of the senior loan to September 23,
2012, and eliminate and/or modifying certain financial covenants.

Michael Nole, Chairman and CEO of Brookside, commented, "Brookside
is extremely pleased with completing the financing and the
restructuring of our senior credit facility.  The Company's
progress is a result of the tremendous efforts of our employees
and the loyalty of our customers and our strategic partners."  Mr.
Nole continued, "We are extremely encouraged with the hiring and
promotion of some key personnel throughout the company.  At our
Standard Tel Networks subsidiary, Michael Ferry, a well-respected
industry veteran joined as the company's President and at our US
Voice and Data operations Michael Tucker was promoted to Vice
President of Operations.  Our leadership and financial
partnerships are now stronger than ever, and together with our
loyal employees we will continue providing un-paralleled customer
support. Building on this momentum, we will once again look for
accretive acquisitions that align with our business model and
further expand our national footprint."

Shad Stastney, Managing Partner of Vicis, added, "As expected, the
additional financing closed timely.  Vicis has all the confidence
in Brookside's management team and employees to continue to build
on their 2009 efforts during a challenging time.  We fully expect
our equity investment will provide the necessary working capital
for the Company to enhance its organic growth and target
attractive acquisitions."

                    About Brookside Technology

Brookside Technology Holdings Corp., is the holding company for
Brookside Technology Partners, Inc., US Voice & Data, LLC,
Standard Tel Acquisitions, Inc., Trans-West Network Solutions,
Inc., and Standard Tel Networks, LLC, and all operations are
conducted through these wholly owned subsidiaries.  Collectively,
the subsidiary companies provide converged business communications
products and services from Mitel, Inter-tel (owned by Mitel),
Nortel and NEC.  The Company, as the 2nd largest MITEL dealer, is
recognized as a Diamond Dealer.

Effective August 13, 2009, the Company and its senior creditor,
Chatham Credit Management III, LLC, further updated its letter
agreement dated May 29, 2009 pursuant to which, among other
things, Chatham agreed, for the period July 31, 2009, through
June 30, 2010, to suspend the Company's compliance of the minimum
fixed charge coverage ratio and maximum leverage ratio contained
in the credit agreement.  The Company is in full compliance with
its financial covenants under this agreement.


BRUNDAGE-BONE: Seeks to Obtain Letters of Credit From Wells Fargo
-----------------------------------------------------------------
netDockets reports that Brundage-Bone Concrete Pumping, Inc. and
its affiliate, JLS Concrete Pumping, Inc., have asked the
Bankruptcy Court to approve an amendment to the order approving
their debtor-in-possession financing facility.  netDockets relates
that the proposed amendment would allow the Debtors to obtain an
irrevocable standby letter of credit from their DIP lender, Wells
Fargo Bank, which they require to collateralize a payment and
performance bond issued in connection with a subcontract for
Brundage-Bone to provide pumping services on a new project.

On March 1, 2010, the Bankruptcy Court entered an order approving
the Wells Fargo facility.  Brundage-Bone has entered into a
subcontract to provide services to M.A. Mortenson Company in
connection with a wind farm being constructed in Goshen, Idaho.
netDockets, citing exhibits to the Debtors' motion, says it
appears that the estimated value of the subcontract is $95,000.
That subcontract requires Brundage-Bone to acquire a payment and
performance bond to secure its obligations.  Brundage-Bone
routinely obtained these types of bonds before the bankruptcy
filing and normally provided collateral to bonding companies by
providing cash.

However, as a result of the bankruptcy filing, netDockets relates,
the bonding company for the Mortenson subcontract, ACSTAR
Insurance Company, is unwilling to accept cash as collateral for
the bond and has demanded a $123,418.10 irrevocable standby letter
of credit as collateral.  Wells Fargo is willing to provide the
letter of credit, subject to bankruptcy court approval and certain
other terms, including:

     -- The letter of credit being cash collateralized in an
        amount sufficient to cover the face amount and all fees
        (approximately $130,000).

     -- A 4% issuance fee and "other standard Wells Fargo standby
        letter of credit fees".

     -- An expiration date that does not exceed the date of
        completion of the project by more than 90 days.

                        About Brundage-Bone

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S.  JLS Concrete Pumping services California and Nevada from
its corporate headquarters in Ventura and from satellite yards in
Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm
Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita,
Temecula, Thousand Oaks, and Ventura.

Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010
(Bankr. D. Col. Case No. 10-10758).  According to the schedules,
the Company has assets of $325,708,061, and total debts of
$230,277,103.


CALVARY BAPTIST: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Calvary Baptist Temple has filed with the U.S. Bankruptcy Court
for the Southern District of Georgia a list of its 20 largest
unsecured creditors, disclosing:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Michael R. Funderburk, LLC        21 Acres            $3,019,500
Trustee for Series II 2007        2020 Chatham       (10,000,000
Bonds                             Parkway                secured)
Post Office Box 337               Savannah, Georgia   (7,000,000
Buford, GA 30518                                     senior lien)

Hunter Maclean
Post Office Box 99848
Savannah, GA 31412                Trade Debt            $200,503

Dan Deloach
12 Kolb Drive
Savannah, GA 31406-3225           Trade Debt             $77,000

James W. Buckley
114 North Green Street
Swainsboro, GA 30401              Trade Debt             $53,692

Hutson Plumbing
329 Bonaventure Road
Savannah, GA 31404                Trade Debt             $11,875

Georgia Baptist Convention        Trade Debt              $8,485

Kern-Coleman & Co., LLC           Trade Debt              $7,815

Infinite Energy                   Trade Debt              $2,667

Coastal Capital Advisors          Trade Debt              $2,627

The Haskins Company               Trade Debt              $1,994

National Envelope                 Trade Debt              $1,876

Bio Corporation                   Trade Debt              $1,635

Stagefront Presentations          Trade Debt              $1,368

Erickson Associates               Trade Debt              $1,380

U.S. Food Service                 Trade Debt              $1,078

Inglesby, Falligant, Horne,
Courington & Chisholm, P.C.       Atty. Fees              $1,062

Coastal Peper Sail                Trade Debt              $1,027

GE Capital                        Trade Debt                $876

Total Networking Consulting       Trade Debt                $456

Gary Allen                        Trade Debt                $434

Savannah, Georgia-based Calvary Baptist Temple filed for Chapter
11 bankruptcy protection on April 6, 2010 (Bankr. S.D. Ga. Case
No. 10-40754).  C. James McCallar, Jr., Esq., at McCallar Law
Firm, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CALVARY BAPTIST: Section 341(a) Meeting Scheduled for May 11
------------------------------------------------------------
The U.S. Trustee for the Southern District of Georgia will convene
a meeting of Calvary Baptist Temple's creditors on May 11, 2010,
at 12:00 p.m.  The meeting will be held at Commerce Building, 222
West Oglethorpe Avenue, Room 304, Savannah, GA 31401.

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.

Savannah, Georgia-based Calvary Baptist Temple filed for Chapter
11 bankruptcy protection on April 6, 2010 (Bankr. S.D. Ga. Case
No. 10-40754).  C. James McCallar, Jr., Esq., at McCallar Law
Firm, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CAMPMED CASUALTY: A.M. Best Upgrades FSR to 'a'
-----------------------------------------------
A.M. Best Co. has upgraded the financial strength rating (FSR) to
A (Excellent) from B (Fair) and issuer credit rating (ICR) to "a"
from "bb" of CampMed Casualty & Indemnity Company, Inc., of
Maryland (CampMed) (Brunswick, MD).  These ratings have been
removed from under review with positive implications and assigned
a stable outlook.

In addition, A.M. Best has withdrawn the FSR of C (Weak) and ICR
of "ccc" of Health Facilities Insurance Corporation, Ltd. (HFIC)
(Hamilton, Bermuda), assigning an NR-5 (Not Formally Followed) to
the FSR and "nr" to the ICR.

The upgrading of CampMed's ratings reflects that it is now a
member of The Hanover Insurance Group Property and Casualty
Companies (The Hanover) (Worcester, MA).  CampMed and HFIC were
acquired by The Hanover Insurance Group, Inc. (Worcester, MA)
[NYSE: THG] in March, 2010.  The ratings for CampMed recognize The
Hanover's strong risk-adjusted capitalization, through a 100%
quota share reinsurance agreement.


CATALINA LIGHTING: Evolution Acquires Assets Out of Chapter 11
--------------------------------------------------------------
Evolution Lighting LLC, an affiliate of Boyne Capital Partners,
acquired the assets of Catalina Lighting out of Chapter 11
bankruptcy, according to Business Journal of South Florida.

                    About Catalina Lighting

Catalina Lighting Inc. is a maker of residential lighting
products.  Catalina, based in Miami, distributes its products to
retailers including Wal-Mart, Lowes, OfficeMax, Sears, Staples
Kmart and Bed Bath and Beyond.

Catalina Lighting filed for Chapter 11 on Feb 25, 2010 (Bankr.
S.D. Fla. Case No. 10-14786).  Affiliate Catalina Industries also
sought protection.

Stephen P. Drobny, Esq., at Shutts & Bowen LLP, represents the
Debtor in its Chapter 11 effort.


CELL THERAPEUTICS: Pixantrone Follow-on Trial to Cost $24-Mil.
--------------------------------------------------------------
Cell Therapeutics, Inc., on April 9, 2010, received a Complete
Response Letter from the FDA -- the relevant deadline for an FDA
decision was April 23, 2010.  The FDA stated that it could not
approve the Company's new drug application for pixantrone in its
present form and recommended that the Company conduct an
additional clinical study of pixantrone to demonstrate the safety
and effectiveness of pixantrone.

CTI said the expected amount of investment in a follow-on clinical
study will depend on the final clinical study design to be agreed
upon with the FDA.  The Company currently anticipates the cost of
such trial to range from $20 million to $24 million over the
course of 18 to 24 months.

The Company said sources of funding for the clinical study include
current cash balance, potential additional capital raised through
equity financing or from a potential development partnership.  CTI
has initiated discussions with Novartis in regards to development
and commercialization of pixantrone.  Novartis maintains an option
to negotiate a license to pixantrone; however, the Company's
discussions with Novartis are focused on amending Novartis's
current option agreement to share in the development and
commercial expenses for pixantrone and ultimately in the profits
through traditional co-development, co-promotional agreement.

The Company has called a Special Meeting on May 14, 2010, to ask
shareholders to approve proposals, including a proposal to
increase the Company's authorized common and preferred stock from
810,000,000 to 1,210,000,000 shares.  If the shareholders approve
the proposal, the Company's Board of Directors would have the
option to issue such shares depending on the Company's financial
needs and the market's opportunities if deemed to be in the best
interest of shareholders.

A full-text copy of the Company's press statement is available at
no charge at http://ResearchArchives.com/t/s?605e

On April 14, 2010, CTI sent a letter regarding the Company's
Special Shareholders' Meeting to Italian participating banks whose
clients hold CTI shares.

An English translation of the letter is available at no charge
at http://ResearchArchives.com/t/s?605f

A notice of the meeting published in Italy is available at no
charge at http://ResearchArchives.com/t/s?6001

                     About Cell Therapeutics

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

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

                       Going Concern Doubt

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

                      Bankruptcy Warning

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


CELL THERAPEUTICS: Pulls Back Projected Operating Expenses by 21%
-----------------------------------------------------------------
Cell Therapeutics, Inc., has conducted an immediate reduction in
force of 36 employees.  The Company expects the reduction in force
and elimination of previously planned increase in commercial
personnel along with a reduction in planned operating expenses to
result in savings of approximately $16 million in 2010.

The Company's total projected operating expenses, excluding equity
based compensation, are expected to be approximately $60 million
in 2010, which is a 21% reduction from its previously projected
estimates.  As a result of reducing these expenses, the Company is
targeting an average net operating burn rate of approximately
$4.4 million per month starting in the second quarter of 2010.

                     About Cell Therapeutics

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

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

                       Going Concern Doubt

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

                      Bankruptcy Warning

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


CENTURY ALUMINUM: S&P Completes Review on Rated Debt Obligations
----------------------------------------------------------------
On April 12, 2010, Standard & Poor's Ratings Services completed a
review of Century Aluminum Co.'s (B/Negative/--) rated debt
obligations.

The issue-level rating on Century's 8% secured notes due 2014 is
'B' (same as the corporate credit rating), and the recovery rating
is '3', indicating S&P's expectation of meaningful (50% to 70%)
recovery in the event of a payment default.

The issue-level rating on Century's 1.75% convertible notes due
2024 and 7.50% senior notes due 2014 is 'B' (same as the corporate
credit rating).  S&P revised the recovery rating on these
obligations to '4', indicating S&P's expectation of average (30%
to 50%) recovery in the event of a payment default, from '3'.  S&P
does not rate Century's $100 million asset-based revolving credit
facility due September 2010.

Approximately $249.6 million 8% secured notes were issued in
exchange for the company's 7.5% senior notes due 2014 pursuant to
exchange offers consummated through March 16, 2010.  S&P
understands that approximately $2.6 million of the 7.5% notes were
not tendered in the exchange offers and remain outstanding.

                           Ratings List

                        Century Aluminum Co.

         Corporate credit rating             B/Negative/--
         8% secured notes due 2014           B
          Recovery rating                    3

         Recovery Rating Revised             To      From
         -----------------------             --      ----
         1.75% convertible notes due 2024    B       B
          Recovery rating                    4       3
         7.50% senior notes due 2014         B       B
          Recovery rating                    4       3


CHEMTURA CORP: Settles 2004 Class-Action Suit
---------------------------------------------
Bill Rochelle at Bloomberg News reports that Chemtura Corp. agreed
to settle a securities class-action suit for $11.4 million by
using directors' and officers' insurance provided by National
Union Fire Insurance Co. of Pittsburgh, Pennsylvania.

According to the Bloomberg report, the class suit, filed in 2004,
related to allegedly fraudulent statements made in securities
filings between 1998 and 2004.  At mediation, the case was settled
in 2006 when Chemtura agreed to pay $20.7 million.  As part of the
settlement, Chemtura paid $11.4 million into escrow less than two
months before the Chapter 11 filing.  Because the money was not
distributed before bankruptcy, Chemtura was able to take back the
money and now negotiated a new settlement where the class will be
paid with funds from the insurance company.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHESTER DOWNS: S&P Raises Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit and issue-level ratings on Chester, Pa.-based gaming
operator Chester Downs and Marina LLC by one notch.  S&P raised
the corporate credit rating to 'B-' from 'CCC+'.  The rating
outlook is stable.

The upgrade follows the recent raising of S&P's corporate credit
ratings on Harrah's Entertainment Inc. and its wholly owned
subsidiary, Harrah's Operating Co. Inc., to 'B-' from 'CCC+'.
Given HET's 95% ownership stake through HOC, S&P view the credit
quality of Chester Downs and Marina as linked to that of HET.

"The 'B-' corporate credit rating on Chester Downs and Marina
reflects the aggressive financial policy and weak credit quality
of the indirect majority owner and property manager HET," said
Standard & Poor's credit analyst Ben Bubeck.


CHINA FRUITS: Lake & Associates Raises Going Concern Doubt
----------------------------------------------------------
China Fruits Corporation filed on April 15, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

Lake & Associates CPA's LLC, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted of the Company's accumulated deficit and negative
cash flow from operations.

The Company reported a net loss of $246,361 on $1,905,030 of
revenue for 2009, compared with net income of $161,902 on
$1,655,503 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$4,131,690 in assets, $1,808,563 of debts, and $2,323,127 of
stockholders' equity.

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

               http://researcharchives.com/t/s?604d

Based in Jiang Xi Province, P. R. China, China Fruits Corporation
is principally engaged in manufacturing, trading and distributing
fresh tangerine, non-alcoholic and alcoholic beverages in the
People's Republic of China.


CHINA LOGISTICS: Lakes & Associates Raises Going Concern Doubt
--------------------------------------------------------------
China Logistics, Inc., filed on April 16, 2010, its annual report
on Form 10-K for the year ended December 31, 2009.

Lake & Associates CPA's LLC expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted of the Company's recurring losses and accumulated
deficit.

The Company reported a net loss of $1,061,366 on $11,992,260 of
revenue for 2009, compared with a net loss of $641 on $13,918,164
of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$10,442,811 in assets, $9,186,119 of debts, $32,950 of redeemable
preferred stock, and $1,223,742 of stockholders' equity.

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

               http://researcharchives.com/t/s?604b

Base in Guangzou, P.R. China, China Logistics, Inc., specializes
in logistical services for car manufacturers, car components, food
assortments, chemicals, paper, and machinery in China.  The
services cover various aspects of transportation management,
including logistical planning, import and export management,
electronic customs declaration systems, supply chain planning,
transporting products from ports to warehouses or vice versa,
organization of transportation, and storage and distribution of
products.


CHINA MEDIA: Albert Wong Raises Going Concern Doubt
---------------------------------------------------
China Media Group Corporation filed on April 14, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

Albert Wong & Co., in Hong Kong, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has deficits
accumulated as at December 31, 2009, of $8,269,302 including net
losses of $2,534,104 for the year ended December 31, 2009.

The Company reported a net loss of $2,534,104 on $139,889 of
revenue for 2009, compared with a net loss of $2,152,909 on
$88,450 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$5,243,993 in assets, $4,131,396 of debts, $147,975 of minority
interest, and $964,622 of stockholders' equity.

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

               http://researcharchives.com/t/s?6066

Based in Wanchai, Hong Kong, China Media Group Corporation (OTC
BB: CHMD) -- http://www.chinamediagroup.net/-- sells mobile phone
devices and advertising in Hong Kong.


CIRTRAN CORP: Dec. 31 Balance Sheet Upside-Down by $6.0 Million
---------------------------------------------------------------
CirTran Corporation filed its annual report on Form 10-K for the
year ended December 31, 2009.

The Company's balance sheet as of December 31, 2009, showed
$13.6 million in assets and $19.6 million of debts, for a
stockholders' deficit of $6.0 million.

The Company reported a net loss of $5.8 million on $9.7 million of
revenue for 2009, compared with a net loss of $3.9 million on
$13.7 million of revenue for 2008.

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

               http://researcharchives.com/t/s?604a

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
http://www.CirTran.com/-- and its subsidiaries provide turnkey
manufacturing services using surface mount technology, ball-grid
array assembly, pin-through-hole, and custom injection molded
cabling in the United States and the People's Republic of China.


CITADEL BROADCASTING: Seeks July 19 Extension for Plan Filing
-------------------------------------------------------------
Citadel Broadcasting Corporation and its affiliated debtors ask
the U.S. Bankruptcy Court for the Southern District of New York
to extend the periods for which them may exclusively file a
Chapter 11 plan and solicit votes for that plan.

The Debtors want the exclusive period for filing a Chapter 11
plan extended to July 19, 2010, and for soliciting votes from
creditors stretched out to September 16.

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization during the
first 120 days after the commencement of a chapter 11 case.  If a
debtor files a plan during this exclusive filing period, Section
1121(c)(3) of the Bankruptcy Code grants an additional 60 days
during which the debtor may solicit acceptances of that plan and
no other party-in-interest may file a competing plan.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York --
jonathan.henes@kirkland.com -- notes that the Court has already
approved the Debtors' disclosure statement for their Chapter 11
Plan of Reorganization, thereby authorizing the Debtors to begin
the process of soliciting votes.  To that end, a hearing to
consider confirmation of the Plan is set for May 12, 2010.

According to Mr. Henes, the Debtors are working extremely hard to
ensure their swift emergence from Chapter 11.  Thus, the Debtors
ask an extension of the Exclusive Periods solely out of an
abundance of caution.  He explains that with the Debtors' initial
120-day exclusive period to file a Chapter 11 plan set to expire
on April 19, 2010, it is appropriate and prudent to extend the
Exclusive Periods to preserve the Debtors' rights and ensure
additional time is available to exclusively propose an
alternative Chapter 11 plan if necessary.

Mr. Henes contends that an extension of the Exclusive Periods is
justified by the Debtors' efforts to date.  He points out that in
the short time since the Petition Date, the Debtors have made
significant progress towards exiting Chapter 11 on an expedited
and consensual basis.

"The Plan and Disclosure Statement incorporate a global
settlement between and among the Debtors, their secured lenders
and the Committee, which the Debtors were able to broker
(following satisfying extensive diligence requests from the
Committee) in a very short time," Mr. Henes further notes.

                    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)


CITADEL BROADCASTING: Titan Wants Prompt Decision on Deal
---------------------------------------------------------
Tennessee Football, Inc. d/b/a "Tennessee Titans", and Dream
Suites, Inc., ask the Court to require Debtor Citadel Broadcasting
Company to assume or reject these agreements no later than
May 17, 2010:

  (a) Radio Broadcast Rights Agreement with the Titans; and
  (b) Cumberland Suite Limited with Dream Suites.

David E. Lemke, Esq., at Waller Lansden Dortch & Davis LLP, in
Nashville, Tennessee -- david.lemke@wallerlaw.com -- relates that
although each of the Agreements is a separate document, they are
to be treated as one integrated contract for purposes of Debtors'
assumption or rejection.  He notes that the Agreements were
entered into as part of the same transaction.

"The license to occupy the Suite under the Suite Agreement is
currently being provided to Citadel as part of the consideration
Citadel receives under the terms of the Radio Broadcast
Agreement," Mr. Lemke discloses.  He adds that "the term of the
Suite Agreement is coextensive with the Radio Broadcast
Agreement."

Accordingly, Mr. Lemke asserts that Citadel must either assume or
reject all of the Agreements.

Mr. Lemke contends that the radio broadcast of the Programs is
important to the Titans in terms of maintaining their fan base,
which ultimately are responsible for driving the Titans'
revenues.  He adds that the Programs are also a direct source of
revenue for the Titans because they require Citadel to pay rights
fees of $3,800,000 for the 2010 National Football League season
for the right to broadcast the Programs.

If the Titans have to find someone other than Citadel to
broadcast the Programs, they need to begin that process
immediately, Mr. Lemke argues.  He notes that the Titans' first
pre-season game is scheduled for the second week in August, and
their first preseason home game is scheduled for August 23, 2010.

It could take the Titans several months to locate and secure a
replacement for Citadel, Mr. Lemke says.  He adds that if Citadel
were to decide to reject the Agreements anytime after May 17,
2010, it would likely result in the Titans being unable to find
another party to broadcast the Programs for some or all of the
NFL season.

                    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)


CITADEL BROADCASTING: Wants Lease Decision Extension Until June 18
------------------------------------------------------------------
Section 365(d)(4)(A) of the Bankruptcy Code provides that an
unexpired non-residential real property lease under which the
debtor is the lessee will be deemed rejected and the trustee
will immediately surrender that non-residential real property to
the lessor, if the trustee does not assume or reject the
unexpired lease by the earlier of (i) the date that is 120 days
after the Petition Date, or (ii) the date of the entry of an
order confirming a plan of reorganization.  Section 363(d)(4)(B)
also provides that the Court may extend the lease decision
period, prior to the expiration of the 120-day period, for 90
days on the motion of the trustee or lessor for cause.

By this motion, the Debtors ask the Court to extend the time
within which they may assume or reject unexpired leases for an
additional 60 days, through and including June 18, 2010.  In
addition, the Debtors ask that an extension be without prejudice
to their rights to seek additional extensions.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that in connection with the operation of their
businesses, the Debtors lease certain real property, consisting
of broadcast towers and offices and studios.  He notes that as of
March 22, 2010, the Debtors are party to more than 360
nonresidential real property leases.

Mr. Henes points out that due to the size and complexity of the
Debtors' businesses, however, the Debtors are still in the
process of analyzing the Unexpired Leases and require more time
to determine which are critical to the operation of their core
businesses.

Accordingly, the Debtors seek an additional 60 days to determine
which Unexpired Leases to assume or reject.  Mr. Henes contends
that if the Debtors are forced to prematurely assume the
Unexpired Leases, the assumption may result in the Debtors being
required to cure significant prepetition claims in connection
with rejected leases.  He adds that if the Debtors also
precipitously reject the Unexpired Leases or are deemed to reject
the Unexpired Leases by operation of Section 365(d)(4) of the
Bankruptcy Code, they may be forced to scramble to find
alternative arrangements, which may be impossible in some
circumstances.

                    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)


CITIGROUP INC: Names Kelly Chairman of Global Banking
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Citigroup Inc. Vice
Chairman Edward "Ned" Kelly will become chairman of the firm's
global banking division, rejoining the unit he headed until last
year.  Mr. Kelly will continue to lead the lender's planned sales
of assets, according to an internal memo obtained by Bloomberg
News and confirmed by Citigroup spokeswoman Danielle Romero-
Apsilos.  Mr. Kelly was chief financial officer from March to July
2009, when he moved to oversee the bank's strategic and
operational priorities.

                         About Citigroup

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

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

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

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


CONGOLEUM CORP: Reaches $40 Million Coverage Deal with Chartis
--------------------------------------------------------------
Bankruptcy Law360 reports Congoleum Corp. has asked a judge to
approve a $40 million settlement with The Chartis Cos., the last
remaining insurance company in an adversary proceeding over
asbestos claims coverage.  Law360 relates that Chartis has agreed
to pay Congoleum $40 million in periodic installments over six
years for the right to buy back several excess insurance policies.

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation
(PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures
resilient sheet and tile and plank flooring products available in
a wide variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.


CONSTITUTIONAL CASUALTY: A.M. Best Downgrades FSR to 'C+'
---------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C+
(Marginal) from B- (Fair) and issuer credit rating to "b-" from
"bb-" of Constitutional Casualty Company (Constitutional)
(Chicago, IL).  The outlook for both ratings is negative.

The rating actions reflect Constitutional's unfavorable operating
performance over several years and recently significant
deterioration of capital.  The poor operating results have been
driven by the company's high underwriting and loss adjustment
expense position, coupled with changes in non-admitted assets.  In
addition, while Constitutional has product line diversification,
its single state risk concentration makes it susceptible to
regulatory and competitive pressures, along with exposing it to
weather-related losses in its property book of business.

The rating outlook is based on the potential for continued
deterioration of capital and disruption of its operating
strategies. Although management has undertaken actions to improve
overall results, there is uncertainty regarding the ultimate
success of those initiatives.


CONSTITUTION LIFE: A.M. Best Affirms FSR at B+
----------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed most of the financial strength ratings (FSR) and issuer
credit ratings (ICR) of the primary insurance subsidiaries of
Universal American Corp. (Universal American) (Rye Brook, NY)
[NYSE: UAM], as well as all debt ratings on the shelf registration
of Universal American.

The rating affirmations reflect Universal American's established
position in the U.S. senior health insurance market, positive
operating performance and strengthened capitalization.  Universal
American currently serves over 1.9 million Medicare members.
Enrollment growth for the organization was driven primarily by its
Medicare Advantage Private Fee for Service (PFFS) and Medicare
Prescription Drug Part D (PDP) products. Universal American
continues to generate positive operating and net income results,
with over $140 million of net income reported in 2009.
Capitalization of Universal American's primary insurance
subsidiaries strengthened considerably in 2009 due to positive
operating results and the completion of a reinsurance transaction
for essentially all of the organization's life and annuity
business.  The Medicare Advantage and PDP businesses are
anticipated to generate good cash flows and positive operating
results for the organization in the near term.

Offsetting rating factors include Universal American's business
and insurance risk concentration in Medicare products.  Due to
legislative changes, the Medicare Advantage PFFS product will no
longer be available in non rural areas starting in 2011.  As part
of a long-term strategy, Universal American has been actively
building network-based health maintenance organization and
preferred provider organization products in core markets to enable
migration to these products, thereby offsetting the loss of the
PFFS product.  There is the potential for enrollment losses in non
rural regions where the organization does not have network-based
products available.  Future funding of the Medicare Advantage
program is anticipated to continue to decline, and the pending
minimum medical loss ratio requirements for Medicare Advantage
products could pressure margins in the future.

A.M. Best also has downgraded the FSR to B+ (Good) from B++ (Good)
and ICRs to "bbb-" from "bbb" of American Pioneer Life Insurance
Company (Lake Mary, FL) and Marquette National Life Insurance
Company (Houston, TX).  The outlook for these ratings also has
been revised to stable from negative.

The rating downgrades of American Pioneer Life Insurance Company
and Marquette National Life Insurance Company are due to the
change in the business written by these entities.  Going forward,
both companies will primarily write Medicare Supplemental
business.  This is not a primary line of business for the
organization, and premiums for this product have continued to
trend downward as Medicare Advantage products become more
attractive to seniors due to their lower premiums and higher
benefit levels.

The outlook has been revised to stable from negative and the FSRs
of B++ (Good) and ICRs of "bbb" have been affirmed for the
following subsidiaries of Universal American Corp.:

  -- American Progressive Life & Health Insurance Company of New
     York

  -- Pennsylvania Life Insurance Company

  -- The Pyramid Life Insurance Company

The FSRs of B+ (Good) and ICRs of "bbb-" have been affirmed for
the following subsidiaries of Universal American Corp.:

  -- Constitution Life Insurance Company
  -- SelectCare of Texas, LLC
  -- Union Bankers Insurance Company

The FSR of B (Fair) and ICR of "bb+" have been affirmed for
GlobalHealth, Inc., a subsidiary of Universal American Corp.

The outlook has been revised to stable from negative and the ICR
of "bb" has been affirmed for Universal American Corp.

The outlook has been revised to stable from negative and the
following indicative debt ratings on the $140 million shelf
registration have been affirmed:

Universal American Corp.:
  --  "bb" on senior unsecured debt
  --  "bb-" on subordinated unsecured debt
  --  "b+" on preferred stock


COOPER-STANDARD: Settlement with Cooper Tire Approved
-----------------------------------------------------
Cooper-Standard Holdings Inc. obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to enter into a
settlement of a lawsuit that Cooper Tire & Rubber Company brought
against CSHI, Cooper- Standard Automotive Inc. and Cooper-Standard
Automotive Canada Ltd.

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

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

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

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

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

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

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

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

                       About Cooper-Standard

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

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

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

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

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


COUNTRYWIDE FINANCIAL: Probe Moving Closer to Resolution
--------------------------------------------------------
American Bankruptcy Institute reports that Federal criminal
investigators looking into the collapse of Countrywide Financial
Corp. have been calling witnesses before a grand jury, suggesting
that the investigation of the one-time mortgage giant, which has
been continuing for about two years, could be moving closer to a
resolution, . Read More

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


D & H PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: D & H Properties, Inc.
        701 Avignon Drive, Suite 101
        Ridgeland, MS 39157

Bankruptcy Case No.: 10-01414

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Office)

Judge: Edward Ellington

Debtor's Counsel: John D. Moore, Esq.
                  301 Highland Park Cv, Suite B (39157)
                  P.O. Box 3344
                  Ridgeland, MS 39158-3344
                  Tel: (601) 853-9131
                  Fax: (601) 853-9139
                  E-mail: john@johndmoorepa.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Thomas M. Harkins Jr., vice president.


DEEP MARINE: May 17 Auction Slated for Four Vessels
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Deep Marine
Technology Inc., will hold an auction on May 17 to test
Oceaneering International Inc.'s $74.5 million offer for four
vessels, related equipment, and technology.  Oceaneering is a
Houston-based engineering services provider for the petroleum
industry that generated $1.82 billion in revenue in 2009.

Mr. Rochelle reports that under the auction and sale procedures
approved by the bankruptcy judge in Houston, other bids are
initially due May 13.  A hearing to approve the sale is scheduled
for June 2.

Based in Houston, Texas, Deep Marine Technology --
http://www.deepmarinetech.com/-- is an independent subsea service
provider to the Offshore Oil and Gas Industry.  Deep Marine
Holdings, Inc., filed for chapter 11 bankruptcy protection on
December 4, 2009 (Bankr. S.D. Tex. Case No. 09-39314).  Affiliates
Deep Marine Technology Inc., Deep Marine 1, LLC, Deep Marine 2,
LLC, Deep Marine 3, LLC, and Deep 4 Marine, LLC, also sought
bankruptcy protection.  The Debtors are represented by Bracewell &
Guiliani, L.L.P.  The Debtors listed $100,000,001 to $500,000,000
in both assets and debts.


DENNY HECKER: Trustee Gets Court Order to Access Medina Home
------------------------------------------------------------
John Welbes at St. Paul Pioneer Press in Minnesota reports that
U.S. Bankruptcy Judge Robert Kressel granted Randall Seaver, the
bankruptcy trustee in Denny Hecker's case, access to access the
Medina home of Christi Rowan, Mr. Hecker's girlfriend.

The report notes Mr. Seaver last week asked the Court for
permission to bring the U.S. Marshals after Ms. Rowan refused him
entry to the Medina home she shares with Mr. Hecker.  Mr. Seaver
is trying to liquidate personal belongings in the home.

According to the report, the Court order authorized U.S. marshals
to use "reasonable force," if needed, to assist the Bankruptcy
Trustee.

The report relates that, according to the bankruptcy lawyer, Matt
Burton, Judge Kressel said in court Monday that he had received a
call over the weekend from someone who said that Ms. Rowan had
been selling items from the home.  But by afternoon, Mr. Hecker
had worked out a deal to allow items to be catalogued, the report
adds.

                        About Denny Hecker

Denny Hecker filed for Chapter 7 bankruptcy on June 4, 2009,
before the U.S. Bankruptcy Court for the District of Minnesota.
Mr. Hecker listed $18 million in assets and $767 million in debts
owed to automakers, lenders, business partners and former
employees.

According to the Star Tribune in Minneapolis-St. Paul, the
bankruptcy filing had been widely anticipated.  Star Tribune noted
Mr. Hecker has been forced to sell or close 25 of his 26
dealerships in recent months, and Chrysler Financial won a
$477 million court judgment against him in April.  The bankruptcy
filing temporarily halted efforts by Chrysler and other creditors
from collecting money they say they are owed.

The Troubled Company Reporter on November 20 said Bankruptcy Judge
Robert Kressel held Mr. Hecker in contempt of court for failing to
turn over his financial records in a timely manner.

William R. Skolnick, Esq., at Skolnick & Shiff, P.A., in
Minneapolis, represents Mr. Hecker.


DORAL FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Doral Financial Corp., including lowering the long-term
counterparty credit rating to 'B-' from 'B+'.  S&P revised the
CreditWatch status to Developing from Negative.

Doral announced an agreement for commitments of up to $600 million
of new equity capital as part of a private placement.
$420 million of this is contingent on the company successfully
completing a Federal Deposit Insurance Corp. (FDIC)-assisted
acquisition, and will be returned to investors if an acquisition
is not completed.

"Although S&P view favorably Doral's capital-strengthening efforts
and its ability to attract investor interest, S&P does not believe
that the noncontingent $180 million equity raise is sufficient to
offset the sharp asset-quality deterioration the company has
experienced, and the expected commensurate rise in future credit
losses that would pressure both operating earnings and
capitalization levels," said Standard & Poor's credit analyst
Kevin Cole, CFA.  These developments and expectations are the main
rating factors behind the downgrade.

The CreditWatch Developing reflects the possibility that S&P will
either affirm the ratings at the present level, raise them, or
lower them.  If properly priced and implemented, the potential
FDIC-assisted acquisition could help Doral achieve a more
meaningful market share in the Puerto Rican market, while
rightsizing most of its financial metrics.

However, S&P expects Doral to face a very competitive bidding
environment, potentially hampering its ability to win a bid, or
win a bid on favorable terms.  In addition, S&P is uncertain as to
whether Doral has the capacity to execute successfully the
integration of another sizable banking institution.


DOUGLAS DYNAMICS: Moody's Assigns 'B2' Rating on $40 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Douglas
Dynamics, LLC, to positive from negative and assigned a B2 (LGD 3;
49%) to the proposed $40 million tack-on term loan due 2016.
Concurrently, the company's B2 corporate family rating, B2
probability of default rating, and B3 (LGD 5; 76%) senior
unsecured note rating were affirmed.  The Ba2 (LGD 2; 20%) rating
on the existing $83 million term loan facility due 2013 was placed
under review for possible downgrade due to the pending change in
capital structure.

Douglas is issuing the incremental $40 million term loan in
conjunction with its planned initial public offering.  Proceeds
from the transactions, in addition to cash on hand, are expected
to repay substantially all $150 million of existing senior
unsecured notes and fund a payment to selling shareholders.  While
there will be a significant reduction in cash which may result in
a greater reliance on the revolving credit facility to manage
seasonal working capital needs, Moody's expects the company to
maintain good liquidity.  Assuming completion of the proposed
transactions and upon review of final documentation, Moody's will
likely align the rating on the $83 million term loan facility due
2013 with the rating on the proposed incremental term loan and
withdraw the senior unsecured note rating.  The lower rating on
the term loan facility is consistent with Moody's Loss Given
Default Methodology and the term loan's relatively larger
proportion of the pro-forma capital structure.

The change in outlook to positive recognizes the improved pro
forma capital structure and Moody's expectation that fundamental
performance should remain strong.  The ratings could be raised if
the company demonstrates an ability to prudently manage its
liquidity and credit metrics amidst what Moody's expects will be a
more assertive financial strategy.  The outlook could be revisited
in the event that the transactions are not consummated as
expected.

The B2 affirmation reflects Moody's view of the company's leading
market position, extensive distribution network, and brand name
recognition.  Moreover, it acknowledges Douglas' demonstrated
ability to consistently generate free cash flow, its highly
variable cost structure, and initially strong credit metrics
assuming completion of the proposed transactions.  However, the
rating also reflects the company's size, with revenue of less than
$200 million annually, and the inherent earnings volatility as
business is largely driven by average annual snowfall.  The rating
considers Moody's view of the change in the company's financial
philosophy.  Although the proposed IPO would lower interest
expense, Moody's expects that it could result in increased
outflows in the form of higher costs as a public company and a
higher dividend.  Reportedly, Douglas expects to institute a
quarterly dividend and, while the credit agreement imposes certain
limitations, Moody's believes that the company has significant
flexibility to distribute cash, raise additional financing, and
pursue acquisitions as it seeks further growth opportunities which
could partially offset the benefits to the credit profile of
significant enhancement in credit metrics.

Ratings affected by the actions include:

* Corporate Family Rating affirmed at B2

* Probability of Default Rating affirmed at B2

* $83 million term loan due 2013 rating of Ba2 (LGD 2; 20%) placed
  under review for possible downgrade

* $40 million tack-on term loan due 2016 assigned rating of B2
  (LGD 3; 49%)

* $150 million senior unsecured note rating remains B3 (LGD 5;
  76%)

* Outlook revised to positive from negative

The last rating action on Douglas was on April 18, 2007, when the
ratings were affirmed but the outlook was revised to negative from
stable.

Douglas Dynamics is the North American leader in the design,
manufacture, sale and support of snow and ice control equipment
through its Western, Fisher, and Blizzard brands.  In 2009, the
company generated approximately $174 million of revenues.


DUBAI WORLD: Said to Offer 1% Interest on New Loans
---------------------------------------------------
Arif Sharif at Bloomberg News on Thursday reported that a banker
familiar with the plan said Dubai World is offering to pay
creditors 1% interest on new loans as part of a restructuring
plan.

Bloomberg also reported that two bankers said banks are reluctant
to accept the new rate presented on March 25 as it is lower than
the market rate of about 5% and would force Dubai World's
creditors to book impairment provisions.  The two bankers,
according to Bloomberg, declined to be identified because the
talks are private.  The two bankers, according to Bloomberg, said
provisions could vary from 5% to 20% of the loan value depending
on how the transaction is structured.

Bloomberg recalled that Dubai World asked its nearly 100 creditors
on March 25 to roll over debt into two new loans of five-year and
eight-year maturities.

Bloomberg further reported that a person close to the Dubai
government said on March 29 that Dubai World's creditors, who are
owed $14.2 billion, will be paid interest below the market rate in
cash, although that will be supplemented by so-called payment-in-
kind interest.  Bloomberg also reported that Nakheel's trade and
financial creditors, who are owed $10.5 billion, will be paid
market-linked interest rates.

                       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.


DUBAI WORLD: Unit to Pay $8.2-Bil. to Creditors in June
-------------------------------------------------------
Maher Chmaytelli at Bloomberg News last week reported that
al-Ittihad, citing people familiar with the matter, said Dubai
World's Nakheel PJSC plans to pay creditors and contractors $8.2
billion in June 2010.

Bloomberg notes that Nakheel is restructuring $10.5 billion of
financial and trade creditor debt.  According to Bloomberg,
Nakheel will receive $8 billion in cash from the government,
taking the total support to $9.2 billion and helping it pay
contactors and complete projects after Dubai's property market
slumped.

Bloomberg says a Nakheel spokesman declined to comment on the
report when contacted.

Nakheel developed the palm-shaped islands off Dubai's coast.

                       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.


DUNE ENERGY: S&P Retains 'CCC-' Rating on $300 Mil. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Dune Energy Inc.'s $300 million second-lien notes upon updated
reserve information.  S&P has revised the rating to '4',
indicating its expectation for average (30%-50%) recovery in the
event of a payment default, from '3'.  The issue-level rating of
'CCC-' on these notes remains unchanged.

The unsolicited corporate credit rating on the company remains
unchanged at 'CCC-'.  The outlook is negative.  Dune also
maintains a $40 million senior secured revolving credit facility,
which S&P does not rate.  The ratings reflect the company's
burdensome financial leverage and potentially precarious liquidity
position.  In S&P's view, the company's heavy debt burden makes
the prospects of a distressed exchange or bankruptcy a distinct
possibility.

                            Rating List

                          Dune Energy Inc.

     Corporate Credit Rating (Unsolicited)     CCC-/Negative/--
     Senior Secured (Unsolicited)              CCC-

                      Recovery Rating Revised

                         Dune Energy Inc.

                                                To       From
                                                --       ----
      Recovery Rating (Unsolicited)             4        3


EAST WEST: To Present Plan for Confirmation on May 27
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is
scheduled to convene a hearing on May 27 to consider confirmation
of East West Resort Development V LP's Chapter 11 reorganization
plan.

Bill Rochelle at Bloomberg News relates that the Bankruptcy Court
on April 15 approved the disclosure statement explaining the Plan,
the terms of which were negotiated prepetition.  A full-text copy
of the Disclosure Statement is available for free at
http://bankrupt.com/misc/EASTWEST_DS.pdf

The Plan, according to the Bloomberg report, will allow affiliates
of existing owners to invest as much as $32.5 million to continue
construction and operation of the four residential communities at
the Northstar-at-Tahoe Resort.  From the new investment, $2.5
million is for payment to unsecured creditors while $9 million is
earmarked for tax and priority claims, and costs of the
reorganization.  Secured creditors are to be paid in full, either
by having their debts reinstated or restructured or their
collateral given back.

                      About East West Resort

Avon, Colorado-based East West Resort Development V, L.P.,
L.L.L.P., is a limited partnership between Crescent Resort
Development, Inc., and long-standing developer East West Partners,
Inc., that was formed to develop residential and commercial real
estate projects on and around the Northstar at Tahoe Resort in
Lake Tahoe, California.

East West Resort filed for Chapter 11 bankruptcy protection on
February 16, 2010 (Bankr. D. Delaware Case No. 10-10452),
estimating its assets and debts at $100,000,001 to $500,000,000.

The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club
Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC;
Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty,
Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC;
Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and
Northstar Mountain Properties, LLC -- filed separate Chapter 11
petitions.

The Debtors' financial advisor is Houlihan Lokey Howard & Zukin
Capital, Inc.  The Debtors' claims agent is Epiq Bankruptcy
Solutions.


EASTMAN KODAK: Apple Files Countersuit for Use of Own Technology
----------------------------------------------------------------
The Wall Street Journal's Dana Mattioli reports that Apple Inc.
last week charged that Eastman Kodak Co. has been using Apple's
digital-processing technology.

As reported by the Troubled Company Reporter on January 19, 2010,
Kodak filed lawsuits against Apple and Research In Motion Limited
alleging the infringement of Kodak digital imaging technology.
The Kodak complaint, filed with the U.S. International Trade
Commission, specifically claims that Apple's iPhones and RIM's
camera-enabled BlackBerry devices infringe a Kodak patent that
covers technology related to a method for previewing images.
Separately, Kodak filed two suits against Apple in U.S. District
Court for the Western District of New York that claim the
infringement of patents related to digital cameras and certain
computer processes.

Ms. Mattioli notes that Apple's patent countersuit highlights
Kodak's continuing reliance on income from its intellectual-
property patents.  The report notes that in recent years,
aggressive litigation has become an increasingly important part of
Kodak's corporate strategy.  Income from patent-suit settlements -
- including $550 million from Samsung Electronics Co. and more
than $400 million from LG Electronics Inc. in the past 12 months -
- has helped to support Kodak as it struggles to complete the
switch from film to digital technologies.

According to the report, some analysts fear that Kodak is running
out of companies to sue and that its intellectual-property income
can't cushion its operational turnaround much longer.  The report
points out the majority of the deals Kodak has struck have been
nonrecurring, lump-sum arrangements.

The report also relates a Kodak spokesman said the Company's
operational turnaround is succeeding and that its profitability is
improving.  He added that Kodak has a "rich patent portfolio" and
has other licensing opportunities.  He declined to be specific.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of December 31, 2009, the Company had total assets of
$7.691 billion against total liabilities of $7.724 billion,
resulting in shareholders' deficit of $35 million.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.


ELAN CORPORATION: Moody's Retains 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service commented that the announcement by Elan
Corporation, plc, that it is exploring the separation of its Elan
Delivery Technologies business does not currently affect Elan's
rating or rating outlook until there is more clarity around the
terms of any transaction.  Elan is currently rated B2 (Corporate
Family Rating) with a positive rating outlook.

Moody's last rating action on Elan was on September 29, 2009, when
Moody's assigned a rating of B2 to Elan's new senior unsecured
note issuance.

Headquartered in Dublin, Ireland, Elan Corporation, plc, is a
specialty biopharmaceutical company with areas of expertise in
neurological and autoimmune disease, and drug delivery technology.
In 2009 Elan reported total revenue of $1.1 billion.


ELECTROGLAS INC: Commences Review of Proofs of Claim
----------------------------------------------------
Electroglas, Inc., and Electroglas International, Inc., have
commenced objections to proofs of claim filed in their cases.
netDockets reports that, according to the Debtors' claims and
noticing agent, Omni Management Group, LLC, creditors have filed
proofs of claim asserting more than $111 million in claims.  By
comparison, the Debtors' disclosure statement estimates the
total amount of allowed claims will be between $32 million to
$33 million.

According to netDockets, in the first omnibus claims objection,
the Debtors seek to:

     -- disallow five proofs of claim totaling roughly
        $4.16 million in asserted amount; and

     -- modify and allow three additional proofs of claim, which
        assert approximately $12.8 million in total claims.  The
        proposed allowed amounts of the claims is less than
        $880,000.

According to netDockets, the largest targets of the first omnibus
claims objection are Flextronics Industrial Ltd., Peninsula Master
Fund, Ltd., and Peninsula Technology Fund, each of which would see
its claim amount impacted by more than $1 million.

netDockets says the second omnibus claims objection targets 19
proofs of claim.  Each of these proofs of claim actually asserts
only an equity interest in the Debtors.  The asserted amount of
the proofs of claim exceeds $112,000 plus unliquidated amounts.
The Debtors seeks to have the proofs of claim reclassified as
equity interests, which will result in the claimants almost
certainly receiving no distribution, as the Debtors' disclosure
statement estimates that general unsecured claimants (other than
convenience class claimants) will receive less than 2% recovery on
their claims.

                      About Electroglas Inc.

Headquartered in San Jose, California, Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years.  The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.

The Company, along with affiliate Electroglas International, Inc.,
filed for Chapter 11 on July 9, 2009 (Bankr. D. Del. Lead Case No.
09-12416).  David B. Stratton, Esq., and James C. Carignan, Esq.,
at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.   The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.

The Debtors have sold all of their "motion control for advanced
technology assets" to Seneca Merger Sub, Inc., which is a
subsidiary of FormFactor, Inc.  They have sold substantially all
of their other assets to EG Systems, LLC.


ELECTROGLAS INC: May 26 Confirmation Hearing on Liquidating Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider at a hearing on May 26, 2010, at 1:30 p.m., prevailing
Eastern Time, the confirmation of Electroglas, Inc., and
Electroglas International, Inc.'s liquidating Chapter 11 Plan.
Objections, if any, are due on May 19, 2010, at 4:00 p.m., ET.

The Bankruptcy Court's approval of the Debtors' disclosure
statement allows the Debtors to commence the solicitation of votes
for confirmation of their Plan.

Plan materials and ballots were scheduled for mailing on April 19.
The deadline for returning completed ballots is on May 19.
The Debtors are also required to file their reply by May 21, at
4:00 p.m. ET.

The Debtors' assets were sold in two sale transactions that netted
$8.36 million.  Electroglas Inc. and Electroglas International
Inc. sold all of their "motion control for advanced technology
assets" to Seneca Merger Sub, Inc., a subsidiary of FormFactor,
Inc.  Electroglas sold all of its other assets to EG Systems, LLC.

Distributions to holders of general unsecured claims will be
comprised of mostly, if not exclusively, of $500,000 that was paid
by FormFactor, Inc., to WCSR at the closing of the sale of the
MCAT business.

The Plan will be funded by (i) available cash on the effective
date and (ii) funds available after the effective date from, among
other things, the liquidation of the Debtors' remaining assets,
the prosecution and resolution of causes of action, and any
release of cash from the disputed general unsecured claims reserve
and the plan administrator reserve after the effective date.

                       Treatment of Claims

Secured noteholder claims will receive a pro rata portion of
aggregate secured noteholder distribution, presently estimated to
be $3,724,000.  The estimated percentage recovery is 14%.

Deficiency claims will receive a pro rata portion of available
cash for deficiency claims.  The estimated percentage recovery is
de minimis.

Holders of EG general unsecured claims will receive a pro rata
portion of the unsecured creditor carveout account attributable to
EG general unsecured claims (97% of the entire unsecured creditor
carveout account).  The estimated percentage recovery is 1% to 2%.

Holdersof EII general unsecured claims will receive a pro rata
portion of the unsecured creditor carveout account attributable to
EG general unsecured claims (3% of the entire unsecured creditor
carveout account).  The estimated percentage recovery is 1% to 2%.

Holders of convenience claims will receive cash equal to 50% of
the allowed amount of the respective convenience claim, without
payment of interest.

Holders of EG equity interest and EII equity interest will receive
no distribution.

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

The Debtors are represented by:

     Pepper Hamilton LLC
     Attn: David B. Stratton, Esq.
           James C. Carignan, Esq.
     Hercules Plaza, Suite 5100
     1313 Market Street
     P.O. Box 1709
     Wilmington, DE 19899-1709

                      About Electroglas Inc.

Headquartered in San Jose, California, Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years.  The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.

The Company, along with affiliate Electroglas International, Inc.,
filed for Chapter 11 on July 9, 2009 (Bankr. D. Del. Lead Case No.
09-12416).  David B. Stratton, Esq., and James C. Carignan, Esq.,
at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.   The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.


ENCORE ACQUISITION: Moody's Withdraws 'B1' Rating on Senior Notes
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the B1 ratings on the
Encore Acquisition Company 6.25% Senior Subordinated Notes due
2014, the 6.0% Senior Subordinated Notes due 2015 and the 7.25%
Senior Subordinated Notes due 2017 following the redemption of
substantially all of these notes by Denbury Resources Inc. Moody's
has also withdrawn Encore's Ba3 Corporate Family Rating and
Probability of Default Rating.

Pursuant to the recent acquisition of Encore by Denbury, the
approximately $225 million of 9.5% Senior Subordinated Notes due
2016 issued by Encore that remain outstanding have become direct
obligations of Denbury and are rated B1, LGD 5 (73% changed from
74%).

The last rating action on Encore was on February 2, 2010, when its
Ba3 CFR and B1 senior subordinated notes ratings were confirmed
with a negative outlook.


ENERGY TRANSFER: Moody's Withdraws 'Ba2' Rating on $1.75BB Notes
----------------------------------------------------------------
Moody's Investors Service withdrew the Ba2 (LGD6, 92%) ratings
assigned to Energy Transfer Equity, L.P.'s proposed $1.75 billion
senior note offering and $200 million revolving credit facility.
This action follows ETE's postponement of the transactions.

The last rating action affecting ETE occurred on January 20, 2010,
when Moody's assigned ratings to ETE's proposed note offering and
revolving credit facility.

Energy Transfer Equity, L.P., and Energy Transfer Partners, L.P.,
are headquartered in Dallas, Texas.


ENVIRONMENTAL INFRASTRUCTURE: Dec. 31 Balance Upside-Down by $2.9M
------------------------------------------------------------------
Environmental Infrastructure Holdings Corp. filed on April 16,
2010, an unaudited annual report on Form 10-K for the year ended
December 31, 2009.

The Company's balance sheet as of December 31, 2009, showed
$1,925,343 in assets and $4,832,291 of debts, for a stockholders'
deficit of $2,906,948.

The Company reported a net loss of $7,945,754 on $3,654,043 of
revenue for 2009, compared with net income of $33,952 on
$6,073,439 of revenue for 2008.

"The Company has a total stockholders' deficit of $2,833,868 and
negative working capital.  Additionally, the Company incurred a
net loss of $7,911,682 for the year ended December 31, 2009.
These factors raise substantial doubt about the Company's ability
to continue as a going concern."

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

               http://researcharchives.com/t/s?6044

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. f/k/a Xiom Corp. (OTC BB: XMCP) is the parent company of
various environmental manufacturing, engineering and services
companies.  Currently the company has two wholly owned
subsidiaries in Equisol, LLC and Xiom Corp.

ERICKSON RETIREMENT: Plan Confirmed; Ch. 11 Exit by May Seen
------------------------------------------------------------
Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas issued an order confirming the Fourth
Amended Joint Plan of Reorganization of Erickson Retirement
Communities, LLC, and its debtor affiliates on April 16, 2010.

The confirmed Chapter 11 Plan is premised on the $365 million
sale of substantially all of the Erickson Retirement assets to
Redwood Capital Investments LLC and its affiliates.

Against this backdrop, ERC expects to emerge from Chapter 11 by
early May 2010, David Hilzenrath of The Washington Post reports.

"It's highly unusual and remarkable that a complex bankruptcy of
this scale was completed in such a short timeframe," ERC counsel
Thomas Califano, Esq., of DLA Piper LLP, related in a public
statement.

Redwood's successful bid for the ERC Assets required that a
consensual plan of reorganization be agreed to by ERC's numerous
creditors holding more than $2 billion in debt no later than
April 30, 2010.  Against this backdrop, it was essential that the
transaction and reorganization be completed in an expeditious
manner to preserve the rights of the residents, Mr. Califano
said.   "The only way this would be done was by aggressively
driving the process to a result," he pointed out.

"With financing for the purchase and development of new senior
living facilities still generally unavailable to its competitors,
Erickson under Redwood Capital's ownership will find itself in a
unique position to grow based on several existing sites that are
ready for development and expansion," John Cusack, Esq., a
partner at DLA Piper, in New York -- john.cusack@dlapiper.com --
added.

ERC owns 20 continuing care retirement communities that serve
more than 23,000 residents throughout 11 states in the U.S.

                     Section 1129 Requirements

Judge Jernigan held that the ERC Plan satisfied confirmation
requirements of Section 1129 of the Bankruptcy Code:

  (1) The Plan complies with the applicable provisions of the
      Bankruptcy Code.  As required by Rule 3016 of the Federal
      Rules of Bankruptcy Procedure, the Plan is dated and
      identifies the Debtors as proponents, thus satisfying
      Section 1129(a)(1).  In addition to Administrative Expense
      Claims, Compensation and Reimbursement Claims, Priority
      Tax Claims, and DIP Funding Claims, the Plan classifies
      nine Classes of Claims and Interests for each Debtor.
      Valid business, factual, and legal reasons exist for
      separately classifying the various Classes of Claims and
      Interests created under the Plan, and those Classes do not
      unfairly discriminate between Holders of Claims and
      Interests.  Thus, the Plan satisfies Sections 1122 and
      1123(a)(1) of the Bankruptcy Code.

  (2) The Plan complies with Section 1129(a)(2).  Specifically,
      each of the Debtors is an eligible debtor under Section
      109 of the Bankruptcy Code.  Moreover, the Debtors have
      complied with the Sections 1125 and 1126(b) of the
      Bankruptcy Code, the Bankruptcy Rules, the Local Rules,
      applicable non-bankruptcy law, an order scheduling
      deadlines to solicitation of the Plan or Scheduling Order,
      and all other applicable law, in transmitting the Plan,
      the Disclosure Statement, the Ballots, and related
      documents and notices and in soliciting and tabulating the
      votes on the Plan.

  (3) The Plan has been proposed in good faith and not by any
      means forbidden by law, thus satisfying Section
      1129(a)(3).  The Plan was proposed with the legitimate and
      honest purpose of maximizing the value of the Debtors'
      estates and effectuating a successful reorganization of
      the Debtors.

  (4) Any payment made or to be made by the Debtors for services
      or for costs and expenses of the Debtors' professionals in
      connection with their Chapter 11 cases, or in connection
      with the Plan and incident to these Chapter 11 cases, has
      been approved by, or is subject to the approval of, the
      Court as reasonable, thus satisfying Section 1129(a)(4).

  (5) The Plan complies with Section 1129(a)(5).  The identity
      and affiliations of the persons proposed to serve as the
      initial directors and officers of each of the Redwood
      Entities after confirmation of the Plan have been fully
      disclosed, and the appointment to, or continuance in, the
      offices of those persons is consistent with the interests
      of Holders of Claims against and Interests in the Debtors
      and with public policy.

  (6) After confirmation of the Plan, the Debtors' business will
      not involve rates established or approved by, or otherwise
      subject to, any governmental regulatory commission.  Thus,
      Section 1129 is satisfied.

  (7) The Plan satisfies Section 1129(a)(7).  The Plan
      Confirmation Declarations, the liquidation analysis
      provided in the Disclosure Statement, and the other
      evidence proffered or adduced at the Plan Confirmation
      Hearing (i) are persuasive and credible, (ii) have not
      been controverted by other evidence, and (iii) establish
      that each Holder of an impaired Claim or Interest either
      has accepted the Plan or will receive or retain under the
      Plan, on account of that Claim or Interest, property of a
      value, as of the effective date of the Plan, that is not
      less than the amount that the Holder would receive or
      retain if the Debtors were liquidated under chapter 7 of
      the Bankruptcy Code.

  (8) Section 1129(a)(8) governs the acceptance of the Plan by
      certain classes.  Holders of claims in the Deemed
      Rejecting Classes and Abstaining Classes are deemed to
      have not accepted the Plan.  Based on the evidence
      proffered, adduced, and presented by the Debtors in the
      Plan Confirmation Declarations and at the Plan
      Confirmation Hearing, the Plan does not discriminate
      unfairly and is fair and equitable with respect to those
      Classes, as required by Sections 1129(b)(1) and (b)(2),
      the Court held.  Thus, the Plan is confirmed
      notwithstanding the deemed rejection of the Plan by these
      Classes, Judge Jernigan opined.

  (9) The Plan provides for the treatment of Allowed
      Administrative Expense Claims, Priority Tax Claims and DIP
      Funding Claims, thereby satisfying the requirements of
      Section 1129(a)(9).

(10) Holders of Claims in the Voting Classes, except for 8
      "Abstaining Classes," voted to accept the Plan, thus
      satisfying the requirements of Section 1129(a)(10).  The
      Abstaining Claim Classes are Erickson Retirement
      Communities LLC Class 7 Management Agreement Claims;
      Columbus Campus LLC Class 3 Improvement Bond Claims;
      Columbus Campus Class 6 Community Loan Claims; Concord
      Campus LP Class 7 Other Secured Claims; Littleton Campus
      LLC Class 3 Mechanic's Lien Claims; Littleton Campus Class
      7 Other Secured Claims; Novi Campus LLC Class 3 Mechanic's
      Lien Claims; and Warminster Campus LP Class 6 Warminster
      Junior Loan Claims.

(11) The information in the Disclosure Statement and the Plan
      Confirmation Declarations and the evidence proffered or
      adduced at an April 15, 2010 confirmation hearing (i) is
      persuasive and credible, (ii) has not been controverted by
      other evidence, and (iii) establishes that the Plan is
      feasible, the Court acknowledged.  Based, in part, on the
      financial wherewithal of the Redwood Entities and their
      obligations under the Plan, there is a reasonable prospect
      of the Reorganized Debtors being able to meet their
      financial obligations under the Plan and operate their
      business in the ordinary course.  Confirmation of the Plan
      is not likely to be followed by the liquidation or the
      need for further financial reorganization of the
      Reorganized Debtors, thus satisfying the requirements of
      Section 1129(a)(11).

(12) The Plan provides that on the Effective Date and thus, as
      may be required, the Debtors will pay all fees payable
      pursuant to Section 1930 of Title 28 of the United States
      Code, thus satisfying Section 1129(a)(12).

(13) The Debtors do not maintain retirement plans or other
      benefits obligations other than a 401(k) plan.  Thus, the
      Debtors have satisfied Section 1129(a)(13).

(14) The Debtors are not required by a judicial or
      administrative order, or by statute, to pay a domestic
      support obligation.  Thus, Section 1129(a)(14) is
      inapplicable to the Debtors' Chapter 11 Cases.

(15) The Debtors are not individuals and thus, Section
      1129(a)(15) is inapplicable to their Chapter 11 cases.

(16) The Debtors are each a moneyed, business, or commercial
      corporation and thus, Section 1129(a)(16) is inapplicable
      to their Chapter 11 Cases.

The principal purpose of the Plan is not the avoidance of taxes
or the avoidance of the application of Section 5 of the
Securities Act, and no governmental entity has objected to the
confirmation of the Plan on those grounds, the Court found.
Thus, the Plan satisfies the requirements of Section 1129(d),
Judge Jernigan ruled.

The modifications and amendments to the Plan through April 16,
2010, meet the requirements of Section 1127(a) and (c) of the
Bankruptcy Code, Judge Jernigan further opined.  The
modifications do not materially and adversely affect the
treatment of the Claim of any creditor or Interest holder within
the meaning of Rule 3019(a) of the Federal Rules of Bankruptcy
Procedure, and no further solicitation or voting is required.
Accordingly, the Court authorizes the Debtors to execute
documents, including those contained in the Plan Supplement and
the Liquidating Creditor Trust Agreement, and take other actions
as may be necessary to effectuate the Plan.

                   Redwood Sale Approval, and
                     Other Sale Provisions

Judge Jernigan finds that the purchase of the Debtors' assets by
the Redwood Entities pursuant to the Second Amended Purchase and
Sale Agreement is in the best interests of the Debtors, their
estates, and parties-in-interest.

The Redwood Entities are acquiring substantially all of the
assets of the Debtors relating to the Debtors' Business and the
equity interests in the applicable Debtor Landowners, free and
clear of all liens, including certain real property liens, a list
of which is available for free at:

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

Certain real property liens and any liens retained pursuant to
any stipulation and order resolving an objection to confirmation
and certain permitted encumbrances, specifically the Community
Loans, Special District Tax Bonds, Warminster Purchase Option
Deposit Refund Agreement, and in the case of Warminster Campus,
LP, certain other obligations and encumbrances associated with
Ann's Choice's bonds will remain.  A schedule of the Remaining
Liens is available for free at:

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

As of the closing of the Sale, the Redwood Entities will permit
each of the communities subject to bonds namely Monarch Landing,
Sedgebrook and Linden Ponds access to use intellectual property,
personal property, permits, insurance or other Purchased Assets
as and to the extent used by each Bonded Community prior to the
sale on reasonable business terms and under pricing consistent
with industry standards and as mutually agreed by the Redwood
Entities, the applicable NSC-NFP, and the applicable Bond
Trustee.

The Confirmation Order also provides for these terms:

  * Kansas Special Assessment Bonds.  Judge Jernigan ruled that
     the assumption of $15 million in bonds issued by the City
     of Overland Park, Kansas, for Debtor Kansas Campus, LLC's
     property in Overland pursuant to the Plan is subject
     Redwood-ERC Kansas, LLC's acquisition of the assets of
     Kansas Campus in exchange for the assumption of (i) the
     obligation to pay the special assessments as owner of the
     Kansas Property for 2010 and subsequent years; and (ii) the
     obligations of Kansas Campus under certain development, tax
     regulatory and continuing disclosure agreements.

  * Compromises.  Compromises and settlements among the Debtors
     and the Creditors' Committee; the Lenders; NSC; the NSC-
     NFPs; HCP, Inc. and its affiliates; MSRESS III Dallas
     Campus, L.P., MSRESS III Denver Campus, LLC and MSRESS III
     Kansas Campus; Sovereign Bank; PPF MF 3900 Gracefield Road,
     LLC; the Bond Trustees, and Strategic Ashby Ponds Lender
     LLC and Strategic Concord Landholder, LP incorporated into
     the Plan, are all approved.

  * Auction Fee.  Judge Jernigan allows the $9 million auction
     fee to ERC Investment Holdings, LLC, or Coastwood as an
     allowed administrative expense of the Debtors' estates
     pursuant to Section 503(b) of the Bankruptcy Code.  The
     Debtors will pay the Auction Fee from the cash proceeds of
     the Redwood assets sale on the Closing Date.  The Auction
     Fee will be treated as a Payment in Full Claim pursuant to
     the Plan.

  * GST Loan.  The rights of Erickson Group with respect to a
     "GST Loan" are assigned to the Liquidating Creditor Trust
     for the benefit of the Construction Lenders with Erickson
     Group, LLC Guaranty Claims, subject to the Plan and the
     Liquidating Creditor Trust Agreement.  The GST Loan refers
     to a loan in the principal amount of $49,648,620 between
     Erickson Group, as lender, and John C. Erickson GST Trust
     and 2002 Nancy A. Erickson GST Trust, as borrowers.

  * CNA Policies.  Judge Jernigan conditioned the assignment of
     any insurance policies issued by Continental Casualty
     Company, Transportation Insurance Company, American
     Casualty Company of Reading, Pennsylvania and their
     American insurance affiliates for the Debtors until the
     Debtors and the Redwood Entities have executed and
     delivered to the CNA Entities an agreement providing for
     the Redwood Entities' assumption of all of the Debtors'
     obligations and liabilities under the CNA Insurance
     Agreements.  All of the Debtors' right and interest to the
     CNA Insurance Agreements will be assigned to the Redwood
     Acquisition Companies.

  * Closing Cash Payment Increase.  A Closing Cash Payment under
     the Second Amended MSPA has been increased pursuant to
     amendments to the Second Amended MSPA by an amount equal to
     $1,078,000, which amount the Debtors will pay over to the
     holders of Littleton Campus, LLC's Construction Loan Claim,
     plus other amounts provided for under the Plan.

  * Kansas Construction Loan Claim.  Holders of the Kansas
     Construction Loan Claim will receive a sum of $814,000, in
     addition to those other amounts provided for under the Plan
     and out of the initial entrance deposits held by PNC Bank
     National Association as collateral and administrative agent
     for the Holders of the Kansas Construction Loan Claims.

  * Liquidating Trust Agreement.  The Court approved an
     agreement governing the Liquidating Creditor Trust.  Dan
     Lain is appointed as Trustee under the Liquidating Creditor
     Trust Agreement.  The appointment of the Trust Governing
     Board is authorized and will be approved upon the Trustee's
     filing of a notice with the Court identifying the members
     of that Trust Governing Board.

A full-text copy of the Erickson Retirement Confirmation Order
dated April 16, 2010, is available for free at:

     http://bankrupt.com/misc/ERC_Apr16ConfirmationOrder.pdf

                    Plan Objections Overruled,
                        Parties Stipulate

All objections, responses, statements and comments in opposition
to the Plan, other than those withdrawn with prejudice, waived,
or settled prior to, or on the record at, the Plan Confirmation
Hearing, are overruled in their entirety, Judge Jernigan ruled.

In an effort to resolve plan confirmation objections, the Debtors
entered into separate Bankruptcy Court-approved stipulations with
Dallas County and Harris County, Regional Construction Services
and Sergio Luciani, and Garnet Valley School District, Concord
Township, Pennsylvania:

  (1) Dallas County and Harris County.  At Closing, the Debtors
       will pay the undisputed portion of the prepetition tax
       claims of the Counties and all other ad valorem property
       taxes for tax years 2004, 2007, 2008 and 2009 owed on
       property owned by the Debtors, along with the appropriate
       interest.  As to the disputed amount of ad valorem
       property taxes, the Debtors will segregate those into a
       separate account.

  (2) Regional Construction.  The Debtors will assume all
       obligations with respect to four Regional Construction
       contracts and make a $450,000 cure payment to Regional
       Construction immediately after the Closing.

  (3) Garnet Valley.  The Debtors will pay Garnet Valley the
       undisputed portion of the prepetition ad valorem property
       tax claims for 2009 and earlier owed to Garnet Valley.

                   Redwood Capital Supports Plan

Prior to entry of the Confirmation Order, R. Alan Butler,
president of Redwood Capital, filed with the Court a declaration
assuring Judge Jernigan that the Redwood Entities have the
financial wherewithal to perform under the Second Amended MSPA
and Plan.  The Redwood Entities are ready, willing and able to
close on the transactions set forth under the 2nd Amended MSPA
and Plan, he said.

As of the Effective Date and immediately after Closing, the
Redwood Entities will have, on a consolidated basis, $365 million
in capital, including about $60 million in cash, with the only
substantial debt being those assumed under the 2nd MSPA and Plan,
Mr. Butler noted.  Cash flow for the balance of 20l0 is expected
to be in the range of $45 million to $60 million from the
management contracts and collection of Initial Entrance Deposits
and financial projections indicate continued positive cash flow,
he further related.  In addition, Redwood Capital will have
access to a substantial line of credit that can be used for
additional capital needs, to the extent needed, he disclosed.

"The Redwood Entities will be adequately capitalized at Closing,
will have cash flows and other sources of capital in more than a
sufficient amount to meet the financial obligations they are
undertaking under the Plan and Second Amended MSPA," Mr. Butler
averred.

                     Amended Plan Exhibits

Before the Court entered the Confirmation Order, the Debtors
filed on April 14 and 16, 2010, amended exhibits to the Plan.

The Amended Plan Supplements contain (i) further modifications to
the Plan since April 9, 2010; (ii) cumulative modifications to
version of the Plan dated March 8, 2010; (iii) corrected
transaction implementation pool; and (iv) a revised settlement
agreement with MSRESS III Dallas Campus, L.P., MSRESS III Denver
Campus, LLC and MSRESS III Kansas Campus, L.P.

To address objections to the Plan, the Debtors also filed with
the Court a copy of the Plan dated March 8, 2010, containing
these modifications:

  * With respect to Warminster Campus Letters of Credit, the
    only collateral held by PNC Bank to secure its claims
    arising from the Warminster Letters of Credit are certain
    certificates of deposit and any interest accrued that relate
    to the Warminster LOCs.  PNC Bank will release its liens on
    the CODs with the amounts of $115,007 and $550,000, which
    CODs will be contributed to the TIP.

  * Subordinated Taxable Adjustable Mezzanine Put Securities or
    STAMPS Series 2007 and its related indenture will be deemed
    automatically extinguished, cancelled and of no further
    force or effect.  The Bank of New York Mellon as the
    indenture trustee of the STAMPS and the Reorganized Debtors
    will have no continuing obligations.   The obligations of
    BoNY Mellon and the Debtors pursuant to the STAMPS Indenture
    will be automatically released and discharged.
    Notwithstanding confirmation of the Plan, the STAMPS and
    STAMPS Indenture will continue in effect solely for purposes
    of:

      (a) allowing holders of the STAMPS to receive
          distributions under the Plan;

      (b) allowing a Disbursing Agent to make distributions on
          account of the STAMPS;

      (c) permitting BoNY Mellon to maintain any rights and
          liens it may have against property other than the
          Reorganized Debtors' property for fees, costs, and
          expenses pursuant to the STAMPS Indenture; and

      (d) allowing any holders of the STAMPS who have voted
          against the Plan or opted out of the releases in the
          Plan to prosecute or defend any matter with
          respect to any and all rights and claims they may
          have, including any rights or claims arising from the
          issuance of the STAMPS until the time as all those
          rights or claims have been resolved by a final order
          and any obligations are satisfied.

  * The charging lien of BoNY Mellon will survive confirmation
    of the Plan and the effective date of the Plan to the extent
    BoNY Mellon's fees and expenses, including the fees and
    expenses of its counsel are not paid.  BoNY Mellon's fees
    and expenses will be paid directly to BoNY Mellon.

  * To the extent any tax obligations of a landowner Debtor are
    abated or refunded, all those abatements, refunds and
    recoveries will be disbursed to the applicable agent for
    Construction Lenders to applicable Landowner Debtor for
    distribution to the Construction Lenders in accordance with
    their construction loan documents.  To the extent any tax
    obligations of Erickson Group, LLC are abated or refunded,
    all those abatements, refunds and recoveries will be
    distributed, pro rata, to holders of Erickson Group
    Guaranty Claims.

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

The Debtors also submitted to the Court a copy of the cumulative
changes made to the Plan since March 8, 2010, available for free
at http://bankrupt.com/misc/ERC_PlanChangesasofApr16.pdf

The Debtors amended their TIP under the Plan to reflect an
increase in portion of Warminster Junior Loan Payment from
$8,022,000 to $8,200,000.  The corrected TIP is now:

                                           Payments
                                       ------------
  PNC Claim Secured by Corporate HQ      $1,203,000
  Dallas Construction Loan Payment        2,000,000
  Kansas Construction Loan Payment        4,347,000
  Littleton Junior Loan Payment           1,000,000
  Warminster Junior Loan Payment          8,200,000
  Trust Cash                              2,500,000
  Strategic Ashby Ponds Lender, LLC
   and Strategic Concord Landholder, LP   1,000,000
  Creditors Committee Professional Fees     500,000
                                       ------------
                                        $20,572,000
                                       ============

The Debtors also filed with the Court a revised settlement
agreement with the MSRESS IIII Entities and Capmark Finance, Inc.,
to change reference to Debtor Dallas Campus LP from "Dallas
Debtor" to "Dallas Campus."  A full-text copy of the Amended
Settlement Agreement is available for free at:

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

The Debtors filed with the Court on April 15, 2010, amended
schedules of contracts to be assumed and assigned under the Plan.
Schedules of the contracts to be assumed under the Plan are
available for free at:

       http://bankrupt.com/misc/ERC_2ndAmContractsList.pdf
       http://bankrupt.com/misc/ERC_3rdAmContractsList.pdf

                      Debtors' Statement
           on the Rescheduled Confirmation Hearing

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
contended that the Debtors understood the gravity of the
Confirmation Hearing, and thus took extreme measure to notify
parties interested in the hearing before changing the time of the
Confirmation Hearing from 2:30 p.m. to 9:30 a.m.   None of those
parties objected to reset Confirmation Hearing time, he said.  In
fact, the only opposition to the change has been from William T.
Neary, the U.S. Trustee for Region 6, he noted.

Thus, the concern regarding notice and due process expressed by
the U.S. Trustee is unique, Mr. Slusher pointed out.  "Since the
Confirmation Hearing has been moved to an earlier hour, the
Debtors and the Bankruptcy Court will have more time to address
the concerns that the vast number of creditors' in this complex
case may have," he maintained.

              DLA Piper Helped Stabilize Operations

Led by DLA Piper attorneys Thomas Califano and John Cusack,
Erickson Retirement Communities LLC emerged from bankruptcy in
expedited fashion as the court approved Erickson's reorganization
plan and sale to Redwood Capital and affiliates in less than seven
months.  In December 2009, Redwood outbid an investment group led
by Kohlberg Kravis Roberts & Co. during an auction held at DLA
Piper's New York office at the end of a process run by Matt
Niemann of Houlihan Lokey.  Redwood Capital agreed to purchase all
of Erickson's assets for $365 million.  The conditions of Redwood
Capital's successful bid required that a consensual plan of
reorganization be agreed to by Erickson's numerous creditors
holding in excess of $2 billion of debt no later than April 30,
2010.

While under bankruptcy protection, DLA Piper worked with the
company and its advisors to stabilize operations, put in place
debtor in possession financing and provide certainty to the
Erickson's residents.  The operational improvements and
stabilization of the business were led by Guy Sansone of Alvarez
and Marsal as Chief Restructuring Officer.

"It's highly unusual and remarkable that a complex bankruptcy of
this scale was completed in such a tight timeframe," said
Califano, vice chair of DLA Piper's Restructuring practice.  "It
was essential that this transaction and reorganization be
completed in an expeditious manner to preserve the rights of the
residents.  The only way this would be done was by aggressively
driving the process to a result."

"We pursued an aggressive time schedule designed to capitalize on
Erickson's inherent value in the senior living sector and to avoid
a deterioration of Erickson's business.  The expedited auction and
reorganization allowed the company to preserve value for all
stakeholders and protect the residents interest in their living
communities," said Cusack, Vice-chair of DLA Piper's Finance
practice and Chair of its Real Estate Capital Markets Group.
"With financing for the purchase and development of new senior
living facilities still generally unavailable to its competitors,
Erickson under Redwood Capital's ownership will find itself in a
unique position to grow based on several existing sites that are
ready for development and expansion."

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Proposes Hickory Chase Settlement
------------------------------------------------------
Debtors Columbus Campus, LLC, and Erickson Retirement Communities,
LLC, seek permission from the Court to enter into a settlement
agreement involving the transfer of a real and personal property
located at 4383 Davidson Road, Hilliard, in Franklin County,
Ohio, commonly known as the Hickory Chase Campus to a newly-
formed entity.

In July 2009, KeyBank National Association and other lenders to
Columbus Campus under a construction loan agreement commenced a
foreclosure action against Hickory Chase Campus before the Civil
Division in the Court of Common Pleas, Franklin County, Ohio.
The Action seeks to collect the amount owed to the Columbus
Construction Lenders under the Columbus Construction Loan
Agreement and related documents, and foreclose on the Hickory
Chase Campus.

The Foreclosure Action named as defendants Columbus Campus, ERC,
and 36 other entities with possible interests in the Hickory
Chase Campus.  The State Court appointed John A. Rothschild, Jr.,
as receiver for the Hickory Chase Campus on July 19, 2009.

The Disclosure Statement for the Debtors' Fourth Amended Joint
Plan of Reorganization provides that Columbus Campus expects to
liquidate Hickory Chase Campus by delivering to the Columbus
Construction Lenders a deed in lieu of foreclosure before the
effective date of the Plan or allowing the Columbus Construction
Lenders to complete their foreclosure process.

To resolve disputes among entities asserting an interest in
Hickory Chase Campus in the most cost-effective method for
Columbus Campus, the Debtors entered into the Settlement
Agreement with the Columbus Construction Lenders.

The salient terms of the Settlement are:

  (1) KeyBank will cause a new entity -- NewCo -- to be formed
      for the purpose of holding title to the real and personal
      property comprising Hickory Chase Campus, subject to all
      liens and encumbrances and the pending Foreclosure Action.

  (2) Pursuant to Section 363(b) of the Bankruptcy Code,
      Columbus Campus will transfer its interest in Hickory
      Chase Campus to NewCo by quitclaim deed.

  (3) The Transfer is subject to all liens and encumbrances and,
      with the exception of Columbus Campus' interest, all
      interest in Hickory Chase Campus will remain to the same
      extent and priority as they now exist.

  (4) The automatic stay under Section 362 of the Bankruptcy
      Code is modified solely to permit the Foreclosure Action
      to proceed.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
discloses that the total debt secured by liens on Hickory Chase
Campus far exceeds its present value.  Since Columbus Campus has
no equity in Hickory Chase Campus, Columbus Campus would like to
reduce its involvement and the associated expense in the dispute.
Thus, Columbus Campus believes that transferring Hickory Chase
Campus to NewCo and resolving the inter-creditor disputes in the
Foreclosure Action would allow it to do so.

Mr. Slusher also points out that the State Court would be a more
convenient forum as Hickory Chase Campus is in Ohio, most of the
parties claiming interests in the Hickory Chase Campus are
located in Ohio, and the Foreclosure Action has begun.

The Settlement Agreement does not prejudice the rights of those
entities claiming an interest in Hickory Chase Campus, Mr.
Slusher assures the Court.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Seeks April 30 Extension for DIP Financing
---------------------------------------------------------------
Erickson Retirement Communities LLC and its units asked for the
Court's authority to enter into a first amendment to the Amended
and Restated Superpriority DIP Loan Agreement with ERC Funding Co.
LLC as DIP Lender.

The existing DIP Facility has a maturity date of April 17, 2010.
The Debtors previously believed there would be a plan
confirmation in place at the time of entry into the DIP Financing
and before the Maturity Date.  However, the confirmation of the
Plan was delayed on account of issues with multiple creditor
constituencies, which disputes have now been resolved, according
to Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas.

Against this backdrop, the Debtors and the DIP Lender entered
into the First Amendment that contemplates:

  (i) an extension of the Maturity Date of the DIP Facility
      until April 30, 2010; and

(ii) the Debtors' payment of a $25,000 extension fee to the
      DIP Lender.

Mr. Slusher asserts that while confirmation of the Debtors'
Fourth Amended Joint Plan of Reorganization occurred before the
DIP Facility Maturity Date, an extension of the Maturity Date is
necessary so that the DIP Facility is still in place upon the
effective date of the Plan.

He stresses that the Debtors' entry into the First DIP Amendment
will provide a continuation of the Debtors' immediate and ongoing
access to funds to pay their current and ongoing operating
expenses, including postpetition wages and salaries and vendors
costs.  In addition, the continued availability of credit under
the DIP Facility will provide confidence to the residents,
employees, and trade vendors, thus promoting a successful
reorganization, Mr. Slusher maintains.

In a related request, the Debtors ask the Court to consider the
DIP Amendment Motion on an expedited basis.  The continuation of
the Debtors' DIP funding is necessary for the Debtors' successful
reorganization, Mr. Slusher stresses.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


EXCELLENCY INVESTMENT: M&K CPAs Raises Going Concern Doubt
----------------------------------------------------------
Excellency Investment Realty Trust, Inc., filed on April 16, 2010,
its annual report on Form 10-K for the year ended December 31,
2009.

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 suffered a net loss from
operations and has a net capital deficiency.

The Company reported a net loss of $2,289,273 on $1,807,699 of
rental revenue for 2009, compared with a net loss of $2,170,449 on
$1,771,754 of rental revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$4,303,833 in assets and $20,996,748 of debts, for a stockholders'
deficit of $16,692,915.

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

               http://researcharchives.com/t/s?6048

Headquartered in New York, Excellency Investment Realty Trust,
Inc. is engaged in the business of acquiring, developing, holding
for investment, operating and selling apartment properties in
metropolitan areas on the east coast of the United States.  The
Company intends to qualify as a real estate investment trust, or
REIT, under the Internal Revenue Code of 1986, as amended.

Through its subsidiaries, the Company owns eight residential real
estate properties, consisting of an aggregate of 271 apartment
units, and comprising a total of roughly 221,839 square feet, all
of which are leased to residential tenants.  Each of the
properties is located in the metropolitan Hartford area of
Connecticut.  At December 31, 2009, the properties' occupancy rate
was roughly 90.4%.


FEDERAL-MOGUL: Elects D. Ninivaggi as Non-Independent Director
--------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Federal-Mogul Corporation said that Daniel A.
Ninivaggi was elected by the Board of Directors to serve as a non-
independent director effective March 18, 2010.

Mr. Ninivaggi will hold office until the next annual election or
until his successor is duly elected and will qualify, or until his
earlier resignation or removal.  Effective April 1, 2010, he
serves as the president of Icahn Enterprises L.P., which is the
owner of approximately 76% of the Company's outstanding shares of
common stock and an affiliate of Mr. Carl C. Icahn, the Chairman
of the Company's Board of Directors.

Mr. Ninivaggi has served as Of Counsel to the law firm of Winston
& Strawn LLP since July 2009 and as a partner from 1998 to 2003.
From 2003 until July 2009, Mr. Ninivaggi served in a variety of
executive positions at Lear Corporation, including as General
Counsel from 2003 through 2007, as Senior Vice President from 2004
until 2006, and most recently as Executive Vice President and
Chief Administrative Officer from 2006.  He is also a director of
CIT Group Inc., a bank holding company.

In connection with his election, Mr. Ninivaggi files with the SEC
an initial statement of beneficial ownership of securities.  He
reveals that he does not beneficially own any of the Company's
securities.

                         About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Extends J.M. Alapont Employment Pact Thru 2013
-------------------------------------------------------------
Federal-Mogul Corporation and Jose Maria Alapont entered into
three agreements, pursuant to which he agreed to remain as the
Company's president and chief executive officer through March 23,
2013, according to a regulatory filing with the Securities and
Exchange Commission.

The Agreements, signed on March 18, 2010, and effective as of
March 23, amended and restated certain existing agreements between
Mr. Alapont and the Company.  He will also continue as a member of
the Company's Board of Directors.  The Agreements are:

  (1) the Second Amended and Restated Employment Agreement,
      which amends and restates the original employment
      agreement dated as of December 31, 2008.  Under the SAREA,
      Mr. Alapont has agreed to extend his employment at a
      salary of $1.5 million per annum with an annual cash bonus
      not to exceed his salary, and provides for payments under
      certain benefit plans and fringe benefits;

  (2) in connection with the SAREA, the restated Stock Option
      Agreement dated February 15, 2008, in respect of options
      to purchase 4,000,000 shares of Common Stock of the
      Company under the Stock Option Agreement and did so by
      entering into a Restated Stock Option Agreement dated as
      of March 23, 2010; and

  (3) the Amended and Restated Deferred Compensation dated as of
      December 31, 2008, which reflects the extended term of
      Mr. Alapont's employment by entering into the Second
      Amended and Restated Deferred Compensation Agreement dated
      as of March 23, 2010.

As of March 23, 2010, Mr. Alapont has fully qualified for 20 years
of service credit under the Company's KEY Executive Pension Plan,
and accordingly, no further years of service credit may be earned
under the Key Plan and he may retire from the Company and receive
benefits under this plan at any time.  Pursuant to the SAREA, the
Company and Mr. Alapont agreed that for purposes of determining
"Final Average Compensation," as that term is defined in the KEY
Plan, the period for determining the three consecutive years in
which Mr. Alapont earned the highest compensation will be the five
year period ending March 23, 2010.

The Company has agreed in the Restated Option Agreement to
register under the Securities Act of 1933, as amended, the shares
of Common Stock subject to the Option.  The Restated Option
Agreement also provides that the Company, acting through the
Compensation Committee of the Board, has the right in connection
with any exercise of the Option, to cash out all or part of the
portion of the shares of Common Stock for which the Option is
being exercised by paying Mr. Alapont an amount in cash equal to
the excess of the fair market value of the Common Stock.

Mr. Alapont joined Federal-Mogul in 2005 and is credited, in
conjunction with Carl Icahn, with guiding the company to exit from
difficult bankruptcy proceedings in the United States and United
Kingdom.  Under his leadership the company has implemented its
strategy of sustainable global profitable growth, restructured its
global manufacturing and engineering network to better serve its
diverse customer base and continued to invest in differentiating
technologies to enhance fuel economy, reduce emissions and improve
vehicle safety.  Federal-Mogul has become a leading, world-class,
diversified, global company based on technology, innovation and
competitive cost.

"I am pleased to stay with the company to continue to develop our
strategy of sustainable global profitable growth and look forward
to working with our Chairman Carl Icahn and the rest of the board
of directors, the management team and all the men and women of
Federal-Mogul to keep satisfying our customers and shareholders,"
said Alapont.

Carl Icahn stated that he is delighted that Jose Maria Alapont has
agreed to remain with the Company for another three years.  Mr.
Icahn further stated that he is "looking forward to continuing to
work with Jose Maria."

Mr. Alapont joined the company as president, CEO and a member of
the board of directors in March 2005.  He served as chairman of
the board of directors from 2005 to 2007.  He has more than 35
years of global leadership experience in both vehicle
manufacturers and suppliers with business and operations
responsibilities in the Americas, Asia Pacific, Europe, Middle
East and Africa regions.  Mr. Alapont, between 2003 and 2005 was
chief executive officer and a member of the board of directors of
IVECO, the commercial vehicle company of the Fiat Group.  He
served in various key executive positions at Delphi Corporation, a
global automotive supplier from 1997 to 2003.  He began at Delphi
as executive director of international operations.  In 1999, Mr.
Alapont was named president of Delphi Europe, Middle East and
Africa and a vice president of Delphi Corporation and also became
a member of the Delphi Strategy Board, the company's top policy-
making group.  In 2003, Mr. Alapont was named president of
Delphi's international operations, and vice president of sales and
marketing.  Mr. Alapont, from 1990 to 1997, served in several
executive roles and was a member of the Strategy Board at Valeo, a
global automotive supplier.  He started at Valeo as managing
director of engine cooling systems, Spain.  In 1991, Mr. Alapont
was named executive director of Valeo's worldwide heavy-duty
engine cooling operations.  He became group vice president in
1992, of Valeo's worldwide clutch and transmission components
division.  He was named group vice president of the company's
worldwide lighting systems division in 1996.

Mr. Alapont began and developed his automotive career from 1974 to
1989 at Ford Motor Company, and over the course of 15 years,
starting at Ford of Spain, progressed through different management
and executive positions in quality, testing and validation,
manufacturing and purchasing positions at Ford of Europe.  A
native of Spain, Mr. Alapont earned degrees in industrial
engineering from the Technical School of Valencia in Spain and in
philology from the University of Valencia in Spain.

                         About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Wants Final Decree Closing 75 Cases
--------------------------------------------------
Reorganized debtor-affiliates of Federal Mogul Corp. ask the U.S.
Bankruptcy Court for the District of Delaware to enter a final
decree closing 75 of the their 82 Chapter 11 cases, pursuant to
Section 350(a) of the Bankruptcy Code, Rule 3022 of the Federal
Rules of Bankruptcy Procedure and Rule 5009-1 of the Local
Bankruptcy Rules of the District of Delaware.

The 75 Specified Debtors are:

  17 U.S. Debtors                              Case Number
  ---------------                              -----------
  Carter Automotive Company, Inc.                01-10580
  Federal-Mogul Dutch Holdings, Inc.             01-10591
  Federal-Mogul FX, Inc.                         01-10605
  Federal-Mogul Global Properties, Inc.          01-10601
  Federal-Mogul Ignition Company                 01-10613
  Federal-Mogul Machine Tool, Inc.               01-10647
  Federal-Mogul Mystic, Inc.                     01-10615
  Federal-Mogul Piston Rings, Inc.               01-10625
  Federal-Mogul Powertrain, Inc.                 01-10621
  Federal-Mogul Puerto Rico, Inc.                01-10630
  Federal-Mogul U.K. Holdings, Inc.              01-10651
  Federal-Mogul Venture Corporation              01-10641
  Federal-Mogul World Wide, Inc.                 01-10655
  FM International LLC                           01-10665
  J. W.J. Holdings, Inc.                         01-10685
  McCord Sealing, Inc.                           01-10687
  T&N Industries Inc.                            01-10689

  58 U.K. Debtors
  ---------------
  AE Piston Products Limited                     01-10589
  Greet Limited                                  01-10668
  Hepworth & Grandage Limited                    01-10691
  T&N Investments Limited                        01-10757
  T&N Piston Products Group Limited              01-10774
  T&N Properties Limited                         01-10761
  T&N Shelf Eighteen Limited                     01-10763
  T&N Shelf Nineteen Limited                     01-10755
  T&N Shelf Three Limited                        01-10644
  Federal-Mogul Aftermarket UK Limited           01-10694
  Federal-Mogul Bridgwater Limited               01-10702
  Federal-Mogul Camshafts Limited                01-10705
  Federal-Mogul Powertrain Systems Int. Ltd.     01-10587
  Federal-Mogul Sealing Systems (Cardiff) Ltd.   01-10593
  Federal-Mogul Shoreham Limited                 01-10619
  Federal-Mogul Sintered Products Limited        01-10627
  Federal-Mogul Systems Protection Group Ltd.    01-10649
  Federal-Mogul Technology Limited               01-10656
  F-M UK Holding Limited                         01-10697
  TBA Industrial Products Limited                01-10729
  Aeroplane & Motor Aluminum Castings Limited    01-10598
  Ashburton Road Services Limited                01-10604
  Brake Linings Limited                          01-10622
  Duron Limited                                  01-10650
  Edmunds, Walker & Co. Limited                  01-10664
  Federal-Mogul Bradford Limited                 01-10696
  Federal-Mogul Camshaft Castings Limited        01-10703
  Federal-Mogul Engineering Limited              01-10707
  Federal-Mogul Eurofriction Limited             01-10742
  Federal-Mogul Friction Products Limited        01-10712
  Federal-Mogul Global Growth Limited            01-10715
  Federal-Mogul Ignition (U.K.) Limited          01-10613
  Federal-Mogul Sealing Systems (Rochdale) Ltd.  01-10596
  Federal-Mogul Sealing Systems (Slough) Ltd.    01-10603
  Federal-Mogul Sealing Systems Limited          01-10610
  Ferodo Caernarfon Limited                      01-10669
  Ferodo Limited                                 01-10686
  Fleetside Investments Limited                  01-10693
  Friction Materials Limited                     01-10742
  Halls Gaskets Limited                          01-10675
  l.W. Roberts Limited                           01-10739
  Lanoth Limited                                 01-10744
  Newalls Insulation Company Limited             01-10638
  T AF International Limited                     01-10753
  T&N Shelf One Limited                          01-10758
  T&N Shelf Seven Limited                        01-10760
  T&N Shelf Twenty Limited                       01-10652
  T&N Shelf Twenty-One Limited                   01-10768
  T&N Shelf Twenty-Six Limited                   01-10769
  TBA Belting Limited                            01-10732
  Telford Technology Supplies Limited            01-10724
  The Washington Chemical Company Limited        01-10710
  Turner & Newall Limited                        01-10718
  Turner Brothers Asbestos Company Limited       01-10721
  T&N Holdings Limited                           01-10754
  T&N International Limited                      01-10756
  T&N Materials Research Limited                 01-10759
  Well worthy Limited                            01-10728

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware -- joneill@pszjlaw.com -- assures Judge
Judith Fitzgerald that the Specified Debtors have fully
administered their Chapter 11 cases and have made all
distributions required to be made under the Debtors' Confirmed
Fourth Amended Joint Plan of Reorganization.

On October 1, 2001, each of the Reorganized Debtors, together with
other affiliated entities, commenced their Chapter 11 cases.  The
Court allowed consolidation of the cases for procedural purposes
only.  Judge Fitzgerald confirmed the Debtors' Plan on November 8,
2007.  The U.S. District Court for the District of Delaware
subsequently affirmed the Confirmation Order.  The Plan became
effective on December 27, 2007.

The Plan applied to the 82 Debtors.  The Chapter 11 cases of 75
Debtors were dismissed by a Court order as of the Effective Date.
Confirmation of the Plan followed the coming into effect of
company voluntary arrangements for 51 of the Debtors in the United
Kingdom.  The CVAs acted as governing documents for the
restructuring of certain Debtors incorporated under the laws of
England and Wales, and function similarly to a Chapter 11 plan in
the United States.  The Plan recognized the treatment afforded to
various classes of claims under the CVAs.

In the over two years since the Effective Date, the Reorganized
Debtors have been engaged in fulfilling their commitments and
responsibilities under the Plan, Mr. O'Neill tells the Court.  He
notes that they have resolved nearly all prepetition general
unsecured claims against the U.S. Reorganized Debtors, and the
Reorganized Debtors have made each of the three installment
payments under the Plan to holders of general unsecured claims
against the U.S. Debtors, with the third and final payment having
been made in early March 2010.

Nearly all of the U.K. Debtors' CVAs have been completed as
determined by the supervisors of those CVAs, with holders of
general unsecured claims having had their claims satisfied in
accordance with the terms of the Plan and the CVAs, Mr. O'Neill
informs Judge Fitzgerald.  He adds that the asbestos trusts
described in the Plan and the CVAs -- one in the United States and
another in the United Kingdom -- have been established and funded
for the purpose of assuming responsibility for Asbestos Personal
Injury Claims against the Debtors.

In many cases, the Specified Debtors are entities that had limited
business operations involving third parties as of the Petition
Date and for some period preceding the Petition Date, Mr. O'Neill
relates.  As a result, these entities had comparatively few third-
party liabilities to address in their Chapter 11 cases.  He
assures the Court that the Reorganized Debtors have now verified
that third-party liabilities respecting the Specified Debtors have
been addressed as provided for in the Plan, and all distributions
relating to those third-party liabilities required to be made
under the Plan have been made.

Given the progress in implementing the Plan since the Effective
Date, the Reorganized Debtors have now determined that the large
majority of the Reorganized Debtors' Chapter 11 cases may be
closed, Mr. O'Neill asserts.  With respect to the remaining
Reorganized Debtors, he notes, there remain either open unresolved
claims against the Reorganized Debtors that must be resolved
before the applicable Chapter 11 case may be closed, and other
actual or potential issues may exist that have caused the
Reorganized Debtors not to seek to close the Chapter 11 cases at
present.

"In short, the Specified Debtors whose Chapter 11 cases are sought
to be closed by this Motion have fully administered their chapter
11 cases, have paid all required fees, and have no further matters
to address in their [C]hapter 11 cases," Mr. O'Neill says.

While Asbestos Personal Injury Claims may be asserted in the
future against certain of the Specified Debtors solely to the
extent provided for in Section 4.5 of the Plan, any Asbestos
Personal Injury Claims will be addressed as provided for in the
Plan,

Closure of the Specified Debtors' Chapter 11 cases will not, and
is not intended to, affect the operation of the provisions of the
Plan; however, in the event reopening any of the Specified
Debtors' cases were to become necessary, the Reorganized Debtors
reserve their rights to seek a reopening, Mr. O'Neill tells the
Court.

                         About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEEL GOLF: Farber Hass Raises Going Concern Doubt
-------------------------------------------------
Feel Golf Co., Inc., filed on April 14 its annual report on Form
10-K for the year ended December 31, 2009.

Farber Hass Hurley LLP, in Camarilo, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant losses in 2009 and 2008 and has an accumulated deficit
of roughly $6,400,000.

The Company reported a net loss of $935,599 on $485,773 of revenue
for 2009, compared with a net loss of $1,347,705 on $693,388 of
revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$3,439,620 in assets, $1,190,895 of debts, and $2,248,725 of
stockholders' equity.

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

               http://researcharchives.com/t/s?6065

Salinas, Calif.-based Feel Golf Co., Inc. produces golf clubs
including drivers, irons and wedges.


FIELDSTONE MORTGAGE: Rejects Parent Co.'s Software Contracts
------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor's possession of computer
software that was the subject of executory licensing agreements
between the software owner and the debtor's corporate parent,
coupled with the software owner's demand for payment and the
possibility that the debtor had somehow succeeded to the parent's
rights and liabilities under the agreements on an "alter ego" or
other theory, provided a sufficient basis for the debtor to file
motions to reject the agreements.  The debtor's rejection was not
an automatic acknowledgment that it was legally obligated to
perform the agreements or that it was liable in damages for
failing to perform them.  Moreover, in the absence of proof that
the debtor was liable for performance, the debtor's rejection of
these executory contracts, in an attempt to foreclose a claim for
performance on its part, did not give rise to any claim on the
software owner's part, including an administrative expense claim.
In re Fieldstone Mortg. Co., --- B.R. ----, 2010 WL 1172953
(Bankr. D. Md.).

                    About Fieldstone Mortgage

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- is a direct lender that
offers mortgage loans for multiple credit situations in the United
States.  In September 2007, Fieldstone was the target of a lawsuit
by Morgan Stanley over 72 mortgages totalling $26.5 million that
had no, or late, payments.

Fieldstone sought Chapter 11 protection (Bankr. D. Md. Case No.
07-21814) on Nov. 23, 2007, citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor.  The U.S. Trustee appointed an
Official Committee of Unsecured Creditors in this case, which
is represented by Christopher J. Giaimo, Esq., and Jeffrey Neil
Rothleder, Esq., at Arent Fox LLP.  The Debtors disclosed total
assets of $14,465,348 and total debts of $121,342,790.  The Hon.
James F. Schneider confirmed Fieldstone Mortgage Company's
Chapter 11 plan of reorganization in July 2008.


FIRST COMMUNITY: Files Chapter 11 in Columbus
---------------------------------------------
First Community Village filed a Chapter 11 petition on April 18 in
Columbus, Ohio (Bankr. S.D. Ohio Case No. 10-54533).

First Community is the not-for-profit owner of a continuing-care
retirement facility in Upper Arlington, Ohio.  The petition says
assets and debt are both $50 million to $100 million.  Debt
includes $59.5 million on first-lien bonds and $1.7 million on a
subordinate secured debt.  Other liabilities include $17.5 million
in liens filed by contractors.

According to Bloomberg News, First Community said its financial
problems were caused by a demolition and reconstruction project
that ran over budget.

The Company said it is seeking approval of a debt restructuring
plan that proposes to settle its debts and emerge within six
months, according to Carrie Ghose at Business First of Columbus


FIRST FEDERAL: Deloitt & Touche Raises Going Concern Doubt
----------------------------------------------------------
First Federal Bancshares of Arkansas, Inc. filed on April 15,
2010, its annual report on Form 10-K for the year ended
December 31, 2009.

Deloitte & Touche LLP, in Little Rock, Ark., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted of the Company's significant
operating losses in 2009, significant levels of criticized assets,
and decline in capital levels.  The Company has entered into a
written agreement with the Office of Thrift Supervision which
requires the Company to meet certain minimum capital requirements
by December 31, 2010.  The Company plans to file a capital plan
with the OTS by the agreed upon deadline of June 30, 2010.
Failure to meet the capital requirements included in the capital
plan would expose the Company to regulatory sanctions that may
include further restrictions on operations and growth, mandatory
asset dispositions and liquidation.

The Company reported a net loss of $45.5 million on net interest
income before provision for loan losses of $20.8 million for 2009,
compared with net income of $2.5 million on net interest income
before provision for loan losses of $21.8 million for 2008.

The Company's balance sheet as of December 31, 2009, showed
$731.1 million in assets, $687.8 million of debts, and
$43.3 million of stockholders' equity.  At December 31, 2009, the
Company had net loans receivable of $481.5 million ($566.5 million
at December 31, 2008) and deposit liabilities of $624.6 million
($618.0 million at December 31, 2008).

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

               http://researcharchives.com/t/s?604c

Harrison, Ark.-based First Federal Bancshares of Arkansas, Inc. is
a Texas corporation organized in January 1996 by First Federal
Bank for the purpose of becoming a unitary holding company of the
Bank.  The significant asset of the Company is the capital stock
of the Bank.

First Federal Bank is a federally chartered stock savings and loan
association formed in 1934.  First Federal conducts business from
its main office and nineteen full service branch offices, all of
which are located in a six county area in Northcentral and
Northwest Arkansas comprised of Benton, Marion, Washington,
Carroll, Baxter and Boone counties.


FOREVERGREEN WORLDWIDE: Posts $1.2 Million Net Loss for 2009
------------------------------------------------------------
ForeverGreen Worldwide Corporation filed its annual report on
Form 10-K, showing a net loss of $1,151,319 on $2,090,051 of
revenue for 2009, compared with a net loss of $1,072,502 on
$1,749,773 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$15,352,078 in assets, $4,193,409 of debts, and $11,158,669 of
stockholders' equity.

Chisolm, Bierwolf, Nilson & Morrill, in Bountiful, Utah, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a working capital deficiency, and has had negative cash flows
from operations and recurring operating losses substantially since
inception.

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

               http://researcharchives.com/t/s?6059

Orem, Utah-based ForeverGreen Worldwide Corporation through its
wholly owned subsidiary, ForeverGreen International, LLC, produces
and manufactures a wide array of whole foods, nutritional
supplements, personal care products and essential oils.


FRANCIS GROUP: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Francis Group Holding Corp.
        1194 Nostrand Avenue
        Brooklyn, NY 11225

Bankruptcy Case No.: 10-43296

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Mark A Frankel, Esq.
                  Backenroth Frankel & Krinsky LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

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

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

According to the schedules, the Company says that assets total
$2,301,500 while debts total $2,527,854.

A copy of the Company's list of 9 largest unsecured creditors
filed together with the petition is available for free at:

            http://bankrupt.com/misc/nyeb10-43296.pdf

The petition was signed by Roger Francis, president.


GEMS TV: Wants to Hire Focus Management as Financial Advisor
------------------------------------------------------------
Gems TV (USA) Limited has asked for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Focus
Management Group USA, Inc., as financial advisor, nunc pro tunc to
the Petition Date.

Focus Management will, among other things:

     a. assist the Debtor and its counsel in the preparation and
        filing of budgets, projections, filing documents and post-
        petition cash flows;

     b. review, prepare and assist and analyze the Debtor's cash
        flow projections, liquidation strategy, and other reports
        or analyses prepared by the Debtor or its professionals in
        order to advise the Debtor on the viability of the
        continuing operations and the reasonableness of
        projections and underlying assumptions;

     c. assist the Debtor in preparing its schedules of assets and
        liabilities and statement of financial affairs to be filed
        in connection with the Debtor's Chapter 11 case; and

     d. review, evaluate and analyze the Debtor's internally
        prepared financial statements and related documentation in
        order to evaluate the performance of the Debtor as
        compared to projected results on an ongoing basis.

Focus Management will be paid based on the hourly rates of its
personnel:

        Managing Directors           $400
        Senior Consultants           $350

J. Tim Pruban, Focus Management's president, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Reno, Nevada-based Gems TV (USA) Limited, aka Gems TV, is a
television retailer of gemstone jewelry products.  Its parent is
Gems TV Holdings Ltd., which owns and operates jewelry home
shopping TV channels in the U.S., U.K. and Japan.

The Company filed for Chapter 11 bankruptcy protection on April 5,
2010 (Bankr. D. Del. Case No. 10-11158).  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, assist the Company in its restructuring effort.  Epiq
Bankruptcy Solutions Inc. is the Company's claims and notice
agent.  The Company listed $10,000,000 to $50,000,000 in assets
and $100,000,000 to $500,000,000 in liabilities.


GEMS TV: Gets OK to Hire Epiq Bankruptcy as Claims Agent
--------------------------------------------------------
Gems TV (USA) Limited sought and obtained authorization from the
Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware to employ Epiq Bankruptcy Solutions, LLC, as claims,
noticing, and balloting agent.

Epiq will, among other things:

     a. assist the Debtor and the Court Clerk's Office with
        noticing and claims handling;

     b. assist the Debtor with the compilation, administration,
        evaluation and production of documents and information
        necessary to support a plan confirmation process;

     c. prepare and serve notices required in the bankruptcy case;
        and

     d. receive, record and maintain copies of proofs of claim and
        proofs of interest filed in the bankruptcy case.

Epiq will be compensated based on its service agreement with the
Debtor.  A copy of the agreement is available for free at:

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

Daniel C. McElhinney, the executive director of Epiq, assures the
Court that the firm is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Reno, Nevada-based Gems TV (USA) Limited, aka Gems TV, is a
television retailer of gemstone jewelry products.  Its parent is
Gems TV Holdings Ltd., which owns and operates jewelry home
shopping TV channels in the U.S., U.K. and Japan.

The Company filed for Chapter 11 bankruptcy protection on April 5,
2010 (Bankr. D. Del. Case No. 10-11158).  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, assist the Company in its restructuring effort.  Focus
Management Group is the Company's financial advisor.  The Company
listed $10,000,000 to $50,000,000 in assets and $100,000,000 to
$500,000,000 in liabilities.


GEMS TV: Taps Young Conaway as Bankruptcy Counsel
-------------------------------------------------
Gems TV (USA) Limited has sought permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as bankruptcy counsel, nunc pro
tunc to the Petition Date.

Young Conaway will, among other things:

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

     b. pursue the orderly liquidation of the Debtor's assets
        through an orchestrated sale process;

     c. prepare application, motions, answers, orders, reports and
        other legal papers; and

     d. appear in Court and otherwise protecting the interests of
        the Debtor before the Court.

Young Conaway will be paid based on the hourly rates of its
personnel:

        Robert S. Brady                 $660
        Edwin J. Harron                 $610
        Edmon L. Morton                 $530
        Kenneth J. Enos                 $335
        Robert F. Poppiti, Jr.          $285
        Andrew L. Magaziner             $275
        Casey Cathcart, Paralegal       $165

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

Reno, Nevada-based Gems TV (USA) Limited, aka Gems TV, is a
television retailer of gemstone jewelry products.  Its parent is
Gems TV Holdings Ltd., which owns and operates jewelry home
shopping TV channels in the U.S., U.K. and Japan.

The Company filed for Chapter 11 bankruptcy protection on April 5,
2010 (Bankr. D. Del. Case No. 10-11158).  Focus Management Group
is the Company's financial advisor.  Epiq Bankruptcy Solutions
Inc. is the Company's claims and notice agent.  The Company listed
$10,000,000 to $50,000,000 in assets and $100,000,000 to
$500,000,000 in liabilities.


GENERAL GROWTH: Brookfield Won't Raise $2.6 Billion Offer
---------------------------------------------------------
Kris Hudson at The Wall Street Journal reports that Brookfield
Asset Management Inc. has informed General Growth Properties Inc.
that it won't modify its offer to provide $2.6 billion of capital
to the mall owner in light of a competing proposal from Simon
Property Group Inc.

The Journal reports that in a letter sent Monday to top General
Growth executives, Brookfield Chief Executive Officer J. Bruce
Flatt took issue with several aspects of Simon's proposal to take
an ownership stake in General Growth, noting that such an
arrangement "will inevitably create uncertainty as to whether GGP
will remain an independent company."  He dismissed Simon's
proposal as "a material ongoing impediment to the prosperity of
the company."

The report also notes Mr. Flatt said Simon owning a portion of
General Growth would raise antitrust concerns with federal
regulators.  Regarding Simon's pledge to stay out of General
Growth's management affairs if its offer is accepted, Mr. Flatt
wrote: "We do not believe that any formulaic 'limitations'
proposed by Simon will materially alter the burden that GGP will
face in hiring and retaining employees and management, negotiating
leases [with retailers], pursuing acquisition or development
opportunities or accessing the capital that it needs to finance
and grow its business."

Simon Property Group Inc. said last week that it is willing to
take Brookfield's place in the group of three investors who
together would contribute $6.55 billion in new equity in return
for 65% of the stock of the reorganized company.  The other
investors are Fairholme Capital Management LLC and Pershing Square
Capital Management LP.

According to Bloomberg News, General Growth reported to the
bankruptcy court that 220 units have implemented reorganization
plans that were approved in confirmation orders signed by the
bankruptcy judge between December and March.  The subsidiaries had
mortgage loans totaling $12 billion.  Thirty-eight other
subsidiaries with $1.8 billion in debt are yet to consummate their
confirmed plans, the report said.

                       About General Growth

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

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

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


GENMED HOLDING: Meyler & Company Raises Going Concern Doubt
-----------------------------------------------------------
Genmed Holding Corp. filed on April 15, 2010, its annual report on
Form 10-K for the year ended December 31, 2009.

Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit of $62,266,626 since inception and had net losses and
negative working capital in 2009 and 2008.

The Company reported a net loss of $8,594,715 on $51,992 of
revenue for 2009, compared with a net loss of $38,756,676 on
$9,399 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$6,250,905 in assets, $2,147,810 of debts, and $4,103,095 of
stockholders' equity.

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

               http://researcharchives.com/t/s?6051

Based in Zoetermeer, The Netherlands, Genmed Holding Corp. (OTC
BB: GENM) -- http://www.genmed.nl/-- engages, through its wholly
owned subsidiary, Genmed B.V., in the distribution of generic
drugs


GEO GROUP: Moody's Reviews Senior Unsecured Rating at 'B1'
----------------------------------------------------------
Moody's Investors Service has placed the ratings of GEO Group
(senior unsecured at B1) under review direction uncertain and the
ratings of Cornell Companies (senior unsecured at B2) under review
for possible upgrade.  This rating action follows the merger
announcement on April 19, 2010.  The GEO Group will acquire
Cornell for stock and/or cash with the cash component capped at
$100 million.  The estimated enterprise value is $685 million
based on the closing prices of both companies' stock on April 16,
2010, including the assumption of approximately $300 million in
Cornell debt.  The transaction is expected to close in the third
quarter 2010 and be financed through GEO's cash and credit line
availability.

Moody's stated that this rating action reflects the possibility
that GEO's financial profile could weaken as a result of the
higher leverage and higher levels of secured debt that are
expected to be used for the acquisition.  Moody's review will
focus on the ultimate financing and capital structure of the
company and the integration of Cornell Companies business
segments.

A rating confirmation would most likely result if GEO Group is
able to mitigate the higher leverage associated with the
transaction financing, while successfully integrating the
companies.

These ratings were placed under review direction uncertain:

* GEO Group, Inc. -- Ba3 senior secured; B1 senior unsecured; Ba3
  corporate family.

Moody's last rating action with respect to GEO was on October 5,
2009, when Moody's assigned a B1 rating to a new issuance of
unsecured notes due 2017.

This rating was placed under review for possible upgrade:

* Cornell Companies, Inc.: B2 senior unsecured

Moody's last rating action with respect to Cornell Companies was
on August 27, 2009, when Moody's affirmed the ratings and
maintained the stable outlook.

The GEO Group, Inc., is based in Boca Raton, Florida, USA, and is
a provider of government-outsourced services specializing in the
management of correctional, detention and mental health and
residential treatment facilities in the United States, Australia,
the United Kingdom, South Africa, and Canada.  GEO's operations
include the management and/or ownership of 62 facilities with a
total design capacity of approximately 60,000 beds including
development.

Cornell Companies, Inc., is based in Houston, Texas, USA, and is a
private provider of corrections, treatment and educational
services outsourced by federal, state and local governmental
agencies.  Cornell provides a diversified portfolio of services
for adults and juveniles through its three operating divisions:
Adult Secure Services; Abraxas Youth and Family Services; and
Adult Community-Based Services.  At December 31, 2009, the company
had 68 facilities with a total service capacity of 21,392.  The
facilities are located in 15 states and the District of Columbia.


GENERAL MOTORS: To Disclose Early Repayment Treasury Loans
----------------------------------------------------------
Dow Jones Newswires' Sharon Terlep reports that a person familiar
with the matter said Monday General Motors Co. plans to disclose
the early repayment of its remaining $4.7 billion in U.S.
government loans.  According to Ms. Terlep, GM Chairman and Chief
Executive Edward E. Whitacre Jr. is expected to make the official
announcement at a midsized car factory in Kansas City, Kansas, on
Wednesday.

Ms. Terlep says Mr. Whitacre believes the repayment is a critical
step toward winning back U.S. customers.  Ms. Terlep notes that
Ford Motor Co.'s status as the only Detroit auto maker to avoid a
government bailout has helped the company outperform its rivals.

According to Ms. Terlep, an early repayment signals that GM
executives are confident it is financially stable without the
cash.  Ms. Terlep notes GM lost $4.3 billion in the last half of
2009, but Mr. Whitacre has forecast a "solid" first-quarter when
GM releases its financial results next month.

The Journal relates GM had until 2015 to repay the loan, but has
gradually pulled ahead of its original payment schedule.  In
November, former Chief Executive Frederick Henderson promised to
repay the money by mid-2011.  Mr. Whitacre in December said the
money would be repaid by the end of June, and recently has hinted
the payback would come even sooner.  GM already has made two
$1 billion payments, in December and March.

                       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 December 31, 2009, GM had total assets of US$136.295 billion
against total liabilities of US$107.340 billion.  At December 31,
2009, total equity was $21.249 million.

                    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: Jack Stack Joins as Independent Director
--------------------------------------------------
GMAC Financial Services said Jack Stack has been appointed
as an independent director to its board of directors, effective
April 12, 2010.  Mr. Stack will also serve on the Audit Committee
and Risk and Compliance Committee.

"We are pleased to have Jack join the GMAC board and know that his
extensive background in banking will add valuable perspective and
enhance the governance process," said GMAC Chairman Franklin
Hobbs.

Mr. Stack served as chairman and chief executive officer of Ceska
Sporitelna, a.s., the largest bank in the Czech Republic, from
2000 to 2007.  Prior to that, he spent 22 years in retail banking
in various roles at Chemical Bank and then later at Chase Bank.
Mr. Stack began his career in government, working in staff roles
in the New York City Non-Judicial office and then later in the New
York City mayor's office.

He earned a bachelor's degree from Iona College and a master's
degree from Harvard Graduate School of Business Administration.
He also serves on the boards of Erste Bank Group, Mutual of
America and ShoreBank International.

                            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'.


GRANT FOREST: Georgia-Pacific Gets Ok to Buy Firm's Facilities
-------------------------------------------------------------
Georgia-Pacific received approval from the Minister of Industry
for the acquisition of Grant Forest Products' Englehart and
Earlton, Ontario facilities.  The Minister reviews significant
foreign investments in Canada to determine their likely net
benefit to Canada.  This follows earlier approvals of the
acquisition by the Canadian court overseeing the Grant Forest
Products Companies' Creditors Arrangement Act filing, the Canadian
Competition Bureau and the United States Federal Trade Commission
(FTC).  Further approval is pending in US bankruptcy court.

Georgia-Pacific plans to continue operations at Englehart without
any major changes in employment levels. Georgia-Pacific will
source all timber for Canadian operations from Canadian forests
using Canadian-based logging contractors; it will take steps to
promote sustainable forestry practices; it will make efforts to
expand sales to a broader range of customers; and it also will
make substantial investments in the Englehart facility to enhance
its competitiveness.


GRANT JOHNISEE, SR: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Grant Eugene Johnisee, Sr.
          dba Johnisee & Sons, Inc.
        106 Copperfield Court
        White House, TN 37188

Bankruptcy Case No.: 10-04081

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: 615 255-4516
                  E-mail: slefkovitz@lefkovitz.com

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

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

According to the schedules, the Debtor says that assets total
$1,272,450 while debts total $1,549,431.

A copy of the Debtor's list of 18 largest unsecured creditors
filed together with the petition is available for free at:

            http://bankrupt.com/misc/tnmb10-04081.pdf

The petition was signed by the Debtor.


GREEN VALLEY: S&P Downgrades Corporate Credit Rating to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and issue-level ratings on Las Vegas-based Green Valley
Ranch Gaming LLC to 'D'.

The downgrade follows the company's failure to make interest
payments on its first- and second-lien term loans, due March 15
and March 30, respectively.


GREENSHIFT CORP: Rosenberg Rich Raises Going Concern Doubt
----------------------------------------------------------
GreenShift Corporation filed on April 16, 2010, its annual report
on Form 10-K for the year ended December 31, 2009.

Rosenberg Rich Baker Berman & Company expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered losses
from operations and has a working capital deficiency as of
December 31, 2009.

The Company reported a net loss of $19.7 million on $3.9 million
of revenue for 2009, compared with a net loss of $42.5 million on
$4.5 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$19.5 million in assets and $83.3 million of debts, for a
stockholders' deficit of $63.8 million.

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

               http://researcharchives.com/t/s?6047

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.


HORIZON BANCORPORATION: Francis & Co. Raises Going Concern Doubt
----------------------------------------------------------------
Horizon Bancorporation, Inc., filed on April 15, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

Francis & Co., CPA's, in Atlanta, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that he Company has suffered heavy
losses in calendar year 2009, reducing its capital accounts
significantly.  "Due to the 2009 losses, the significant decline
in capital ratios, regulatory concerns over the adequacy of the
allowance for loan and lease losses, as well as other concerns, a
formal supervisory agreement was imposed by Federal and State
regulators.  Failure to fully comply with the requirements of the
above agreement may lead to additional regulatory actions such as
prompt corrective action directive (imposed in 2010) or even
placing the Company into receivership/conservatorship."

The Company reported a net loss of $8.1 million on $6.0 million of
net interest income before provision for possible loan losses for
2009, compared with net income of $587,970 on $6.1 million of net
interest income before provision for possible loan losses for
2008.

The Company's balance sheet as of December 31, 2009, showed
$199.5 million in assets, $193.8 million of debts, and
$5.7 million of stockholders' equity.  At December 31, 2009, the
Company had net loans receivable of $151.1 million ($166.0 million
in 2008) and deposit liabilities of $174.6 million ($166.3 million
in 2008).

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

               http://researcharchives.com/t/s?6053

Horizon Bancorporation, Inc. (OTC BB: HZNB)
-- http://www.horizonbankfl.com/-- is the bank holding company of
Horizon Bank, a commercial bank chartered under the laws of
Florida.  The Company maintains its corporate offices and main
banking center at 900 53rd Avenue East, in Bradenton, Florida.


HORIZON LINES: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------
S&P Says U.S. shipping company Horizon Lines' financial profile
has weakened because of limited financial covenant cushion,
significant earnings pressures from prolonged weakness in the U.S.
economy, and the $20 million settlement agreement on a class-
action suit related to ocean shipping services in the Puerto Rico
trade lane.

The company is still under investigation by the Department of
Justice into possible antitrust violations and has several class-
action lawsuits, both related to ocean shipping.

S&P is affirming its ratings on Horizon Lines, including the 'B'
corporate credit rating and the 'BB-' rating on the senior secured
debt.

The negative outlook reflects S&P's expectations that there could
be further material weakening in the company's financial profile
if shipping volumes do not recover to expected levels.


HSP INVESTMENT: Chapter 11 Case Dismissed on Bad Fa4ith Filing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
dismissed HSP Investment, Inc.'s Chapter 11 case.

As reported in the Troubled Company Reporter on February 24, 2010,
creditor Universal Bank sought for the dismissal of the Debtor's
case because the Debtor lack of good faith in filing the case.

Fullerton, California-based HSP Investment, Inc., filed for
Chapter 11 bankruptcy protection on December 18, 2009 (Bankr. C.D.
Calif. Case No. 09-24158).  Fred W. Lee, Esq., at Law Offices of
Frederick W Lee assists the Company in its restructuring effort.
The Debtor listed assets of $13,000,000, and total debts of
$13,000,000 in its petition.


INFOLOGIX INC: McGladrey & Pullen Raises Going Concern Doubt
------------------------------------------------------------
InfoLogix, Inc., filed on April 16, 2010, its annual report on
Form 10-K for the year ended December 31, 2009.

McGladrey & Pullen, LLP, in Blue Bell, Pa., 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, has negative working capital and
an accumulated deficit as of December 31, 2009.

The Company reported a net loss of $22.4 million on $86.9 million
of revenue for 2009, compared with a net loss of $13.2 million on
$100.7 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$33.9 million in assets and $38.5 million of debts, for a
stockholders' deficit of $2.5 million.

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

               http://researcharchives.com/t/s?6049

Hatboro, Pa.-based InfoLogix, Inc.  (NASDAQ: IFLG)
-- http://www.infologix.com/-- is a provider of enterprise
mobility solutions for the healthcare and commercial industries.


INNOVATIVE COMPANIES: Wants to Sell Excess Assets to Cut Expenses
-----------------------------------------------------------------
Innovative Companies LLC, et al., ask the U.S. Bankruptcy Court
for the Eastern District of New York for authorization to
liquidate certain excess assets and inventory.

The Debtors intend to sell certain tile inventory located at the
Debtors' various facilities in Georgia, California, New Jersey,
New York, Florida and Illinois.  The sale, according to the
Debtors, will reduce overhead and expenses, and will facilitate
the filing of certain plans of reorganization.

The Debtors relate that the excess assets are not required for
their ongoing business and the value will depreciate if not
disposed of expeditiously.

The Debtors intend to negotiate with various private parties
interested in the excess assets.

Lender, Woodside Agency Services, LLC, et al., is the only
creditor known to have a lien in the excess assets.

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie A. Berkoff,
Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors
in their restructuring efforts.  David M. Banker, Esq., at
Lowenstein Sandler PC, represents the official committee of
unsecured creditors as counsel.  In its petition, the Company
listed between $10 million and $50 million each in assets and
debts.


INTEGRATED ENVIRONMENTAL: Weaver Martin Raises Going Concern Doubt
------------------------------------------------------------------
Integrated Environmental Technologies, Ltd., filed on April 14,
2010, its annual report on Form 10-K for the year ended
December 31, 2009.

Weaver & Martin LLC, in Kansas City, Mo., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company's ability to
continue as a going concern is dependent upon obtaining additional
sources of capital or borrowings.

The Company reported a net loss of $2,798,404 on $347,955 of
revenue for 2009, compared with a net loss of $1,548,392 on
$509,673 of revenue for 2008.

The Company's balance sheet as of December 31, 200, showed
$1,043,000 in assets, $888,743 of debts, and $154,257 of
stockholders' equity.

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

               http://researcharchives.com/t/s?605d

Little River, S.C.-based Integrated Environmental Technologies,
Ltd., through its wholly-owned subsidiary I.E.T., Inc., designs,
manufactures, and sells EcaFlo(R) equipment, which utilizes the
Electro-Chemical Activation process to generate environmentally
responsible EcaFlo(R) solutions - anolyte and catholyte - for use
in managing and controlling bacteria, fungi, viruses and other
unwanted microorganisms in an effective and economically
beneficial manner over a variety of commercial and industrial
applications.


INTERNATIONAL ALUMINUM: Unsecured Creditors Oppose Chapter Plan
---------------------------------------------------------------
Bankruptcy Law360 reports that International Aluminum Corp.'s
unsecured creditors aren't pleased with the company's proposed
Chapter 11 plan, arguing in an objection filed in bankruptcy court
that the exit strategy "gives the company away" to senior lenders.

The official committee of unsecured creditors, which filed its
objection Friday in the U.S. Bankruptcy Court for the District of
Delaware, argues that International Aluminum's reorganization plan
undervalues the company, Law360 says.

International Aluminum Corp. is a U.S. producer of aluminum and
vinyl products.  The Company filed for Chapter 11 bankruptcy
protection on January 4, 2010 (Bankr. D. Del. Case No. 10-10003).
The Company's affiliates, including IAC Holding Co. and United
States Aluminum Corporation, also filed Chapter 11 bankruptcy
petitions.  John Henry Knight, Esq., and L. Katherine Good, Esq.,
at Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring efforts.  Weil, Gotshal & Manges LLP is the Debtor's
co-counsel.  Moelis & Company is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the Debtor's claims agent.  The
Debtor listed $198 million in assets and $217 million in
liabilities as of November 30, 2009.


INTERNATIONAL PERSONAL: Fitch Assigns 'BB+' Rating on Medium Notes
------------------------------------------------------------------
Fitch Ratings has assigned International Personal Finance Plc's
EUR1bn euro medium-term note program a long-term rating of 'BB+'.

Fitch notes that there is no assurance that notes issued in future
under the program will be assigned a rating, or that the rating
assigned to a specific issue under the program will have the same
rating as the program rating.

IPF is rated Long-term Issuer Default Rating 'BB+' with a Stable
Outlook and Short-term IDR 'B' by Fitch.

The company is listed in London and focuses on emerging market
home-collected small unsecured loans.


INVACARE CORP: S&P Gives Positive Outlook; Affirms 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Elyria, Ohio-based medical equipment manufacturer
Invacare Corp. to positive from stable.  S&P also affirmed its
'B+' corporate credit and other ratings.  The positive outlook
reflects ongoing improvement in the company's financial
performance, as evidenced by consistent free cash flow generation
and debt reduction.  This has resulted in debt to EBITDA declining
to 2.3x and funds from operations to total debt improving to 43%
at Dec. 31, 2009.

"S&P's speculative-grade ratings on Invacare Corp. primarily
reflect the company's ongoing exposure to Medicare reimbursement
reductions, and a near-term exposure to an evolving competitive
bidding environment," said Standard & Poor's credit analyst
Michael Berrian.  The ratings also reflect the company's
concentration in wheelchairs and counterparty risk for accounts
receivable.

Invacare's weak business risk profile reflects significant
competitive and reimbursement uncertainties tied to third party
payors.  Notwithstanding its leadership position in niche medical
equipment markets, Invacare is susceptible to reimbursement
pressures in both the U.S. and Europe, which are unlikely to abate
in the near-term.  Additionally, with competitive bidding
scheduled for Medicare implementation in January 2011, Invacare
could face margin pressure in the near-term.  The implication from
the recent passage of health reform legislation, which includes a
medical device tax on medical equipment manufacturers and cuts to
home health care, which is a segment of its customer base,
eventually also could affect the company's profitability.
However, since the tax will not be implemented until 2013,
Invacare has time to evaluate and pursue options to offset the
related potential deterioration in profitability.

About one-half of Invacare's EBITDA is generated outside of the
U.S., a significant advantage given U.S. reimbursement trends;
however, the stronger dollar and reimbursement pressures in Europe
have offset some of that advantage.  For the year-ended Dec. 31,
2009 Invacare's revenues declined 3.5%, mostly due to foreign
currency translation.


JEVCO INSURANCE: A.M. Best Upgrades FSR to 'B++'
------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B++
(Good) from B- (Fair) and issuer credit rating (ICR) to "bbb" from
"bb-" of JEVCO Insurance Company (JIC) (Quebec). Both ratings have
been removed from under review with negative implications and
assigned a stable outlook.

These actions follow the March 29, 2010 sale of JIC by Kingsway
Financial Services Inc (KFSI) (Ontario) to The Westaim Corporation
(Westaim) (Ontario) [TSX: WED].  Concurrently, A.M. Best has
assigned an ICR of "bb" to Westaim, with a stable outlook.

The ratings and outlook reflect JIC's adequate capitalization,
favorable operating performance pre-intercompany reinsurance and
its recent acquisition by Westaim.  These positive rating factors
are partially offset by JIC's negative earnings trend, soft
commercial lines pricing and strong competitive market pressures.

JIC's positive rating factors include various restructuring plans,
cancellation and run off of non-core lines of business prior to
the sale, the assumption of the business of its Canadian
affiliate, Kingsway General Insurance Company's (KGIC) business
with JIC and the commutation of all intercompany reinsurance.

The sale of JIC to Westaim helps to deleverage its balance sheet
and allows JIC to refocus efforts on underwriting its core
business lines.  JIC benefits from the financial flexibility and
implicit and explicit support of Westaim, which further
strengthened JIC's balance sheet after the acquisition.  Westaim
is a financial service holding company that is focused on the
property/casualty insurance industry.  Going forward, direct
premiums written are projected to remain stable as non-core lines
of business from KGIC are run off.  Management has undertaken
significant underwriting initiatives to ensure any business that
is retained from KGIC meets JIC's underwriting and pricing
standards.

These positive rating factors are partially offset by the
potential for additional pressure on capitalization if there is
continued deterioration in JIC's current earnings, additional
adverse reserve development or if premium growth exceeds
projections.  There also is an element of execution risk as JIC
refocuses on its core lines.  A.M. Best believes improved earnings
will be a challenge in the near term due to soft commercial market
conditions, strong competition in the non-standard auto and
commercial auto markets, a trend of more frequent and severe
weather-related losses and difficult financial markets.


JOE DEAN: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Joe Dean
        7515 Kohler Road
        Pasco, WA 99301

Bankruptcy Case No.: 10-02341

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L Kurtz

Debtor's Counsel: Timothy R. Fischer, Esq.
                  Murphy Bantz & Bury PS
                  818 W Riverside Avenue, Suite #631
                  Spokane, WA 99201
                  Tel: (509) 838-4458
                  Fax: (509) 838-5466
                  E-mail: tfischer@mbandbps.com

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

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

The Debtor did not file a list of creditors together with its
petition.

The petition was signed by the Debtor.


JP MORGAN CHASE: DBRS Confirms Class L at 'CCC'
-----------------------------------------------
DBRS has confirmed Classes A-1 through A-M with Stable trends and
downgraded classes A-J through K in the J.P. Morgan Chase
Commercial Mortgage Securities Corp., Series 2005-LDP4
transaction.  Classes AJ through F remain on trend Stable while
classes F through N have been changed to Negative trend.  Classes
L through N were confirmed at CCC with a Negative trend and Class
P was downgraded to C with a negative trend.  The shadow rating on
one loan, Plastipak Portfolio, has also been confirmed at BBB
(high).  Classes H through P have interest in arrears and are
noted as such.

The downgrades are a result of the losses estimated on the 12
loans in special servicing.  Based on current cash flows and
updated appraised values, realized losses from the specially
serviced loans could reach Class P, which does not factor in the
loss estimate on Silver City Galleria which could exceed 30%,
based on an updated appraised value.  DBRS expects the portfolio
performance to continue to decline as the specially serviced loans
continue to work towards resolutions through 2010, in addition to
the troubled loans that have not yet transferred to the special
servicer.  Of the 12 loans in special servicing, two are in the
top ten; the largest contributors being Silver City Galleria (5.1%
of the pool) and Western US Alliance Data Systems Portfolio (2.8%
of the pool).

The Silver City Galleria loan is secured by a 714,898 sf regional
shopping mall in Taunton, Massachusetts.  The loan was transferred
to special servicing in October 2009 due to imminent monetary
default and the borrower defaulted on the December 2009 payment
date.  The borrower for the loan is a joint venture between the
Teacher's Retirement Systems of the State of Illinois and General
Growth Properties, Inc. (GGP).  As of June 2009, the servicer
reported the property to be 80% occupied, with a DSCR of 0.94x.
At issuance, the property received an appraised value of
$200 million and the March 2010 reporting period revealed an
updated appraised value of $89.8 million.  DBRS will continue to
monitor this loan as the special servicer's resolution strategy
remains in negotiation.

The Western US Alliance Data Systems Portfolio loan is secured by
five office buildings in three states totaling 485,989 sf.
Western US Alliance Data Systems (Western Alliance) is located in
Dallas, Texas in the Richardson submarket.  Gateway Buildings 12,
22 and 23 are located in Diamond Bar, California (20 miles east of
Los Angeles), and SW Center is located in Tigard, Oregon (seven
miles southwest of Portland).  The loan transferred to the special
servicer in January 2010, due to the borrower failing to post a
letter of credit associated with tenant rollover.  Western
Alliance solely occupied the 230,061 sf building in Dallas and has
indicated they will not renew their lease at expiry in October
2010.  Additionally, Allstate Insurance, the sole tenant in the
Gateway 22 building vacated upon lease expiry in December 2009.
The loan payments remain current, however, the loan is expected to
default when Western Alliance vacates in October 2010.  DBRS is
assuming a loss based on deflating the issuance dark values for
the subject properties.

Additionally, DBRS has placed the sixth largest loan in the pool,
Creekside Apartments, on the HotList.  The loan is secured by a
1,026-unit garden-style apartment complex located in Bensalem,
Pennsylvania (25 miles north of Philadelphia).  DBRS has obtained
a YE2009 OSAR which reports a DSCR of 1.06x and while occupancy
has remained stable at 86% over the past two years, EGI has
declined approximately 3% due to a decrease in base rent.
Additionally, the loan is scheduled to convert from interest-only
to P&I payments in August 2010.  At that time, the loan could
experience trouble covering debt service, thus, DBRS has placed
the loan on the HotList and will continue to monitor the loan
closely.

With the exception of Silver City Galleria, Western US Alliance
Data Systems Portfolio, and Creekside Apartments, the performance
of the top ten loans (38.8% of the current pool balance) remains
stable, with one of the top ten loans fully defeased (2.4% of the
pool).

As part of its review, DBRS analyzed the top ten loans, the
servicer's watchlist and the 12 specially serviced loans, which
comprises approximately 67% of the current pool balance.

The details of DBRS's analysis can be found in an updated
Surveillance Report.


JUSTIN GEORGES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Justin Georges
        11 East 128th Street
        New York, NY 10035

Bankruptcy Case No.: 10-12003

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Sean C. Serpe, Esq.
                  Serpe & Associates, P.C.
                  450 Seventh Avenue, Suite 2601
                  New York, NY 10123
                  Tel: (212) 725-3600
                  Fax: (212) 660-7439
                  E-mail: sean@seanserpelaw.com

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

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

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

            http://bankrupt.com/misc/nysb10-12003.pdf

The petition was signed by the Debtor.


KENDALL COUNTY: Section 341(a) Meeting Scheduled for May 3
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Kendall
County Development Company, LP's creditors on May 3, 2010, at
1:30 p.m.  The meeting will be held at San Antonio Room 333, U.S.
Post Office Building, 615 E. Houston Street, San Antonio, TX
78205.

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.

Boerne, Texas-based Kendall County Development Company, LP, filed
for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. W.D.
Texas Case No. 10-51341).  William B. Kingman, Esq., at Law
Offices of William B. Kingman, PC, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


KRISPY KREME: Posts $157,000 Net Loss for Jan. 2010 Fiscal Year
---------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., filed with Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended January 31, 2010.

Krispy Kreme posted a net loss for the third straight year,
reporting a net loss of $157,000 for fiscal 2010 compared to net
losses of $4,061,000 for the year ended February 1, 2009, and
$67,051,000 for the year ended February 3, 2008.  Revenues were
$346,520,000 for the January 2010 fiscal year, from $385,522 for
the year ended February 1, 2009, and $430,370,000 for the year
ended February 3, 2008.

As of January 31, 2010, the Company had total assets of
$165,276,000 against total current liabilities of $37,673,000,
long-term debt, less current maturities of $42,685,000, and other
long-term obligations of $22,151,000, resulting in shareholders'
equity of $62,767,000.

A full-text copy of the Company's annual report is available at no
charge at http://ResearchArchives.com/t/s?6060

A transcript of the Company's 4th Quarter 2010 Earnings Conference
Call is available at http://ResearchArchives.com/t/s?6061

                  About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                          *     *     *

As reported by the Troubled Company Reporter on September 30,
2009, Standard & Poor's Ratings Services revised its ratings
outlook on Krispy Kreme Doughnuts to stable from negative.  The
outlook revision incorporates S&P's expectation that the company
will have adequate liquidity in the near term based on S&P's
expectation of its performance in the near term, its current cash
position, and covenant cushion.  S&P affirmed the 'B-' corporate
credit rating.  While the sales pressure will continue, S&P
expects the declines to decelerate and profitability to somewhat
stabilize or, at the very least, allow the company to remain
covenant compliant in the current and next fiscal year.


LAUTH INVESTMENT: Mediator Named to Clear Way for Plan
------------------------------------------------------
Inland American Real Estate Trust, Inc., issued a statement,
disclosing, "We are pleased with the Agreed Order entered by Judge
Basil Lorch in this case, which we believe puts us on a path to
maximizing value of our investment for our stockholders,
including:

-- The appointment of a Special Mediator, who has the authority to
   negotiate directly with all interested parties regarding the
   plan of reorganization, which is a key and positive outcome for
   Inland American.  The Special Mediator will report directly to
   the Court on the progress of those plans, and has the authority
   to submit his or her own plan of reorganization.  The Judge
   ordered that all parties bound by the Order would (agree that
   they will not challenge the authority of the Special
   Mediator. . .).  Furthermore, with the termination of the
   debtor's right to exclusivity, Inland is also entitled to
   present its own plan of reorganization.

-- The Lauth Principals lost any and all rights outlined in the
   indemnity agreements entered into shortly before filing for
   bankruptcy, which have now been deemed null and void. Further,
   Inland American now has full and complete ownership of LIP
   Holdings, LLC and the 8 properties owned by the LIP Holdings
   subsidiaries.

-- The Agreed Order also makes it clear that Inland American may
   communicate directly with the lenders, creditors and other
   parties, which the Lauth Principals had previously argued that
   Inland American was prohibited from doing.

             About Lauth Investment Properties, LLC,

Indianapolis, Indiana-based Lauth Investment Properties, LLC, and
its two affiliates filed for Chapter 11 bankruptcy protection on
May 1, 2009 (Bankr. S.D. Ind. Case No. 09-06065).  Jeffrey J.
Graham, Esq., at Taft Stettinius & Hollister LLP and Jerald I.
Ancel, Esq., at Taft Stettinius & Hollister LLP assist the Debtors
in their restructuring efforts.  Lauth Investments listed
$1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000
in debts.

Carmel-based Lauth Property Group is one of the nation's top
developers.  Lauth Investment Properties, LIP Development, and LIP
Investment are three holding companies affiliated with Lauth
Property.



LEHMAN BROTHERS: Barclays Want Financial Analysis on Sale
---------------------------------------------------------
Barclays Capital Inc. seeks a court ruling compelling Lehman
Brothers Holdings Inc. and its advisers to produce documents they
prepared in connection with the sale of the North American
broker-dealer business.

The U.K.-based bank wants to access in particular LBHI's
financial analysis of the sale and other documents that show any
effort to understand the values of the assets and liabilities in
the deal.  The documents were prepared from LBHI's bankruptcy
filing to March 13, 2009, when it obtained a district court's
order that affirmed a bankruptcy court ruling approving the sale.

Barclays made the move after LBHI argued in court papers that it
did not understand the economics of the sale and that it was kept
in the dark regarding the estimated values of the assets and
liabilities in that deal.

The bank also wants to get similar documents from Lehman Brothers
Inc.'s trustee and the Official Committee of Unsecured Creditors,
which, like LBHI, have allegedly refused to produce the documents
on grounds of work product privilege.

Barclays' attorney, Jonathan Schiller, Esq., at Boies Schiller &
Flexner LLP, in New York -- jschiller@bsfllp.com -- says it is
prejudicial to the bank for LBHI, the Creditors' Committee and
the trustee to claim that they were ignorant of the economics of
the deal while refusing to produce the documents.

"If they are going to make that argument, which they legally must
in order to advance their claims, basic fairness requires that
they produce the financial analyses showing what they really did
understand about the values and economics of the sale
transaction," Mr. Schiller says in court papers.

Mr. Schiller says LBHI, the Creditors' Committee and the trustee
have to show that they did not actually know and that they could
not have known the information they reportedly discovered when
they conducted an investigation into the sale.

LBHI, the Creditors' Committee and the trustee earlier asked the
U.S. Bankruptcy Court for the Southern District of New York to
reverse its decision approving the sale, accusing Barclays of
receiving possibly $12 billion in excess assets that were never
disclosed when it bought the broker-dealer business.

The move came following the results of LBHI's investigation into
the sale, showing that the deal that closed differed materially
from the one approved by the Bankruptcy Court.  The investigation
showed that the deal was actually structured to give Barclays
"immediate and enormous windfall profit"

The Bankruptcy Court will hold a hearing on April 26, 2010, to
consider approval of Barclays' request.  Deadline for filing
objections is April 23, 2010.

In another development, LBI's trustee and Barclays sought and
obtained a court ruling authorizing the trustee to file an
unsealed copy of the transcript of deposition of a certain Isaac
Montal.

Mr. Montal is one of the witnesses who testified on behalf of the
Depository Trust & Clearing Corp. on February 9, 2010, in
connection with the sale transaction.

Both the trustee and Barclays believe that the transcript is not
entitled to protection since it does not contain any information
that can be categorized as trade secret or confidential.

The trustee also obtained consent from DTCC to remove the "highly
confidential" designation from the transcript, according to his
attorney, William Maguire, Esq., at Hughes Hubbard & Reed LLP, in
New York -- maguire@hugheshubbard.com/

Mr. Schiller, in a separate filing, reminded the Court that in
Lehman Brothers Holdings Inc.'s and the Official Committee of
Unsecured Creditors' papers filed on March 18, 2010, LBHI and the
Creditors' Committee quote repeatedly portions of Anton Valukas,
the court-appointed examiner in the Debtors' bankruptcy cases'
report that, in turn, seek to summarize what the Examiner believes
are Weil Gotshal & Manges LLP's views.  In that context, Mr.
Schiller said he believes the Court should have the actual view of
Weil Gotshal as reflected in an accompanying letter of Weil
Gotshal to the Examiner that Barclays received March 24, 2010.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Buyers Make Six-Figure Bids for Fuld Portrait
--------------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review, citing The New
York Post, reports that Larry McCarthy, a former Lehman trader,
who snapped up a graffiti-covered portrait of ex-Lehman CEO
Richard Fuld for $10,000 in September 2008, said he is looking to
sell the painting for 20 to 30 times that amount.

According to the report, Mr. McCarthy said he paid street artist
Geoffrey Raymond $10,000 in cash when he learned Mr. Raymond hoped
to sell the Fuld portrait on eBay for $8,000.  Dow Jones says Mr.
McCarthy told the Post that foreign buyers are making six-figure
offers for the painting, and auction house Sotheby's has made two
inquires.

According to the report, Mr. McCarthy said if he sells the
painting, he plans to donate the proceeds to Lehman's bankruptcy
estate.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Court Approves Asset Management Agreements
-----------------------------------------------------------
The Bankruptcy Court approved a revised version of Lehman Brothers
Holdings Inc.'s plan to launch a new asset management unit.

In order to maximize the value of the asset management business,
the Debtors plan to organize these entities to provide management
services to them and their affiliates:

  (1) LBHI LAMCO Holdings LLC, a special purpose vehicle wholly-
      owned by LBHI;

  (2) LAMCO Holdings LLC, an entity wholly-owned by LBHI;

  (3) LAMCO Holdings International B.V., a Netherlands company
      Wholly-owned by LAMCO Holdings; and

  (4) LAMCO LLC, another wholly owned subsidiary of LAMCO
      Holdings.

In connection with the creation of those entities, the Debtors
ask the U.S. Bankruptcy Court for the Southern District of New
York to enter into these agreements:

  (1) a contribution agreement authorizing LBHI to transfer most
      of its employees, contribute its domestic asset management
      infrastructure and make an initial equity contribution of
      $20 million to LAMCO LLC, and contribute all of its equity
      interests in its European asset management companies, LBHI
      Services Ltd. and LBHI Estates Ltd., to LAMCO
      International;

  (2) a shared services agreement with LAMCO LLC governing the
      use of contracts, assets and the services of certain
      employees;

  (3) an asset management agreement authorizing LAMCO LLC to
      manage the Debtors' assets; and

  (4) an inter-company agreement between LBHI and the other
      Debtors for the allocation of management fees and other
      costs.

Prior to the hearing, the Debtors informed the Court that they had
already resolved the issues concerning the motion, including the
objections by Lehman Brothers Special Financing Inc.'s creditors
and by the administrators of their affiliates in the United
Kingdom, by agreeing to modify the agreements and the proposed
order approving those agreements.

To provide additional transparency, the Debtors agreed to amend
the proposed order and the agreements to require that all
material modifications, amendments or supplements to those
agreements should be approved by the Official Committee of
Unsecured Creditors and by the Court.

To enhance the right granted to the Creditors' Committee that an
independent person be appointed to the Board of Managers of LAMCO
Holdings LLC, the Debtors agreed to amend the limited liability
company agreement to provide that the Creditors' Committee,
rather than the panel and LBHI together, is entitled to select
such independent person.

Furthermore, the Debtors agreed to amend the proposed order to
protect the rights of all of their creditors.  These amendments
are:

  (1) Notwithstanding the fact that LBHI initially will,
      directly or indirectly, hold 100% of the equity interests
      in LAMCO, the ownership of such equity interests will be
      subject to allocation among the Debtors pursuant to a
      chapter 11 plan in their bankruptcy cases, provided that
      nothing in the proposed order requires a specific amount
      of such equity to be allocated to any particular Debtor.

  (2) The order will not prejudice the rights of any party in
      interest with respect to the confirmation of any chapter
      11 plan in the Debtors' cases.

  (3) If the Court finds and determines in connection with the
      order that the relief sought in the motion is in the best
      interests of the Debtors, their estates and creditors, and
      all parties in interest; and the legal and factual bases
      stated in the motion establish just cause for the relief
      granted therein, such findings will not preclude or
      prejudice the rights of any party in interest from seeking
      or objecting to any request for relief from the Court
      relating to LAMCO.

Full-text copies of the amended agreements are available without
charge at:

  http://bankrupt.com/misc/LBHI_AmLLCAgreement.pdf
  http://bankrupt.com/misc/LBHI_AmAssetMgtAgreement.pdf
  http://bankrupt.com/misc/LBHI_AmContributionAgreement.pdf
  http://bankrupt.com/misc/LBHI_AmShareServicesAgreement.pdf

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Court Lets U.S. Bank Dispose of LB ABS Assets
--------------------------------------------------------------
Lehman Brothers ABS Enhanced Libor Ltd. is a Cayman Islands
company that acts as the exclusive investment vehicle for the
Lehman Brothers ABS Enhanced LIBOR Fund, and the only series of
the Lehman Brothers Investment Management Trust, a Cayman Islands
unit trust.  NeubergerBerman Fixed Income LLC serves as the
investment manager of Lehman Brothers ABS Enhanced Libor Ltd.

U.S. Bank National Association serves as trustee under several
indentures entered into by certain issuers formed as special
purpose entities for issuing notes to investors, including Lehman
Brothers Special Financing Inc., which are secured by the
collateral pledged under the indentures.

The net proceeds of the sale of the notes were used by the
issuers to invest in Lehman Brothers ABS Enhanced LIBOR Fund,
which was pledged to and is held by U.S. Bank as collateral under
the indentures.  Amounts in the Lehman Brothers ABS Enhanced
LIBOR Fund were, in turn, invested in Lehman Brothers ABS
Enhanced Libor Ltd. whose portfolio is represented as consisting
primarily of high quality asset-backed securities.

In March 2009, the directors of Lehman Brothers ABS Enhanced
Libor Ltd. decided to terminate the latter's investment
activities based on concerns that significant and contemporaneous
redemptions in a short period of time could force it to sell its
portfolio securities at unfavorable prices, to the disadvantage
of Lehman Brothers ABS Enhanced LIBOR Fund and its investors.

Accordingly, Lehman Brothers ABS Enhanced Libor Ltd. determined
to proceed with a fair and orderly liquidation of its holdings,
suspend redemptions pending the liquidation and distribute all
proceeds of the liquidation to Lehman Brothers ABS Enhanced LIBOR
Fund by way of a dividend.  Lehman Brothers ABS Enhanced LIBOR
Fund, in turn, would make distributions to the issuers.  Notices
concerning these were distributed by NBFI by letter dated
March 4, 2009, to the issuers and to U.S. Bank.

As an accommodation to LBSF and other investors that wished to
hold rather than sell instruments in Lehman Brothers ABS Enhanced
Libor Ltd.'s portfolio, NBFI gave the issuers the choice of
either receiving cash proceeds from the liquidation or an in-kind
distribution of portfolio assets, to the extent that the
distribution could be made without disruption or prejudice to the
portfolio in the course of the liquidation.

In response to the March 4 letter, U.S. Bank contacted NBFI and
requested that the assets of Lehman Brothers ABS Enhanced Libor
Ltd. should be retained and actively managed rather than
liquidate the holdings held in Lehman Brothers ABS Enhanced Libor
Ltd.  Accordingly, based on the cooperation of NBFI, U.S. Bank
and the issuers, the liquidation of the portfolio has been
deferred pending efforts to replace NBFI as the investment
manager of Lehman Brothers ABS Enhanced Libor Ltd.

In light of this, U.S. Bank, as pledgee of the investments in
Lehman Brothers ABS Enhanced LIBOR Fund, sought and obtained the
Court's authority to enter a transaction, under which:

  (i) the assets of Lehman Brothers ABS Enhanced LIBOR Fund,
      which consist solely of shares in Lehman Brothers ABS
      Enhanced Libor Ltd., will be issued to its investors and
      delivered in pledge to U.S. Bank, and Lehman Brothers ABS
      Enhanced LIBOR Fund will be wound-up;

(ii) NBFI will be replaced by TCW Asset Management Company as
      the investment manager of Lehman Brothers ABS Enhanced
      Libor Ltd.; and

(iii) the board of directors of Lehman Brothers ABS Enhanced
      Libor Ltd. designated by NBFI will resign and be replaced
      by directors designated by TCW.

U.S. Bank's attorney, Ann Acker, Esq., at Chapman and Cutler LLP,
in Chicago, Illinois, says that in order to carry out the
proposed transaction, the assets of Lehman Brothers ABS Enhanced
LIBOR Fund will be distributed to U.S. Bank to hold in trust for
the issuers under the indentures in the same proportion as their
ownership of units bear to the units in Lehman Brothers ABS
Enhanced LIBOR Fund.

The shares in Lehman Brothers ABS Enhanced Libor Ltd. carry
essentially the same distribution and redemption rights as the
units of Lehman Brothers ABS Enhanced LIBOR Fund, Ms. Acker
points out.

Accordingly, the units of Lehman Brothers ABS Enhanced LIBOR Fund
will be cancelled and will be exchanged for the shares in Lehman
Brothers ABS Enhanced Libor Ltd. in the same proportion as their
ownership of units bear to units in Lehman Brothers ABS Enhanced
LIBOR Fund, according to Ms. Acker.

To accomplish the distribution of Lehman Brothers ABS Enhanced
Libor Ltd.'s shares, Ms. Acker says that NBFI will direct State
Street to distribute those shares held by Lehman Brothers ABS
Enhanced LIBOR Fund to U.S. Bank, which will be held in pledge
under the indentures in exchange for the units in Lehman Brothers
ABS Enhanced LIBOR Fund.

Pursuant to the indentures, U.S. Bank will take all actions
necessary to perfect an interest in the shares of Lehman Brothers
ABS Enhanced Libor Ltd., which carry all of the rights and
obligations of Lehman Brothers ABS Enhanced LIBOR Fund's units.

Lehman Brothers ABS Enhanced LIBOR Fund also will wind up
its affairs by deregistering as a mutual fund with the Cayman
Islands Monetary Authority, among other things.  NBFI has agreed
to be responsible for all aspects of the winding up of Lehman
Brothers ABS Enhanced LIBOR Fund.

Meanwhile, to effectuate the transfer of management control, the
management shares of Lehman Brothers ABS Enhanced Libor Ltd.
currently held by NBFI will be transferred to TCW or its designee
by consent of the NBFI directors pursuant to an assignment and
assumption agreement to be prepared by NBFI and approved by TCW.
The NBFI directors will resign and TCW will appoint the new board
of directors of Lehman Brothers ABS Enhanced Libor Ltd.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Elliot Management Can Trade In Claims
------------------------------------------------------
Elliott Management Corp. won court approval to implement an
information blocking process that would allow it to continue
trading in claims against Lehman Brothers Holdings Inc. and its
affiliated debtors.

Matthew Gold, Esq., at Kleinberg Kaplan Wolf & Cohen PC, in New
York, says the proposed process would ensure that Elliot would
not violate its fiduciary duties as member of the Official
Committee of Unsecured Creditors Committee even if it trades in
securities and bank debt against the Debtors.

"Although members of the [Creditors] Committee owe fiduciary
duties to the creditors of these estates, Elliott also has
fiduciary duties to maximize returns to its clients through
trading securities," Mr. Gold says.  He points out that Elliot
may risk the loss of a beneficial investment opportunity for
itself and its clients if barred from trading the claims during
the pendency of the Debtors' bankruptcy cases.

Mr. Gold adds the process would prevent Elliott's trading
personnel from using or misusing nonpublic information obtained
by its personnel who are engaged in Creditors Committee-related
activities, and also would preclude them from receiving
inappropriate information regarding Elliott's trading in the
claims in advance of those trades.

The proposed information blocking process is detailed in a
declaration filed by Jonathan Pollock, Global Head of Situational
Investing of Elliot, a copy of which is available for free at:

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

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Fine Tunes Plan; Unsecureds to Recover 14.7%
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed
with the U.S. Bankruptcy Court for the Southern District of New
York a revised joint Chapter 11 plan of reorganization and a
disclosure statement on April 14, 2010.

The Plan proposes an economic resolution of the claims of
creditors of all of the Debtors and incorporates resolutions of
various inter-Debtor, Debtor-creditor and inter-creditor
disputes.  The Plan separately applies to each of the Debtors and
constitutes 23 distinct Chapter 11 plans.

The Plan recognizes the corporate integrity of each Debtor and,
therefore, allowed claims against a particular Debtor will be
satisfied from the assets of that Debtor, according to William
Fox, executive vice-president and chief financial officer of
LBHI.

Under the Plan, claims against and equity interests in each
Debtor are separated into classes.  Generally, the classification
structure of the Plan applicable to each of the Debtors is
identical other than for LBHI, which includes additional classes
for senior and subordinated unsecured debt and guarantee claims
filed by third-parties as well as affiliates.

As it relates to LBHI, after payment in full in cash of
administrative and priority creditors and the satisfaction in
full of secured creditors, the Plan proposes to distribute cash
to holders of senior unsecured claims, general unsecured claims,
intercompany claims and guarantee claims filed by third-parties
and affiliates in the amount of their pro rata share.

The Plan provides that the aggregate allowed amount of guarantee
claims by third-parties and affiliates against LBHI for
distribution purposes should not exceed $115.324 billion.
Affiliates holding guarantee claims will have an aggregate
allowed claim in the sum of $21.186 billion.

The Debtors intend to allocate the $21.186 billion on a pro rata
basis based on the amount of each affiliate's allowed guarantee
claim.  An allocation will be proposed by the plan administrator
within six months after the effective date of the Plan.

As to each of the subsidiary debtors of LBHI, the Plan adopts a
common classification scheme.  The Plan proposes, after payment
in full in cash of administrative and priority creditors and the
satisfaction of secured creditors in full, to distribute cash to
holders of general unsecured claims and intercompany claims in
the amount of their pro rata share.

To the extent that an Intercompany Claim held by any Debtor (or
Debtor-controlled entity) against a Foreign Debtor is treated as
equivalent to a general unsecured Claim in the Foreign
Proceeding, the Intercompany Claim asserted by that Affiliate
against the Debtors will be Allowed.

As part of the resolution of Intercompany Claims, Affiliates may
not seek to setoff their Affiliate Guarantee Claims against
LBHI's or any other Debtor's Claims against that Affiliate.  The
Debtors propose that Intercompany Claims among them and their
Affiliates be honored in the amounts of recorded Intercompany
Claims set forth on the Debtors' books and records as of
applicable Petition Date. With respect to LBHI's liabilities to
Lehman Brothers Treasury Co. B.V., an affiliate of LBHI, which
was declared bankrupt by a Dutch court on October 8, 2008, the
Debtors propose to Allow LBT's Intercompany Claims against LBHI
at 50% of the amount of those liabilities set forth on the books
and records of LBHI and LBT as of September 14, 2008.

                       Plan Administrator

Pursuant to the Plan, LBHI is appointed as the Plan Administrator
for each of the Debtors.  The Plan Administrator will have the
authority and right on behalf of each of the Debtors, without the
need for Bankruptcy Court approval, but in consultation with the
Official Committee of Unsecured Creditors to carry out and
implement all provisions of the Plan, including, without
limitation, to (i) control and effectuate the Claims
reconciliation process, including objecting to, seeking to
subordinate, compromise or settling any and all Claims
against the Debtors; and (ii) make Distributions to holders of
Allowed Claims in accordance with the Plan.

                Board of Directors & Management

On the effective date of the Plan, the board of directors of LBHI
will consist of nine persons selected by LBHI, with the consent
of the Official Committee of Unsecured Creditors.   LBHI's board
of directors will then select the board of directors and managers
for each of the subsidiary debtors.

The officers and managers of the Debtors immediately prior to the
effective date will serve as their initial officers and managers
on and after the effective date.

On the effective date, LBHI will issue one new share of common
stock to the plan administrator.  This share of common stock of
LBHI will be held in trust by the plan administrator for the
benefit of holders of claims against the Debtors, provided that
the Plan Administrator may not exercise any voting rights
appurtenant thereto in conflict with Article VII of the Plan.

LBHI will continue to own the outstanding equity interests in
each of the subsidiary debtors on the effective date.  The
subsidiary Debtors will continue to exist after the effective
date for the purpose of winding up their affairs and assisting
the plan administrator.

                       Cash Flow Estimate

Since the Debtors' Plan contemplates a liquidation, for purposes
of determining whether the Plan meets this requirement, the
Debtors have analyzed their ability to meet their obligations
under the Plan over the expected period of liquidation.  As part
of this analysis, the Debtors have prepared cash flow estimates
for each of the Debtors for the five year period ending
December 31, 2013.

The Debtors' management has prepared these cash flow estimates,
based on certain assumptions that they believe to be reasonable
under the circumstances.  Those assumptions considered to be
significant are described in the cash flow estimates.  The cash
flow estimates have not been examined or compiled by independent
accountants.

A full-text copy of the 5-Year Cash Flow Estimate is available
for free at:

     http://bankrupt.com/misc/LBHI_5-yrcashflowestimate.pdf

                      Liquidation Analysis

The Debtors' management believes that in liquidation under
Chapter 7, before creditors received any distribution, additional
administrative expenses involved in the appointment of a trustee
or his professionals would cause a substantial diminution in the
value of the Debtors' assets.  The assets available for
distribution to creditors would be sold at distressed prices and
reduced by such additional expenses.

In a liquidation under Chapter 11, the Debtors' assets could be
sold in an orderly fashion over a more extended period of time
than in a liquidation under Chapter 7.  Thus, the Debtors'
management believes that a Chapter 11 liquidation is likely to
result in greater recoveries than in a Chapter 7 liquidation for
all classes.

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

Full-text copies of the Debtors' revised Joint Chapter 11 Plan of
Reorganization and disclosure statement are available for free
at:

  http://bankrupt.com/misc/LBHI_RevisedPlan.pdf
  http://bankrupt.com/misc/LBHI_DisclosureStatement.pdf

                      Expected Recovery

Solely for illustrative purposes, the Debtors have analyzed
estimated recoveries under their Chapter 11 Plan of
Reorganization based on a range of discount rates.  This range
was applied to the Debtors' cash flow estimates for the recovery
of distributable assets under the Plan.

Based on the analysis, estimated Plan recoveries for general
unsecured claims against these Debtors are:

                                     Discount Rate
                            Undiscounted   6%     12%     18%
                            ------------ -----   -----   -----
Lehman Brothers Holdings Inc.    14.7%    12.9%   11.5%   10.4%
Lehman Commercial Paper Inc.     44.2%    37.5%   32.4%   28.6%
Lehman Brothers Commodity
Services                       26.8%    26.4%   26.1%   25.8%
Lehman Brothers Special
Financing                      24.1%    23.3%   22.5%   21.9%

The Debtors have also estimated recoveries under both the Plan
and a hypothetical liquidation at various discount rates.  Based
on this analysis, which incorporates the multitude of projections
and assumptions used to project the total distributable assets
available and the total allowed claims under the Plan and in a
hypothetical liquidation, the Debtors estimate that at discount
rates up to 25% the Plan is preferable for all creditor classes
in comparison to a hypothetical liquidation.

The Debtors classified the Claims and Equity Interests filed
against them, their treatment and their estimated recovery:

                                                       Estimated
  Class              Treatment                          Recovery
  -----              -----------                        ---------
NA Administrative    Payment in full, in cash.            100%
  Claims            Est. Amount: $4.7 billion

NA Priority Tax      Paid in cash.                        100%
  Claims            Est. Amount: $2 billion

1  Priority Non-Tax  Payment in full in cash. Claims      100%
  Claims            in Class 1 will not receive
                    post-petition interest.

2  Secured Claims    At the option of LBHI: (i) payment   100%
                    in cash in an amount equal to the
                    allowed amount of such secured
                    claim; (ii) the sale or disposition
                    proceeds of the collateral securing
                    the allowed secured claim to the
                    extent of the value of that
                    collateral; (iii) surrender to the
                    holder of the allowed secured claim
                    of the collateral; or (iv) such
                    treatment that leaves unaltered the
                    legal, equitable, and contractual
                    rights of the holder of the allowed
                    secured claim.

3  Senior Unsecured  Payment in cash in the amount of     17.4%
  Claims            (i) its pro rata share of available
                    cash from LBHI, and (ii) its pro
                    rata senior unsecured claim share
                    of reallocated distributions.

4  General Unsecured Payment in cash of its pro rata      14.7%
  Claims            share of available cash from LBHI.

5  Subordinated      No Distribution                         0%
  Unsecured Claims

6  Intercompany      Payment in cash of its pro rata      14.7%
  Claims            share of available cash from LBHI.

7A Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBSF    basis of its Permitted Third-Party
  is the Primary    Guarantee Claim.  Each Permitted
  Obligor on the    Third-Party Guarantee Claim will
  corresponding     receive a pro rata share of
  Primary Claims    available cash.

7B Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBCS    basis of its Permitted Third-
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  Corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7C Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBCC    basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7D Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LOTC    basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata.
  Primary Claims    share of available cash.

7E Third-Party       Each holder of a claim will          N/A
  Guarantee Claims  participate in recoveries on the
  for which LBDP    basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

                    The Debtors estimate that the
                    claims in this Class will
                    recover 100% of their allowed
                    claim amounts from LBDP.

7F Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LCPI    basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7G Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBIE    basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7H Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBL     basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7I Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBT     basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7J Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which         basis of its Permitted Third
  Bankhaus is the   Party Guarantee Claim.  Each
  Primary Obligor   Permitted Third-Party Guarantee
  on the            Claim will receive a pro rata
  corresponding     share of available cash.
  Primary Claims

7K Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LB      basis of its Permitted Third
  Finance is the    Party Guarantee Claim.  Each
  Primary Obligor   Permitted Third-Party Guarantee
  on the            Claim will receive a pro rata
  corresponding     share of available cash.
  Primary Claims

7L Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LB      basis of its Permitted Third
  Securities is the Party Guarantee Claim.  Each
  Primary Obligor   Permitted Third-Party Guarantee
  on the            Claim will receive a pro rata
  corresponding     share of available cash.
  Primary Claims

7M Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBJ is  basis of its Permitted Third
  the Primary       Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7N Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBHJ    basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7O Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which Sunrise basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7P Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBCCA   basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7Q Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which LBI     basis of its Permitted Third
  is the Primary    Party Guarantee Claim.  Each
  Obligor on the    Permitted Third-Party Guarantee
  corresponding     Claim will receive a pro rata
  Primary Claims    share of available cash.

7Q Third-Party       Each holder of a claim will          14.7%
  Guarantee Claims  participate in recoveries on the
  for which a       basis of its Permitted Third
  Schedule 5        Party Guarantee Claim.  Each
  Affiliate is the  Permitted Third-Party Guarantee
  Primary Obligor   Claim will receive a pro rata
  on the            share of available cash.
  corresponding
  Primary Claims

8  Affiliate         Allowed Affiliate Guarantee          14.7%
  Guarantee Claims  Claims will be allowed in the
                    aggregate amount of $21,186
                    million.  Within a period of
                    six months after the effective
                    date, the plan administrator
                    will review and consult with
                    holders of Affiliate Guarantee
                    Claims as necessary and propose
                    an allocation of $21,186 million
                    to each holder of an Affiliate
                    Guarantee Claim. If the proposed
                    allocation is accepted by holders
                    of at least two-thirds in amount
                    of Allowed Affiliate Guarantee
                    Claims and more than one-half in
                    number of holders of such Allowed
                    Claims within 30 days of the
                    solicitation of such vote, such
                    allocation will be binding on all
                    holders of Allowed Affiliate
                    Guarantee Claims.

                    If such proposal is not accepted,
                    the allocation of the total
                    $21,186 million among the holders
                    of Allowed Affiliate Guarantee
                    Claim will be determined by the Court.
                    Each holder of an Allowed Affiliate
                    Guarantee Claim against LBHI will
                    receive its pro rata share of
                    available cash.

9  Equity Interests  No distributions (unless all other
  In LBHI           creditors have been paid in full).
                    All equity interests will be cancelled
                    and one new share of LBHI common
                    stock will be issued to the plan
                    administrator which will hold such
                    share for the benefit of the holders
                    of the former equity interests
                    consistent with their former economic
                    entitlement.

Copies of schedules detailing recoveries to each class of
creditors for LBHI and the other Debtors on an undiscounted cash
flow basis are available for free at:

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

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Merit's Plan Exclusivity Extended Until Sept. 15
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order authorizing Merit LLC to file its Chapter 11 plan
until September 15, 2010, and to solicit votes for the plan until
November 15, 2010.

Merit is one of the three units of Lehman Brothers Holdings Inc.
that filed for bankruptcy protection only in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The two other Lehman units are LB Somerset LLC and LB Preferred
Somerset LLC.

LBHI proposed to move the deadline for the filing of and
solicitation of votes for Merit's Chapter 11 plan so that it
could continue to negotiate the joint Chapter 11 plan of
reorganization without distraction from creditors or other
parties who may propose their own plan for Merit.

LBHI made a similar request for LB Somerset and LB Preferred,
however, two of their creditors blocked its approval, alleging
that the Lehman units lack equity in their property and that
their plans of reorganization cannot be confirmed.

Consequently, the Court issued a separate bridge order extending
the deadline for the filing of and solicitation of votes for LB
Somerset's and LB Preferred's plans until such time that it hands
down a ruling on the proposed extension.

The proposed extension will be considered for approval at the
May 12, 2010 omnibus hearing.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Subpoenas Goldman, 4 Investment Firms
------------------------------------------------------
Bankruptcy Law360 reports that Lehman Brothers Holdings Inc. has
subpoenaed Goldman Sachs & Co. and four investment firms as part
of an internal examination of the Company's bankruptcy.  Apart
from Goldman, Lehman subpoenaed Citadel Investment Group LLC, SAC
Capital Advisors LP, Och-Ziff Capital Management Group LLC and
Greenlight Capital Inc., Law360 relates citing notices filed
Friday.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wins OK for Kleyr as Special Counsel
-----------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
court approval to employ Luxembourg-based Kleyr Grasso Associes as
their special counsel effective June 1, 2009.

The Debtors tapped the firm to provide them legal assistance on
matters concerning their subsidiaries or affiliates in
Luxembourg.

Prior to the proposed employment, Kleyr Grasso has served as
"ordinary course" professional of the Debtors, assisting in
particular their bankruptcy professionals in negotiations with
the public prosecutor in Luxembourg to prevent compulsory
liquidation of some Luxembourg-based Lehman units.  Kleyr
Grasso's fees and expenses, however, exceeded the $1 million
compensation cap for ordinary course professionals, prompting the
Debtors to retain the firm as a professional pursuant to Sections
327 and 328 of the Bankruptcy Code.

Kleyr Grasso will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's hourly rates
are:

  Professionals                Hourly Rates
  -------------                ------------
  Partners                        EUR385
  Senior Associates               EUR275
  Associates                      EUR235
  Junior Associates               EUR175

Marc Kleyr, Esq., at Kleyr Grasso, assures the Court that his
firm does not hold or represent interest adverse to the Debtors
or their estates.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Urged to Fix Problems in 2008, Bernanke Says
-------------------------------------------------------------
Federal Reserve Chairman Ben S. Bernanke said regulators urged
Lehman Brothers Holdings Inc. to fix "significant deficiencies" in
its available liquidity before the securities firm's failure in
2008.  The results of stress tests "showed significant
deficiencies in available liquidity, which the management was
strongly urged to correct," Mr. Bernanke said in testimony
prepared for a House Financial Services Committee hearing this
week.

Lehman's response, including raising $6 billion in capital in June
2008 and improvements in liquidity the next month, "proved
inadequate," Mr. Bernanke said, according to Bloomberg.
Mr. Bernanke, according to the report, reiterated comments from
last month that the central bank was unaware Lehman used off-
balance-sheet transactions to downplay its leverage.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Has Support From Committee on Litigation Hedge
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors in the Chapter 11 cases of Lehman
Brothers Holdings Inc. is supporting a motion by Lehman for
authority to exit derivative and swap agreements where there are
disputes about Lehman's rights.  U.S. Bank NA, as trustee in some
of the target transactions with special purpose vehicles, is
opposing the proposal, arguing that "the investments are
speculative in nature and are not prudent and safe."

According to the report, the underlying transactions involved a
flip clause in swap agreements where collateral ordinarily would
go first to a Lehman subsidiary as the swap counterparty.  Under
the flip clause, the bankruptcy of the swap counterparty or an
affiliate would have the collateral go first to noteholders and
only to Lehman after the noteholders were fully paid.

The bankruptcy judge ruled on Jan. 25 in one of the transactions
that the flip clause violates a provision in bankruptcy law
prohibiting "ipso facto" clauses where someone loses rights simply
for filing in bankruptcy or becoming insolvent.  Despite the
victory, Lehman said the counterparties aren't giving in.  To
close out the contracts, Lehman filed a motion looking for
authority to buy up enough notes so it can force the liquidation
of collateral in particular transactions.

Separately, according to Bloomberg News, Lehman's examiner is
scheduled to tell Congress that the Securities and Exchange
Commission knew Lehman was violating its own risk-management
rules.  Lehman's former chief executive says the broker was
following accounting standards in the treatment of so-called Rule
105 repo transactions that took debt off the balance sheet.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LICCO RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: LICCO Restaurants, LLC
        PO Box 3130
        Mooresville, NC 28117

Bankruptcy Case No.: 10-50526

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Travis W. Moon, Esq.
                  Hamilton Moon Stephens Steele Martin
                  2020 Charlotte Plaza
                  201 S. College Street
                  Charlotte, NC 28244-2020
                  Tel: (704) 344-1117
                  E-mail: tmoon@lawhms.com

Estimated Assets: $500,001 to $1,000,000

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

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

            http://bankrupt.com/misc/ncwb10-50526.pdf

The petition was signed by Jimmie Lee Peterson, president.


LKQ CORPORATION: Moody's Raises Corporate Family Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service raised the ratings to LKQ Corporation:
Corporate Family and Probability of Default Ratings to Ba2 from
Ba3.  In a related action the ratings of the senior secured
revolving credit and term loan facilities were raised to Ba2 from
Ba3.  The Speculative Liquidity Rating was affirmed at SGL-2 and
the rating outlook is stable.

Raising LKQ's rating to Ba2 reflects the company's demonstrated
ability to further improve its strong credit metrics during the
current difficult economic environment.  LKQ's strong competitive
position as the largest supplier of non-OEM aftermarket collision
replacement products was bolstered following its acquisition of
Keystone Automotive Acquisitions in October 2007.  LKQ
successfully integrated Keystone, while reducing total debt
leverage during a period of decreasing passenger miles driven and
lower accident rates.  The company's national footprint and
ability to maintain higher levels of in-stock parts provided
significant competitive advantages over smaller competitors and
supported the company's organic growth.  Going forward LKQ's
business should be bolstered by increasing passenger miles driven.
However, Moody's expects, and incorporates in the ratings, risks
to continue, as the company is expected to acquire smaller
operations to further expand market coverage, and as scrap metal
prices continue to fluctuate.  For the fiscal year ending
12/31/09, LKQ had credit metrics consistent with a Ba2 rating with
EBIT/Interest approximating 5.0x and Debt/EBITDA approximating
2.9x

The stable outlook considers Moody's expectation of continued
improvement in LKQ's operating performance, offset by the risk of
the company continuing its pace of acquisitions over the near-
term.  A large portion of the company's ability to grow its
business relies on the likelihood of the automotive insurance
industry continuing to support usage of refurbished and/or
recycled parts as the repair option, which is out the company's
control.  As the automotive insurance industry is highly
regulated, the stable outlook assumes continued regulatory support
of the existing collision repair business model.  As such, further
improvement in LKQ's outlook or rating would rely heavily on a
significant reduction in debt levels to mitigate these exogenous
risks.

LKQ's liquidity profile is expected to remain good over the near-
term.  As of 12/31/09, the company maintained approximately
$109 million of cash on hand.  With only nominal amounts of
amortization required under the senior secured term loans, LKQ is
expected to continue its historical trend of free cash flow
generation.  Additionally, liquidity support is provided by the
company's $100 million of senior secured revolving credit facility
commitments, unfunded at 12/31/09 with $25.8 million of letters of
credit outstanding.  These facilities are expected to be
sufficient to provide operating flexibility over the near-term.
The primary financial covenant under the senior secured facilities
is a senior secured leverage test for which the company was in
compliance as of 12/31/09.  The test levels under the senior
secured leverage covenant tighten over the coming quarters to 2.5x
and are expected to result in modest covenant cushions over the
near-term.  Alternative liquidity is limited as essentially all of
the company domestic asset secure the bank credit facilities.

Ratings raised:

* Corporate Family Rating, to Ba2 from Ba3

* Probability of Default, to Ba2 from Ba3

* Senior secured revolving credit facilities, to Ba2 (LGD4, 50%)
  from Ba3 (LGD4, 51%)

* Senior secured term loan, to Ba2 (LGD4, 50%) from Ba3 (LGD4,
  51%)

Ratings affirmed:

* Speculative Grade Liquidity Rating, at SGL-2

The last rating action on LKQ was on September 26, 2007, when the
Ba3 Corporate Family Rating was assigned.

LKQ Corporation is the largest nationwide provider of aftermarket
and recycled collision replacement parts, and refurbished
collision replacement products such as wheels, bumper covers and
lights, and a leading provider of mechanical replacement parts
used to repair light vehicles.  LKQ operates approximately 295
facilities, offering a broad range of replacement systems,
components, and parts to repair automobiles and light-duty trucks
and heavy-duty trucks.


MAGNACHIP SEMICONDUCTOR: Court Dismisses Chapter 11 Proceedings
---------------------------------------------------------------
The Hon. Peter. J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware dismissed the Chapter 11 cases of MagnaChip
Semiconductor LLC, et al.

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.


MARKETXT HOLDINGS: Court Rejects Empyrean's Good Faith Defense
--------------------------------------------------------------
WestLaw reports that a transferee that received from the Chapter
11 debtor the proceeds of certain stock that the debtor had
received in connection with its sale of its subsidiary, which
proceeds the trustee sought to recover on actual or constructive
fraudulent conveyance theories, failed to establish that it acted
in good faith, as required to establish the "good faith for value"
defense under 11 U.S.C. Sec. 548(c).  There was overwhelming
evidence in the record that the transferee and the debtor, through
the debtor's principal, were acting in bad faith and that both had
actual or constructive knowledge of a fraudulent scheme whereby
the debtor's creditors were deceived as to the amount of the
proceeds and the transferee's consideration, and the contractual
right of the debtor's largest creditor to 16/17ths of the net
proceeds was subverted.  In re MarketXT Holdings Corp., --- B.R. -
---, 2010 WL 933994 (Bankr. S.D.N.Y.) (Gropper, J.).

As reported at 376 B.R. 390, the Honorable Allan L. Gropper
previously denied the Plaintiffs' motion for summary judgment in
Alan Nisselson, as Chapter 11 Trustee of MarketXT Holdings
Corporation, and the Official Committee of Unsecured Creditors v.
Empyrean Investment Fund, L.P., Empyrean General Partner, LLC, Ash
Master Fund, II, LLC, Ash Master Fund II, L.P., Ash Fund LP, f/k/a
Empyrean Fund, LP, Ash Fund II LP, Ash Capital, LLC f/k/a, Ash
Capital Management, Ash General Partner, LLC, Ash Offshore Fund,
Ltd ., Ash General Partner Offshore, Ltd., Rauf Ashraf, et al.,
Adv. Pro. No. 05-01268 (Bankr. S.D.N.Y. 2007).

MarketXT Holdings Corporation, fka Tradescape Corporation, was a
day-trading firm conducting electronic equity trades on all
the major U.S. stock exchanges.  The Company sought Chapter 11
protection on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078).
The Chapter 11 Trustee is represented by attorneys at Kaye Scholer
LLP.


MARQUETTE NATIONAL: A.M. Best Cuts FSR to B+ From B++
-----------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed most of the financial strength ratings (FSR) and issuer
credit ratings (ICR) of the primary insurance subsidiaries of
Universal American Corp. (Universal American) (Rye Brook, NY)
[NYSE: UAM], as well as all debt ratings on the shelf registration
of Universal American.

The rating affirmations reflect Universal American's established
position in the U.S. senior health insurance market, positive
operating performance and strengthened capitalization.  Universal
American currently serves over 1.9 million Medicare members.
Enrollment growth for the organization was driven primarily by its
Medicare Advantage Private Fee for Service (PFFS) and Medicare
Prescription Drug Part D (PDP) products. Universal American
continues to generate positive operating and net income results,
with over $140 million of net income reported in 2009.
Capitalization of Universal American's primary insurance
subsidiaries strengthened considerably in 2009 due to positive
operating results and the completion of a reinsurance transaction
for essentially all of the organization's life and annuity
business.  The Medicare Advantage and PDP businesses are
anticipated to generate good cash flows and positive operating
results for the organization in the near term.

Offsetting rating factors include Universal American's business
and insurance risk concentration in Medicare products.  Due to
legislative changes, the Medicare Advantage PFFS product will no
longer be available in non rural areas starting in 2011.  As part
of a long-term strategy, Universal American has been actively
building network-based health maintenance organization and
preferred provider organization products in core markets to enable
migration to these products, thereby offsetting the loss of the
PFFS product.  There is the potential for enrollment losses in non
rural regions where the organization does not have network-based
products available.  Future funding of the Medicare Advantage
program is anticipated to continue to decline, and the pending
minimum medical loss ratio requirements for Medicare Advantage
products could pressure margins in the future.

A.M. Best also has downgraded the FSR to B+ (Good) from B++ (Good)
and ICRs to "bbb-" from "bbb" of American Pioneer Life Insurance
Company (Lake Mary, FL) and Marquette National Life Insurance
Company (Houston, TX).  The outlook for these ratings also has
been revised to stable from negative.

The rating downgrades of American Pioneer Life Insurance Company
and Marquette National Life Insurance Company are due to the
change in the business written by these entities.  Going forward,
both companies will primarily write Medicare Supplemental
business.  This is not a primary line of business for the
organization, and premiums for this product have continued to
trend downward as Medicare Advantage products become more
attractive to seniors due to their lower premiums and higher
benefit levels.

The outlook has been revised to stable from negative and the FSRs
of B++ (Good) and ICRs of "bbb" have been affirmed for the
following subsidiaries of Universal American Corp.:

  -- American Progressive Life & Health Insurance Company of New
     York

  -- Pennsylvania Life Insurance Company
  -- The Pyramid Life Insurance Company

The FSRs of B+ (Good) and ICRs of "bbb-" have been affirmed for
the following subsidiaries of Universal American Corp.:

  -- Constitution Life Insurance Company
  -- SelectCare of Texas, LLC
  -- Union Bankers Insurance Company

The FSR of B (Fair) and ICR of "bb+" have been affirmed for
GlobalHealth, Inc., a subsidiary of Universal American Corp.

The outlook has been revised to stable from negative and the ICR
of "bb" has been affirmed for Universal American Corp.

The outlook has been revised to stable from negative and the
following indicative debt ratings on the $140 million shelf
registration have been affirmed:

Universal American Corp.:
  -- "bb" on senior unsecured debt
  -- "bb-" on subordinated unsecured debt
  -- "b+" on preferred stock


MAX FUNDING: Moody's Junks Rating on Class B Notes From 'B1'
------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
rating of one class of notes issued Max Funding I, Ltd.  The notes
affected by the rating action are:

  -- US$30,000,000 Class B Floating Rate Second Priority Senior
     Secured Term Notes due January 22, 2013 Notes (current
     balance of $13,477,755), Downgraded to Caa1; previously on
     July 23, 2009 Downgraded to B1

Max Funding I, Ltd., is a collateralized debt obligation issuance
backed by a portfolio of Collateralized Loan Obligations with the
majority originated in 2000 and 2001.

According to Moody's, the rating downgrade action is the result of
deterioration in the credit quality of the underlying portfolio.
Such credit deterioration is observed through numerous factors,
including a decline in the average credit rating of the portfolio
(as measured by an increase in the weighted average rating factor)
and an increase in the proportion of securities rated Ca and
below.  The weighted average rating factor, as reported by the
trustee, has increased from 6876 in July 2009 to 7683 in April
2010.  Currently, approximately 75% of the portfolio is currently
rated Ca or C by Moody's.

Moody's continues to monitor this transaction using primarily the
methodology and its supplements for ABS CDOs as described in
Moody's Special Report below:

  -- Moody's Approach to Rating SF CDOs (August 2009)

In deriving its ratings, Moody's uses the collateral instrument's
current rating-based expected loss, Moody's recovery rate table,
and the original rating of the instrument along with its average
life to infer an unadjusted default probability.  In addition to
the quantitative factors that are explicitly modeled, qualitative
factors are part of rating committee considerations.  These
qualitative factors include the structural protections in each
transaction, the recent deal performance in the current market
environment, the legal environment, and specific documentation
features.  All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors, and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.


MERRILL LYNCH FINANCIAL: DBRS Downgrades Class F to 'CCC'
---------------------------------------------------------
DBRS has confirmed Classes A-1 though E, with Stable trends.
Additionally, DBRS has downgraded the ratings of four classes of
Merrill Lynch Financial Assets Inc., Series 2001-Canada 5:

  -- Class F downgraded to CCC from BB
  -- Class G downgraded to C from B
  -- Class H downgraded to C from CCC
  -- Class J downgraded to C from CCC

Class J has Interest in Arrears and is noted as such.

The downgrades are a result of anticipated losses from three loans
in special servicing (combined 9.2% of the pool): Skeena Mall,
Ramada Coral Inn, and Ramada All-Suite.  Despite the status of
these three loans, the performance of the propoderance of the
remaining collateral has been stable.  Since issuance, the
transaction's collateral has been reduced by 32.6% and currently
19.4% of the pool is secured by Government of Canada securities.
The pool also has a significant number of upcoming maturities with
22 non-defeased loans (59.8% of the pool) coming due through 2011.
However, the maturing loans reporting preceding financials have an
average debt yield of 25.1% and will benefit from reduced leverage
levels after ten years of seasoning.

The Skeena Mall loan is secured by a shopping centre in Terrace,
British Columbia and transferred to the special servicer because
of payment default in March 2007.  The property is located in a
remote area that was hit hard by the closing of its major employer
in 2001.  Since then, many tenants, including the former anchor,
Zellers, have vacated and as a result, the subject is currently
only 60.8% occupied.  The loan is scheduled to mature in February
2011 and at this time, DBRS estimates losses from this loan could
ultimately exceed 45%, based on current cash flows and market
dynamics.

The Ramada Coral Inn loan is secured by a 129-room hotel in
Niagara Falls, Ontario, approximately 4 kilometres west of the
falls, and transferred to the special servicer in January 2008.
The borrower for this loan and Ramada All-Suite are affiliated.
The hotels are connected by an above ground walkway and are
currently closed.  Both properties were in the beginning phases of
a significant renovation when the borrower ran out of funds, and
since then, the condition of the properties has deteriorated.
DBRS expects both of these loans to incur losses of nearly 100%.

Further commentary on the loans in special servicing, in addition
to the rest of the transaction, can be found in the updated
Surveillance Report.


MESA AIR: AAR Corp. Wants to Trade in 1,120,000 Shares
------------------------------------------------------
On April 14, 2010, AAR Corp. filed an amended notice of its
intention to sell, trade or otherwise transfer 1,120,000 shares of
the equity securities of Mesa Air Group, Inc., or an option with
respect thereto.  This Notice amends and will be deemed to replace
the Original Notice filed on March 30, 2010.  The Original Notice
will be deemed withdrawn.

If the proposed transfer is permitted to occur, AAR will
beneficially own 8,739,600 shares of Mesa equity securities after
the transfer.

The Troubled Company Reporter reported on April 6, 2010, that on
March 30, 2010, AAR Corp. notified the Court of its intention to
sell, trade or otherwise transfer 3,000,000 shares of the equity
securities of Mesa Air Group, Inc., or an option with respect
thereto.  AAR filed its Notice of Status as a Substantial
Equity Holder on February 9, 2010, and currently beneficially
owns 9,859,600 Mesa shares.  The Debtors have 30 calendar days
after receipt of the Notice to  object to the proposed transfer.
If the Debtors file an objection, the proposed transfer will not
be effective unless approved by a final and non-appealable order
of the Court.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Responds to Delta's Lawsuit & Asserts Counterclaims
-------------------------------------------------------------
As previously reported, Delta Air Lines, Inc., is asking the U.S.
Bankruptcy Court for the Southern District of New York to enter,
among others, a declaratory judgment in favor of Delta, declaring
that it has the right to terminate a certain Delta Connection
Agreement, dated May 3, 2005, as a result of the defendants' --
Mesa Air Group, Inc. and Freedom Airlines, Inc. -- material
breaches, and that Delta has the right to seek reimbursement of
excess payments to Freedom.

                Debtors' Answer and Counterclaims

Mesa Air Group, Inc., and Freedom Airlines, Inc., submit that
their Delta Connection Agreement, dated May 3, 2005, with Delta
Air Lines, Inc., in which Freedom operates flights using ERJ-145
aircraft, speaks for itself as to form, content, and legal effect,
and deny any allegation inconsistent with the Agreement.

The Debtors deny that they have breached the Agreement and,
therefore, deny that they had any obligation to cure any alleged
breach of the Agreement.  The Debtors admit that they had stated
to Delta that one reason they are not in breach of the Agreement
as alleged is that their costs cannot be accurately compared to
the costs of Pinnacle Airlines, according to Ross S. Barr, Esq.,
at Jones Day, in New York.

The Debtors also deny that Delta is entitled to any of the relief
-- whether legal or equitable -- requested in the Complaint.

Mr. Barr asserts these affirmative defenses:

   (1) Delta's claims are barred in whole or in part by the
       failure to state a claim upon which relief can be granted.

   (2) Delta's claims are barred in whole or in part by the
       doctrines of res judicata and estoppel, including
       equitable, judicial, and collateral estoppel.

   (3) Delta's claims are barred in whole or in part because such
       claims are offset by amounts due and owing from Delta to
       the Debtors.

   (4) Delta's claims are barred in whole or in part by the
       doctrines of laches, waiver, and unclean hands.

   (5) Delta's claims are barred in whole or in part by the
       voluntary payment doctrine.

   (6) Delta's claims are barred in part by the Debtors'
       contractual obligations toward nonparties.

The Debtors ask the Court to enter judgment in their favor, and
that they recover their costs and attorneys' fees under the terms
of the Agreement and as provided by law.

The Debtors present these counterclaims against Delta:

   (1) Breach of contract -- failure to utilize Aircraft on "full
       time basis."

   (2) Breach of contract -- improper assumption of direct
       payments.

   (3) Breach of contract -- refusal to participate in rate
       setting process.

   (4) Breach of covenant of good faith and fair dealing.

   (5) The Debtors seek a declaratory judgment from the Court,
       resolving the issues of full-time utilization and rate
       setting, which would serve a useful purpose in clarifying
       and settling the parties' legal relationship under the
       Agreement and would provide relief from uncertainty,
       insecurity, and controversy giving rise to this
       proceeding.

   (6) Claim for attorneys' fees, costs, and expenses.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Subsidiaries File Schedules of Assets & Liabilities
-------------------------------------------------------------
Mesa Airlines, Inc., disclosed in its Schedules of Assets and
Liabilities:

A. Real Property
     Columbia, SC hangar                                $356,772
     Maintenance hangar - GJT (Grand Junction, CO)       438,394

B. Personal Property
B.1  Cash on hand                                          7,919
B.2  Bank Accounts
       BBVA Compass Bank                              12,325,956
       US Bank                                           658,839
       Others                                            313,811
B.3  Security Deposit
       Wells Fargo Bank Northwest                     12,355,535
       Manufacturers and Traders Trust Company         4,607,000
       Bank of America                                 3,775,775
       Bombardier Headquarters                         3,071,848
       PNC Bank Account                                1,680,657
       Others                                          3,598,615
B.16 Accounts Receivable                              15,450,986
B.18 Other Liquidated Debts Owing Debtor
       Tax Refunds                                        57,191
B.22 Patents                                             unknown
B.24 Customer lists or other compilations                unknown
B.25 Vehicles                                            212,412
B.27 Aircraft and accessories
       Aircraft/spare engines/aircraft
          enhancements/engine overhaul               452,829,181
B.28 Office Equipment
       Computer equipment                                648,645
       Furnishings                                        81,350
B.29 Equipment and Supplies for Business               2,065,830
B.30 Inventory                                        21,234,123
B.35 Other Personal Property
       Prepaid fuel                                    6,298,097
       Prepaid aviation ins - JLT hull                 2,605,099
       Leasehold improvements                            960,968
       Prepaid workers comp. Insurance                   775,362
       Prepaid rent                                      281,365
       Prepaid aviation ins - other                      159,706

       TOTAL SCHEDULED ASSETS                       $546,851,450
       =========================================================

C. Property Claimed as Exempt                                 $0

D. Creditors Holding Secured Claims
     M&T Investment Group                             17,659,755
     Raytheon Airline Credit                           3,906,372
     The Royal Bank of Scotland                      261,814,218
     Wilmington Trust Company                        106,152,124
     Wilmington Trust Company                         10,450,168

E. Creditors Holding Unsecured Priority Claims           unknown

F. Creditors Holding Unsecured Non-priority Claims
     AAR Corp.                                         1,401,363
     AAR Corp.                                         1,364,052
     AAR Corp.                                         1,332,143
     AON Risk Services, Inc.                           1,350,413
     BNP Paribas                                       4,520,156
     Citi Global Markets, Inc.                        10,189,814
     Delta Air Lines Inc. - GA                         4,301,012
     GE Aviation                                      15,099,470
     Geode Capital Mgmt LLC                            1,276,279
     IHI Corporation                                  16,227,382
     LC Capital Master Fund Ltd                        3,763,038
     Rolls-Royce Corporation                           2,428,817
     South Carolina Department of Revenue              1,172,652
     US Bank                                           6,797,203
     US Bank                                           1,888,964
     Others                                           16,304,661

       TOTAL SCHEDULED LIABILITIES                  $489,400,059
       =========================================================

                 Statement of Financial Affairs

Mesa Airlines, Inc., earned income, aggregating $2,117,927,282,
two years immediately preceding 2010:

         Period                          Amount
         ------                          ------
         10/01/09 - 01/04/10       $218,249,007
         2009                       829,421,059
         2008                     1,070,257,216

Michael Lotz, president of Mesa Airlines, related that the Debtor
earned an aggregate of $3,878,897 from sources other than from
employment, trade, profession, or operation of its business
during the two years immediately preceding the Petition Date:

         Period                          Amount
         ------                          ------
         10/01/09 - 01/04/10             $1,451
         2009                           360,655
         2008                         3,516,791

For debts that are not primary consumer debtors, the Debtor paid
451 creditors an aggregate of $74,229,379 within 90 days
immediately preceding the commencement of the bankruptcy case.
The Debtor also made payments to 23 insiders, aggregating
$6,011,862, within one year immediately preceding the Petition
Date, Mr. Lotz disclosed.

According to Mr. Lotz, Mesa Airlines is or was a party to 32
suits and administrative proceedings within one year immediately
preceding the Petition Date.  Ten of these suits and
administrative proceedings are now closed, the rest remain open.
The remaining open proceedings include:

     * Alusine Kanu, Case No. 540-2009-02716;
     * Anika Lackey, Case No. 473-2009-00888;
     * FAA, Case No. 2004SW070040;
     * FAA, Case No. 2005WP000001; and
     * Southwest Airlines V. TSA, Case Nos. 07-1279 TO 1294,
       1323, 1338, 1347.

Deloitte & Touche LLP and Deloitte Tax LLP have audited the books
of account and records, or prepared a financial statement, of the
Debtor within two years immediately preceding the Petition Date.

         9 Mesa Affiliates' Schedules of Assets & Debts

Nine debtor-affiliates of Mesa Air Group, Inc. reported assets
ranging between $0 to $10,000,000:

Debtor                                Assets          Debts
------                              ------------  ------------
Freedom Airlines, Inc.                $8,278,622   $29,631,299
MPD, Inc.                              4,000,649    29,631,299
Ritz Hotel Management Corp.              948,090    30,348,225
Mesa Air New York, Inc.                   36,562             0
Air Midwest, Inc.                         28,891    29,631,299
Regional Aircraft Services, Inc.          11,674    29,631,299
Mesa In-Flight, Inc.                           0    20,945,131
Nilchi, Inc.                                   0    20,945,131
Patar, Inc.                                    0    20,945,131

Michael Lotz, president of the Debtors, reported that four
Debtors earned income (i) from the operation of their businesses
and (ii) from sources other than employment, trade, profession or
operation of business, within two years before the Petition Date.
Their aggregate earnings are:

                                      Business        Other
Debtor                              Operations      Sources
------                              ----------      -------
Freedom Airlines                  $409,434,498       $9,071
Air Midwest                         27,037,655       87,381
MPD                                  7,527,668            0
Nilchi                                       0    7,879,627

According to Mr. Lotz, Freedom Airlines is party to seven suits
and administrative proceedings, which remain open, within one
year immediately preceding the Petition Date.  These are:

     * FAA, Case No. 2008SW070080;
     * FAA, Case No. 2008SW070083;
     * FAA, Case No. 2008SW910227;
     * FAA, Case No. 2009SW070023;
     * Talisha Williams, Case No. 846-2009-40787;
     * TSA, Case No. 2007CAK0005; and
     * TSA, Case No. 2008HDQ0003.

Deloitte & Touche LLP and Deloitte Tax LLP have audited the
Debtors' books of account and records, or prepared financial
statements of the Debtors, within two years immediately preceding
the Petition Date.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MIDWAY GAMES: Judge Gross Tells Ill. Labor Dept. to Stop
--------------------------------------------------------
WestLaw reports that Chapter 11 debtors stated a valid claim to
apply the automatic stay to bar further investigation by the
Illinois Department of Labor and the commencement of a lawsuit by
IDOL and the debtors' former employees with respect to claims that
the debtors' officers unlawfully withheld paid time off wages owed
to former employees pursuant to the Illinois Wage Payment and
Collection Act.  The debtors were the real target of the claims
under the Act, and the absence of insurance coverage meant that
the debtors would be forced to shoulder indemnity obligations to
the officers, thereby affecting the debtors' remaining assets from
court-approved sales.  In addition, the debtors would endure the
costs of statutory penalties associated with the Act if a judgment
was entered against the officers, and the debtors' proposed
payment of most former employees' claims made the investigation
and proposed litigation unnecessary.  In re Midway Games, Inc., --
- B.R. ----, 2010 WL 1255913 (Bankr. D. Del.) (Gross, J.).

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 was roughly $49 million,
including the assumption of certain liabilities.  Midway is
disposing of its remaining assets.

At June 30, 2009, the Debtors reported $1.39 billion in assets
and $1.59 billion in liabilities.  The Debtors' project that
unsecured creditors will recover between 16.5% and 25% on
account of their prepetition claims under the company's
Chapter 11 plan of liquidation.


MILL RACE: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mill Race Village Ltd., a New Jersey Limited Partnership
        200 Riverfront Boulevard
        Elmwood Park, NJ 07407

Bankruptcy Case No.: 10-21603

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: James N. Lawlor, Esq.
                  Wollmuth,Maher & Deutsch LLP
                  One Gateway Center, 9th Floor
                  Newark, NJ 07102
                  Tel: (973) 733-9200
                  E-mail: jlawlor@wmd-law.com

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

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

According to the schedules, the Company says that assets total $
while debts total $

A copy of the Company's list of 7 largest unsecured creditors
filed together with the petition is available for free at:

             http://bankrupt.com/misc/njb10-21603.pdf

The petition was signed by Bernard Langan, President of River
Drive Development Corp., General Partner.


MMM HOLDINGS: Moody's Affirms Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service has affirmed and withdrawn the B2 senior
secured debt ratings of MMM Holdings, Inc. and of Preferred Health
Management Corporation, as well as the B2 corporate family rating,
following the repayment of the outstanding balances under their
bank credit facility.  Moody's also affirmed and withdrew the
insurance financial strength ratings of the insurance subsidiaries
MMM Healthcare, Inc., and PrimeCare Medical Network, Inc., for
business reasons.

Moody's most recent rating action on MMM Holdings and its
subsidiaries was on June 26, 2009, when its ratings were upgraded
one notch.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


MOLECUALR INSIGHTS: Gets 30-Day Extension of Waiver Agreement
-------------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc., has received a 30-day
extension of its waiver agreement with its Bond holders, allowing
restructuring discussions to continue.

On March 15, 2010, Molecular Insight executed a waiver agreement
with holders of the Company's outstanding Senior Secured Bonds and
the Bond Indenture trustee and announced ongoing discussions with
the holders of its Bonds concerning a restructuring of its
outstanding debt.  Under the terms of the waiver agreement, the
Bond holders and Bond Indenture trustee agreed to waive a default
arising from the inclusion of a going concern paragraph in the
independent auditor's report on the Company's financial statements
for the year ended December 31, 2009, and other technical defaults
under the Bond Indenture until 12:01 AM Eastern Standard Time on
April 16, 2010.  The term of the waiver is now extended until
12:01 a.m. Eastern Standard Time on May 18, 2010.

The waiver continues to be subject to a number of terms and
conditions relating to the provision of certain information to the
Bond holders, among other conditions and matters.  In the event
that the waiver expires or terminates prior to the successful
conclusion of the Company's negotiations with its Bond holders
regarding the restructuring of its outstanding debt, then the
Company will be in default of its obligations under the Indenture
and the Bond holders may choose to accelerate the debt obligations
under the Indenture and demand immediate repayment in full and
seek to foreclose on the collateral supporting such obligations.
If the Company's debt obligations are accelerated or are not
restructured on acceptable terms, it is likely the Company will be
unable to repay such obligations and may seek protection under the
U.S. Bankruptcy Code or similar relief.

"We are pleased to receive this waiver extension and by the
constructive tenor of our discussions so far with our Bond holders
regarding a restructuring of our debt," said Daniel L. Peters,
President and CEO, of Molecular Insight.  "Although we are
encouraged by our Bond holder interactions so far, there can be no
guarantees that our discussions will be successfully concluded.
We continue to remain optimistic regarding the possibility of
reaching an agreement with our Bond holders that would avoid an
acceleration of our debt obligations under the Bond Indenture and
better position us for future growth through a restructuring of
these obligations."

                  About Molecular Insight

Molecular Insight Pharmaceuticals -- www.molecularinsight.com --
is a clinical-stage biopharmaceutical company and pioneer in
molecular medicine.  The Company is focused on the discovery and
development of targeted therapeutic and imaging
radiopharmaceuticals for use in oncology.  Molecular Insight has
five clinical-stage candidates in development.


MOODY NATIONAL: Default Interest Owed Despite Reinstatement
-----------------------------------------------------------
WestLaw reports that the Bankruptcy Code provision dealing with
the impairment of claims or interests under a Chapter 11 plan, 11
U.S.C. Sec. 1124, is definitional in nature and did not grant the
debtor the substantive right, by reinstating the original maturity
date of an obligation which had been accelerated based on its
prepetition default, to truncate the creditor's contractual and
state law rights to collect default interest as part of the "cure"
amount to which it was entitled.  A bankruptcy judge in Texas
declined to follow a contrary Ninth Circuit case.  In re Moody
Nat. SHS Houston H, LLC, --- B.R. ----, 2010 WL 1186281 (Bankr.
S.D. Tex.) (Isgur, J.).

Houston, Tex., Marriott Hotel owner Moody National SHS Houston H,
LLC, sought chapter 11 protection (Bankr. S.D. Tex. Case No. 10-
30172) in the wake of Hurricane Ike, and acceleration of a
$14.4 million mortgage note by RLJ III-Finance Houston, LLC.  The
Debtor is represented by Henry J. Kaim, Esq., at King & Spalding
LLP in Houston, Tex.


MOVIE GALLERY: Committee Can Hire Kelley Drye as Conflicts Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
permitted the Official Committee of Unsecured Creditors in Movie
Gallery Inc.'s Chapter 11 cases to retain Kelly Drye & Warren LLP
as its special conflicts counsel, nunc pro tunc to March 1, 2010.

As previously reported by the Troubled Company Reporter, the
Creditors' Committee expects Kelley Drye to:

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

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

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

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

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

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

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

Kelly Drye's hourly rates are:

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

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

                      About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


MOVIE GALLERY: Court Permits Panel to Hire Hunton as Local Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
authorized the Official Committee of Unsecured Creditors in Movie
Gallery Inc.'s Chapter 11 cases to retain Hunton & Williams LLP,
in Richmond, Virginia, as its local counsel effective as of
February 11, 2010.

As previously reported by the Troubled Company Reporter, the
Creditors Committee anticipates Hunton to assist, advise and
represent the Creditors Committee in:

(a) its consultations with the Debtors regarding the
     administration of the Chapter 11 cases;

(b) its analysis of the Debtors' assets and liabilities,
     the investigation of the extent and validity of liens and
     participate in and reviewing any proposed asset sales, any
     asset dispositions, financing arrangements and cash
     collateral stipulations in connection with the
     proceedings;

(c) any manner relevant to the review and determination of
     the Debtors' rights and obligations under the leases and
     other executory contracts;

(d) the investigation of the acts, conduct, assets, liabilities
     and financial condition of the Debtors, the Debtors'
     operations and the desirability of the continuance of any
     portion of those operations, and any other matters
     relevant to these cases or to the formation of a plan;

(e) its participation in the negotiation, formulation and
     drafting of a plan of liquidation or reorganization;

(f) issues concerning the appointment of a trustee or
     examiner under Section 1104;

(g) understanding its powers and its duties under the
     Bankruptcy Code and the Bankruptcy Rules and in performing
     other services as are in the interests of those
     represented by the Committee; and

(h) the evaluation of claims and on any litigation matters,
     including avoidance actions.

Hunton's hourly rates are:

   Professional                         Hourly Rate
   ------------                         -----------
   Partners                             $475 to 735
   Counsel                              $260 to 575
   Paralegal                            $135 to 250

Tyler P. Brown, Esq., a partner at Hunton, assured the Court that
his firm has no connection with the Creditors Committee, the
Debtors, their creditors, the U.S. Trustee or any other entity
having actual or potential interest the Debtors' Chapter 11
cases.  Furthermore, Hunton does not represent and will not
represent, during the pendency of its representation of the
Creditors' Committee, any other entity having an adverse interest
in connection of the Chapter 11 cases, he states.

                      About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


MOVIE GALLERY: Creditors' Committee Can Hire Pachulski as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc.'s Chapter 11 cases has obtained the authority of the U.S.
Bankruptcy Court for the Eastern District of Virginia to retain
Pachulski Stang Ziehl & Jones LLP, in New York, as its lead
counsel, nunc pro tunc to February 10, 2010.

As previously reported by the Troubled Company Reporter, Pachulski
is expected to assist, advise and represent the Creditors
Committee in:

(a) its consultations with the Debtors regarding the
     administration of the Chapter 11 cases;

(b) the analysis of the Debtors' assets and liabilities,
     investigation of the extent and validity of liens and
     participate in and review any proposed asset sales,
     any asset dispositions, financing arrangements and cash
     collateral stipulations or proceedings;

(c) any manner relevant to the review and determination of the
     Debtors' rights and obligations under leases and other
     executory contracts;

(d) the investigation of the acts, conduct, assets, liabilities
     and financial condition of the Debtors, the Debtors'
     operations and the desirability of the continuance of any
     portion of those operations, and any other matters relevant
     to the case or to the formulation of a plan;

(e) its participation in the negotiation, formulation and
     drafting of a plan of liquidation or reorganization;

(f) issues concerning the appointment of a trustee or examiner
     under Section 1104 of the Bankruptcy Code;

(g) understanding its powers and its duties under the
     Bankruptcy Code and the Bankruptcy Rules and in performing
     other services as are in the interests of those represented
     by the Committee; and

(h) the evaluation of claims and on any litigation matters,
     including avoidance actions.

In exchange for its services, Pachulski will be paid based on its
current hourly rates:

   Professional                         Hourly Rate
   ------------                         -----------
   Robert J. Feinstein, Esq.                   $855
   Robert B. Orgel, Esq.                       $825
   John A. Morris, Esq.                        $750
   Beth E. Levine, Esq.                        $550
   Gabrille A. Rohwer, Esq.                    $550
   David A. Abadir, Esq.                       $425
   Thomas J. Brown                             $205

Robert J. Feinstein, Esq., a partner at Pachulski, assured the
Court that his firm does not hold or represent any interest
adverse to the Debtors.  Further. Mr. Feinstein states that
Pachulski is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                      About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


NATHAN REUTER: Owes $2.76 Million to Investor Group, Judge Says
---------------------------------------------------------------
Andrew Denney at Missourian says a federal judge ruled that Nathan
Reuter, founder and chief executive officer of Vertical Group LLC,
owes $2.76 million to a group of investor defrauded five year ago.
Mr. Reuter filed for Chapter 11 bankruptcy in 2007 when a group of
nine investors sued him for losing their money in an investment
scam, relates Mr. Denney.

Mr. Denney, citing papers filed with the court, says investors who
lost money in Mr. Reuter's company are entitled to recoup the
money they invested, plus punitive damages equal to twice the
amount they invested.  Five of the investors will also receive
money for attorneys' fees, he adds.


NEENAH ENTERPRISES: Files Amended Ch. 11 Plan of Reorganization
---------------------------------------------------------------
BankruptcyData.com reports that Neenah Enterprises filed with the
U.S. Bankruptcy Court an Amended Chapter 11 Plan of Reorganization
and related Disclosure Statement.

The Disclosure Statement asserts, "The Plan is based primarily
upon a prepetition compromise and Lock-Up Agreement with certain
Consenting Holders of (i) approximately 55% of the aggreagate
outstanding principal amount of the Secured Notes; and (ii) 100%
of the aggregate outstanding principal amount of the Subordinated
Notes....Pursuant to the Lock-Up Agreement, the Consenting Holders
have agreed...to accept and support the confirmation of a plan of
reorganization that is materially consistent with the Plan Term
Sheet."

                     About Neenah Enterprises

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company. Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. Del. Case No. 10-10360).  Edmon L.
Morton, Esq., and Kenneth J. Enos, Esq., assist the Company in its
restructuring effort.  The Company had $286,611,000 in total
assets against total liabilities of $449,435,000, resulting in
stockholder's deficit of $162,824,000.

The Company's affiliates -- NFC Castings, Inc.; Neenah Foundry
Company; Cast Alloys, Inc.; Neenah Transport, Inc.; Advanced Cast
Products, Inc.; Gregg Industries, Inc.; Mercer Forge Corporation;
Deeter Foundry, Inc.; and Dalton Corporation -- filed separate
Chapter 11 petitions.


NETVERSANT SOLUTIONS: Court Has Jurisdiction Over Sold Asset
------------------------------------------------------------
WestLaw reports that on the date that a Chapter 7 debtor's state
court action was removed, after the debtor had agreed to sell its
assets, including this state court cause of action, to a third-
party purchaser, but before the sale had closed, the bankruptcy
court had subject matter jurisdiction over the removed action, as
required for it to grant the defendant's motion to compel
arbitration.  Moreover, the court was not divested of jurisdiction
prior to its grant of the state court defendant's motion to compel
arbitration due to the fact that, between the time that the
removal notice was filed and the bankruptcy court's grant of the
motion to compel arbitration, the debtor had closed on the sale of
its assets, including this removed cause of action, to a non-
debtor, third-party purchaser.  Subject matter jurisdiction over a
removed state court action is determined as of the date the
removal notice is filed.  In re Netversant Solutions, Inc., ---
B.R. ----, 2010 WL 1233380 (Bankr. D. Del.) (Walsh, J.).

Headquartered in Houston, Texas, NetVersant Solutions, Inc. nka
NVS Liquidating Company Inc. -- http://www.netversant.com/--
provided wireless network infrastructure services.  The company
also provided an array of voice, video and data communication
services.  The company and 21 of its affiliates sought Chapter
11 protection (Bankr. D. Del. Case No. 08-12973) on Nov. 19,
2008, estimating assets and debts between $100 million and
$500 million.  The Debtors sold substantially all of their
assets in early-2009, and the Honorable Peter J. Walsh
converted the Debtors' chapter 11 restructuring to a chapter
7 liquidation on Apr. 30, 2009.


NORTEL NETWORKS: Court to Consider Riedel's $4MM Bonus on May 5
---------------------------------------------------------------
The Bankruptcy Court will hold a hearing on May 5 to consider a
request by Nortel Networks Corp. to pay a $600,000 annual salary
and as much as $4.07 million in bonuses to George Riedel, who will
assume the titles of chief strategy officer and president of the
unsold business units.  Nortel said that Riedel "contributed
materially" to the $2.6 billion already generated from the sale of
businesses.

                       About Nortel Networks

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

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

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

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

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

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

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

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


NPS PHARMACEUTICALS: Annual Stockholders' Meeting on May 19
-----------------------------------------------------------
The Annual Meeting of Stockholders of NPS Pharmaceuticals, Inc.,
will be held May 19, 2010, at 2:00 p.m. (ET) at The Bernards Inn,
located at 27 Mine Brook Road, in Bernardsville, New Jersey, for
the purposes of considering and acting on these matters:

     1. to elect seven members to the Board of Directors, each for
        a term of one year;

     2. to approve the adoption of the NPS Pharmaceuticals, Inc.
        2010 Employee Stock Purchase Plan;

     3. to ratify the appointment of KPMG LLP as independent
        registered public accounting firm for the fiscal year
        ending December 31, 2010; and

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

The Board of Directors has fixed the close of business March 29,
2010, as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

The Company's balance sheet at December 31, 2009, showed
$159.5 million in total assets and $382.3 million in total
liabilities for a $222.7 million stockholders' deficit.

According to the Company, it has not been profitable since its
inception in 1986.  As of December 31, 2009, the company had an
accumulated deficit of approximately $922.7 million.  At present,
revenue from product sales has been in the form of royalty
payments from Amgen on sales of Sensipar, royalty payments from
Nycomed on sales of Preotact, royalty payments from Kyowa Kirin
on sales of REGPARA, milestone revenue from the company's
collaborative agreements with Nycomed, product sales to Nycomed
and beginning in 2009, royalty payments on sales of Nucynta by
Ortho-McNeil.

OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares on behalf
of Eaton Vance Worldwide Health Sciences (2,385,000 shares), Eaton
Vance Emerald Worldwide Health Sciences (39,000 shares), Eaton
Vance Variable Trust (45,000 shares), and Finsbury Worldwide
Pharmaceutical Trust (1,850,000 shares).


NPS PHARMACEUTICALS: To Sell 9 Million Common Shares
----------------------------------------------------
NPS Pharmaceuticals, Inc., on Friday priced an underwritten public
offering of 9,000,000 shares of its common stock at a price to the
public of $5.50 per share.  Net proceeds, after estimated
underwriting discounts and commissions and estimated expenses,
will be approximately $46.2 million.

The offering was increased to 9,000,000 shares of common stock
from the previously announced base offering of 7,500,000 shares of
common stock.  The Company has granted the underwriters a 30-day
option to purchase up to an additional 1,350,000 shares of common
stock to cover overallotments, if any.  The offering is expected
to close on or about April 21, 2010, subject to satisfaction of
customary closing conditions.  Canaccord Adams acted as sole book-
running manager and Needham & Company, LLC acted as co-manager for
the offering.

On April 16, 2010, NPS Pharmaceuticals entered into an
underwriting agreement with Canaccord Adams and Needham.  The
Underwriters have a 30-day option to purchase up to 1.35 million
additional shares to cover over-allotments, if any.

A full-text copy of the Company's prospectus supplement is
available at no charge at http://ResearchArchives.com/t/s?6062

A full-text copy of NPS' presentation related to the offering is
available at no charge at http://ResearchArchives.com/t/s?6063

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

The Company's balance sheet at December 31, 2009, showed
$159.5 million in total assets and $382.3 million in total
liabilities for a $222.7 million stockholders' deficit.

According to the Company, it has not been profitable since its
inception in 1986.  As of December 31, 2009, the company had an
accumulated deficit of approximately $922.7 million.  At present,
revenue from product sales has been in the form of royalty
payments from Amgen on sales of Sensipar, royalty payments from
Nycomed on sales of Preotact, royalty payments from Kyowa Kirin
on sales of REGPARA, milestone revenue from the company's
collaborative agreements with Nycomed, product sales to Nycomed
and beginning in 2009, royalty payments on sales of Nucynta by
Ortho-McNeil.

OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares on behalf
of Eaton Vance Worldwide Health Sciences (2,385,000 shares), Eaton
Vance Emerald Worldwide Health Sciences (39,000 shares), Eaton
Vance Variable Trust (45,000 shares), and Finsbury Worldwide
Pharmaceutical Trust (1,850,000 shares).


N.Y.C. OFF-TRACK: Says Customers' Winnings, Accounts Are Safe
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that New York City Off-
Track Betting Corp. issued a statement on April 16 reassuring
customers that their winnings and account balances are held in a
separate customer account.  Customers will be able to cash in
their winnings and accounts for six weeks, if operations
terminate.  NYC OTB previously said it may shut down unless the
New York State Legislature takes any action that would change the
organization's funding requirements.

NYC OTB said April 19 in its Web site that its Board of Directors
has authorized the corporation to remain open.  "We thank you for
your support during this period and we look forward to an exciting
Triple Crown season and to serving you for many years to come,"
according to the announcement.

                           About NYC OTB

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

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).
Richard Levin, Esq., at Cravath, Swaine & Moore LLP, in New York,
serves as the Debtor's counsel.  The bankruptcy judge in March
2010 ruled that NYC OTC is eligible to reorganize in Chapter 9.

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


OCCUPATIONAL & MEDICAL: Court Acknowledges Chapter 15 Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
recognized Occupational & Medical Innovations Ltd.'s Chapter 15
case as a foreign main proceeding.

Occupational & Medical is an Australia-based developer of safety
products for the health-care industry.

Occupational & Medical Innovations Ltd. filed a Chapter 15
petition in Tyler, Texas (Bankr. E.D. Tex. Case No. 10-60181).
It said assets are less than $10 million while debt exceeds
$100 million.  Chapter 15 allows a non-U.S. debtor to seek a stay
of creditor actions against it in the U.S. while it reorganizes
abroad.

OMI had been embroiled in litigation before the U.S. District
Court, Eastern District of Texas, Tyler Division, involving
alleged patent infringement by OMI of Retractable Technologies,
Inc. patent involving retractable syringes.  A trial was had on
December 14 through 17th, 2009, with a jury verdict in favor of
RTI being rendered on December 18, 2009.

                  OMI's Restructuring Plan

As to the Australian proceedings, on February 19, 2010, OMI's
administrators received a "Proposal for a Deed of Company
Arrangement from AssistMed (Australia) Pty. Ltd."  In it,
AssistMed Pty., Ltd., proposes to take a 51% equity stake in OMI
in exchange for payment of all secured creditors, employee
entitlements, and costs of administration.  Unsecured creditors
will receive either payment or stock in the recapitalized company.
The administrators will schedule a second meeting of creditors to
obtain approvals for the arrangement in the next couple of weeks,
and anticipate that some time in early April the arrangement will
be approved.  The administrators believe that this arrangement
will likely be approved by the creditors.


OCEANAIRE TEXAS: To Sell Asset to Landry's for $23.6 Million
------------------------------------------------------------
Ron Ruggless at Nation's Restaurant News says Oceanaire Inc.
said it will sell its 12-unit Oceanaire Seafood Room to Landry's
Restaurant for $23.6 million.  The sale deal includes $6.6 million
for the restaurant locations and assumption of $17 million in
debt.  A hearing for the Bankruptcy Court's approval of the sale
is set for April 26, 2010.

The Oceanaire Texas Restaurant Company, L.P., dba The Oceanaire
Seafood Room, and five affiliates, including Oceanaire Inc., filed
for Chapter 11 on July 5, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
34262). Mark Joseph Elmore, Esq., and Robert Dew Albergotti, Esq.,
at Haynes and Boone, LLP, represent the Debtor in their Chapter 11
effort.  Oceanaire's petition estimated assets of $1,000,001 to
$10,000,000 against debts of $10,000,001 to $50,000,000 as of the
filing.


OPENSIDED MRI: Files for Chapter 11 Bankruptcy in Richmond
----------------------------------------------------------
Aaron Kremer at Richmond BizScene reports that OpenSided MRI filed
for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in
Richmond after a company that financed the Company's machines
started garnishing money from its bank accounts.

Mr. Kremer notes the Company as no major local creditors but it
owes $2,218 to Keiter Stephen's accounting firm.  Robert Westerman
at Hirschler Fleisher represents the company, he adds.

OpenSided MRI operates 12 MRI clinics locations.


OPUS SOUTH: Court Extends Deadline to Remove Actions to July 16
---------------------------------------------------------------
Opus South Corporation sought and obtained an extension of the
deadline within which they may file notices of removal of claims
and causes of action pursuant to Section 1452 of the Bankruptcy
Code and Rule 9027 of the Federal Rules of Bankruptcy Procedure
through and including July 16, 2010, without prejudice to its
right to seek further extensions.

Victoria Counihan, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, relates that the extension will afford Opus South the
opportunity necessary to make fully informed decisions concerning
removal of each Action and will assure that the Debtors do not
forfeit valuable rights.  She says that the rights of the
Debtors' adversaries will not be prejudiced by an extension
because any party to an Action that is removed may seek to have
it remanded to the state court.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

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


OPUS SOUTH: Court Okays Polsinelli Employment as Conflicts Counsel
------------------------------------------------------------------
Opus South Corp. and its units obtained approval from the
Bankruptcy Court employ Polsinelli Shughart PC as their special
conflicts counsel nunc pro tunc to January 18, 2010.

As previously reported, Anne Marie Solberg, Opus South
Corporation's chief restructuring officer, said Greenberg Traurig
and Landis Rath & Cobb may be unable to represent the Opus South
Debtors with respect to certain claims and causes of action due to
actual or potential conflicts of interest among certain parties.
She further noted that Polsinelli has advised Opus South that it
had previously been involved in the Debtors' Chapter 11 cases in a
separate limited capacity, however, the engagement ended and has
been closed, therefore, Polsinelli poses no adverse interest or
conflict to the contemplated employment.

Polsinelli's services will include providing legal analysis and
advice with respect to the Debtors' efforts to recoup funds and
income for Opus South, which may be adverse to other Debtors and,
if appropriate, file cross-debtor proofs of claim.

The Debtors will pay for Polsinelli's services in accordance with
the firm's customary hourly rates, subject to a $5,000 cap for
services rendered.  Polsinelli's hourly rates range from $250 to
$475 per hour for shareholders, from $175 to $250 per hour for
associates and senior counsel and from $75 to $125 per hour for
paraprofessionals.

The primary Polsinelli attorneys and paralegals expected to
represent the Debtors and their hourly rates are:

    Christopher A. Ward (shareholder)         $400
    Justin K. Edelson (associate)             $250
    Shanti M. Katona (associate)              $250
    Lindsey M. Suprum (paralegal)             $175

Christopher A. Ward, Esq., a shareholder at Polsinelli, assured
the Court that his firm is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

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


OPUS WEST: Seeks Court Approval of RGH Geotechnical Settlement
--------------------------------------------------------------
Debtor Opus West Construction Corporation asks the U.S. Bankruptcy
Court for the Northern District of Texas to approve a compromise
and settlement of claims and controversy with RGH Geotechnical and
Environmental Consultants.

The relationship between OWCC and RGH stems from a certain
"Agreement Between Contractor and Consultant for Geotechnical
Consultants" the parties entered into with respect to a certain
project of OWCC, pursuant to which OWCC owes certain indemnity
obligations to RGH.

Before the Petition Date, STRS Ohio CA Real Estate Investments I
LLC filed claims against OWCC and RGH relating to a property
located at 3680 Kelsey Knolls, in Santa Rosa, California,
commonly known as The Boulders at Fountaingrove.

Subsequently, RGH filed Claim No. 577 on November 9, 2009,
asserting an indemnity claim against OWCC in an unknown amount
related to STRS' claim against OWCC and RGH with respect to The
Boulders project.

Clifton R. Jessup, Esq., at Greenberg Traurig LLP, in Dallas,
Texas, tells the Court that OWCC and RGH desire to avoid the
expense, inconvenience, delay, and uncertainty of litigation by
compromising and settling claims and controversies arising
prepetition under the parties' Contract related to The Boulders
project and raised in the RGH Proof of Claim.  Accordingly, the
parties agree that:

  a. RGH's Claims against OWCC will be withdrawn; and

  b. RGH retains any and all rights to pursue an indemnity claim
     to the extent the claims are directed solely to insurance
     proceeds available under insurance policies providing or
     potentially providing any relevant coverage for OWCC.

                 About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

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


OPUS WEST: Professionals File Final Fee Applications
----------------------------------------------------
Professionals retained in connection with the bankruptcy cases of
Opus West Corporation and its debtor-affiliates filed final
applications for payment of fees and reimbursement of expenses
incurred for these periods:

  Professional                 Fees      Expenses   Period
  ------------             ----------    --------   ------
  Chatham Financial Corp.  $1,062,208     $49,512   Sep. 2009 to
                                                    Jan. 2010

  Greenberg Traurig LLP       891,000      26,962   Jul. 2009 to
                                                    Jan. 2010

  Gardere Wynne Sewell LLP    334,745       3,131   Jul. 2009 to
                                                    Feb. 2010

  Pronske & Patel P.C.         59,236       6,080   Jul. 2009 to
                                                    Mar. 2010

  Franklin Skierski Lovall     17,220          28   Jan. 2010 to
  Hayward LLP                                       Apr. 2010

Greenberg Traurig and Franklin Skierski serve as counsel to the
Opus West Debtors.  Pronske & Patel is the Debtors' conflicts
counsel.  Chatham Financial acts as the Debtors' financial
advisor.  Gardere Wynne is counsel to the Official Committee of
Unsecured Creditors.

In a separate filing, Clifton R. Jessup, Jr., Esq., at Greenberg
Traurig LLP, in Dallas, Texas, certified that no objection has
been asserted as to Chatham Financial's final fee application as
of March 22, 2010.

                         *     *     *

In separate orders, the U.S. Bankruptcy Court for the Northern
District of Texas approved the final fee applications of Greenberg
Traurig and Gardere Wynne.

                 About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

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


OPUS WEST: Parent Asks Court to Dismiss Lawsuit
-----------------------------------------------
As reported by the Troubled Company Reporter on Feb. 10, 2010,
Opus West Corporation filed a complaint against its parent
company, Opus Corporation, and certain "trust parties" composed of
the Opus Foundation, the Gerald Rauenhorst 1982 Irrevocable Trust
F/B/O Grandchildren, the Gerald Rauenhorst 1982 Irrevocable Trust
F/B/O Children, and Keith P. Bednarowski, Luz Campa, and Adler
Trust Company, as trustees.  Under its Complaint, Opus West seeks
equitable relief and damages arising from "a parent company's
systematic manipulation and abuse of the debtor" in order to evade
legitimate contractual obligations and debts.  According to Vickie
L. Driver, Esq., at Pronske & Patel P.C., in Dallas, Texas, during
the three years leading up to the filing of Opus West's bankruptcy
case, Opus Corp. siphoned almost $150,000,000 of Opus West's
earnings, which left Opus West undercapitalized, inadequately
financed, and unable to meet its ordinary obligations as a
separate business unit.

                    Opus Corp. Answers Complaint

Opus Corporation, Opus Foundation, the Gerald Rauenhorst 1982
Irrevocable Trust F/B/O Grandchildren, the Gerald Rauenhorst 1982
Irrevocable Trust F/B/O Children, Keith P. Bednarowski, Luz
Campa, and The Adler Trust Company generally deny all the
allegations of the Opus West Debtors against them.  The
allegations include constructive fraudulent transfer, fraud,
tortuous inference with contract, negligent misrepresentation,
promissory estoppel and conspiracy.

With regard to certain of the allegations, the Opus Corp.
Defendants assert that they don't have sufficient information to
form a belief as to their truth.

Gerald Raunehorst founded Opus Corp in the 1950s.  Opus Corp. is
the parent company of the Opus West Debtors.

In a report by the Wall Street Journal, Dennis Ryan, Esq., of
Faegre & Benson LLP, Opus Corp.'s attorney, confirmed that Opus
West transferred $150 million to the Parent.  The Journal quoted
Mr. Ryan as saying "roughly $120 million of it was distributed to
family trusts, which used bout $80 million of it to pay taxes."

Nevertheless, Mr. Ryan said the transfer process "was done
properly and the company couldn't have anticipated the real-
estate downturn," The Journal disclosed.

Also, in their filings with the Court, the Opus Corp. Defendants
asserted affirmative defenses.  Representing the Defendants,
Donald R. Rector, Esq., at Glast, Phillips & Murray, P.C., in
Dallas, Texas -- donrector@gpm-law.com -- asserts that:

  -- the Opus West Debtors have failed to state a claim on which
     relief can be granted;

  -- the Complaint seeks duplicative relief;

  -- the Defendants received the transfers described in the
     Complaint for value and in good faith;

  -- the claims of the Opus West Debtors are barred by
     principles of law and equity, and the doctrines of waiver
     and estoppel;

  -- any damages the Opus West Debtors purport to have sustained
     were directly caused in whole or in part by the acts or
     omissions of the Debtors themselves or others over whom the
     Defendants exercised no control over and for which acts or
     omissions the Defendants are not liable; and

  -- any recovery by the Debtors for the transfers under the
     Complaint would be subject to setoff or recoupment.

The Opus Corp. Defendants thus ask the U.S. Bankruptcy Court for
the District of Delaware to dismiss the Opus West Debtors'
Complaint with prejudice on the merits.

                 About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

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


ORIENTAL REPUBLIC: DBRS Raises LT Foreign Currency Rating to 'BB'
-----------------------------------------------------------------
DBRS has upgraded the long-term foreign and local currency ratings
of the Oriental Republic of Uruguay to BB from BB (low).  DBRS
assigned a Positive trend on September 21, 2009; the trend on both
ratings is now Stable.

"We believe that Uruguay merits this upgrade given its strong
economic performance during the international financial crisis.
Furthermore, the political commitment to sound macroeconomic
management and a high level of foreign direct investment is
transforming the country's export sector and raising its medium-
term growth prospects," says Michael Heydt, DBRS Senior Financial
Analyst.  "Uruguay's resilience is clear in the strength of the
economy, which grew by 8.5% in 2008 and 2.9% in 2009 - indeed, it
is one of the region's top performers."  Amid improving regional
growth prospects and robust domestic demand, real GDP growth is
expected at 4.2% in 2010.

Greater exchange rate flexibility, high international reserves and
a well-regulated banking system have helped Uruguay weather the
international financial crisis.  The exchange rate facilitated
adjustments in the external accounts, cushioned the impact of the
crisis on the real economy and preserved competitiveness.  Unlike
the crisis in 2002, this downturn saw the banking system remain
well-capitalized, with a stable deposit base and low levels of
non-performing loans.  The labor market also demonstrated
resilience.  By the end of 2009, the unemployment rate in
Montevideo was at its lowest level in nearly three decades while
the labor force participation rate reached a record high, all in
the context of strong real wage growth.

Fiscal discipline and adept liability management have steadily
improved the country's debt profile and reduced external
vulnerabilities.  The Mujica administration, which took office in
March 2010, has expressed its commitment to continue the policies
of the previous administration.  Net public debt declined from
68.3% of GDP in 2003 to 35.2% in 2009.  Liability management
operations have reduced refinancing risk by smoothing the
amortization schedule, and 2010 financing needs are covered,
thanks to pre-financing operations conducted last year.

Foreign direct investment (FDI) and an improving regional outlook
have strengthened medium-term growth prospects.  Predictable
macroeconomic policy, political stability and access to large
neighboring markets have all attracted high levels of FDI.  In
recent years, the largest share of FDI has been directed to the
pulp and paper industry, in addition to manufacturing, agriculture
and tourism.  This has provided a stable source of external
financing, diversified the export base and increased productivity
through spillover and industry innovation effects.

Regional developments are also likely to improve growth prospects.
The growing economic strength of Brazil, Uruguay's largest trading
partner, is fueling investment and increasing demand for Uruguayan
goods and services.  A restructuring of Argentina's debt in
arrears, if successful, could also help stabilize the regional
economy.

In DBRS's view, further improvement in Uruguay's credit profile
will depend on sustained investment-led growth, continued
commitment to fiscal discipline and debt reduction, and measurable
progress in the following areas: 1) further development of the
local sovereign debt market; 2) an energy strategy that increases
domestic production, diversifies supplies and mitigates fiscal
exposure; and 3) salary policies that align real wage growth with
productivity gains.  DBRS believes that meaningful progress in
these areas is achievable, but it will require strong policy
action and a favorable external environment.

DBRS expects to publish a full report on the Oriental Republic of
Uruguay as part of our formal annual review later in the year.


ORLEAN HOMEBUILDERS: EVP & CFO G. Herdler Resigns
-------------------------------------------------
Orleans Homebuilders, Inc., disclosed that Garry P. Herdler, 40,
has resigned from his position with the Company as Executive Vice
President and Chief Financial Officer, and that his last day of
employment will be April 23, 2010.  Mr. Herdler has served in this
position since March 2007.

Mr. Jeffrey P. Orleans, Chairman, Chief Executive Officer and
President of Orleans, stated: "We appreciate Garry's dedication,
creativity and hard work over the last three years.  We also
appreciate his commitment to stay with the Company to complete the
definitive sale agreement announced last week.  We have been
through significant challenges together during this lengthy and
historic housing downturn.  Our team had effectively managed cash
flow, liquidity, and significant reductions in the land portfolio,
specs and cost reductions, as well as creditors and stakeholders
during this period."

Orleans executed a definitive 'stalking horse' asset purchase
agreement on April 13, 2010, with NVR, Inc., for substantially all
of the assets of Orleans, which is not subject to further due
diligence or financing conditions, but is subject to customary
closing conditions and Bankruptcy Court approval.  Bidders
qualified under the Bankruptcy Court-approved bidding procedures
will be invited to an anticipated court auction on June 23, 2010.
Court approval of the auction results is tentatively scheduled for
June 24, 2010, with closing of the sale on approximately June 29,
2010.

With respect to the sale agreement, the Company and its mergers
and acquisitions investment banker, BMO Capital Markets Corp., and
its homebuilding mergers and acquisitions consultant, Lieutenant
Island Partners LLC, are continuing to conduct an on-going auction
process with other potentially interested bidding parties. The
Company's newly-appointed Chief Restructuring Officer, with the
assistance of PMCM, LLC, an affiliate of Phoenix Management
Services, Inc., are coordinating ongoing Company sale efforts.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10684).  Cahill Gordon &
Reindell LLP is the Debtor's bankruptcy and restructuring counsel.
Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, are the Debtor's Delaware and
restructuring counsel.  Blank Rome LLP is the Debtor's special
corporate counsel.  Garden City Group Inc. is the Debtor's claims
and notice agent.  The Company estimated assets and debts at
$100,000,001 to $500,000,000.


OSYKA CORP: Co-Movant's Silence in Court Becomes Binding
--------------------------------------------------------
WestLaw reports that a co-movant on a motion for approval of a
compromise which would have put the co-movant in a position to
purchase substantially all of the Chapter 11 debtors' assets had a
duty, on a representation by the debtor's counsel in open court
that the sale of assets would be subject to a third party's
overriding royalty interest, to object if it disagreed with this
characterization of the proposed sale.  Thus, its silence in the
face of the representation could give rise to application of
judicial estoppel against it, just as if the co-movant had itself
made this representation.  In re Osyka Corp., --- B.R. ----, 2010
WL 1050301 (Bankr. S.D. Tex.).

Headquartered in Houston, Texas, Osyka Corporation --
http://www.osyka.com/-- is an oil and gas company.  The company
sought Chapter 11 protection (Bankr. S.D. Tex. Case No.08-31467)
on March 3, 2008.  H. Rey Stroube, III, Esq., represented the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors was appointed in the case.

As reported in the Troubled Company Reporter on June 18, 2008,
the Debtors' Schedules of Assets and Liabilities showed
assets of $109,754,313 and total debts of $83,792,755 as of
the Petition Date.  The Hon. Marvin Isgur confirmed a joint
Chapter 11 plan of reorganization filed by Osyka Corporation
and Osyka Permian LLC on June 20, 2008, after Legado Resources
LLC purchased all of the Debtors' assets for $77,000,000.


PACIFIC ETHANOL: Files Amended Reorganization Plan
--------------------------------------------------
Pacific Ethanol, Inc., disclosed that on April 16, 2010, its
wholly-owned subsidiary, Pacific Ethanol Holding Co. LLC, together
with PEH's four wholly-owned ethanol production facilities, filed
an Amended Plan of Reorganization and related draft Disclosure
Statement with the U.S. Bankruptcy Court in Delaware in continued
cooperation with its lenders.

As previously announced, under the original Plan of
Reorganization, filed on March 26, 2010, the ownership of the
Plant Subsidiaries will be transferred to a newly formed holding
company.  The Amended Plan now includes terms under which the
lenders may grant the Company an option to purchase up to 25% of
the total ownership interests in New PEH for up to $30 million in
cash.  The option would be exercisable until 90 days following the
Court's confirmation of the Amended Plan. The Company still
expects PEH and the Plant Subsidiaries to emerge from bankruptcy
near the end of the second quarter of this year.

Under the Amended Plan, the New PEH term debt will be reduced by
$67 million to $50 million.  In addition to the term debt, the
Amended Plan continues to provide working capital of up to
$15 million, which may be increased up to $35 million as provided
in the Original Plan.

Neil Koehler, Pacific Ethanol's CEO and President, said, "We
believe the Amended Plan is a significant improvement over the
original one.  Under this plan the Plant Subsidiaries would emerge
with an even lower level of debt while providing sufficient
liquidity to support existing operations and resume production at
the Madera and Stockton, California facilities.  The opportunity
to continue as an owner of the production facilities supports our
strategy of being the leading producer and marketer of low carbon
renewable fuels in the Western United States as the market for our
products and services continues to expand."

The Company and its subsidiaries, other than PEH and the Plant
Subsidiaries, have not filed for protection under the U.S.
Bankruptcy Code.  As a result, their ownership structure,
particularly as it relates to ownership of the Company by its
common and preferred stockholders, will not change under the terms
of the Amended Plan.  Upon confirmation of the Amended Plan, the
Company's balance sheet will reflect the disposition of the Plant
Subsidiaries' assets and cancellation of their related secured
debt of approximately $293.5 million.

Under the terms of the Amended Plan, the Company will continue to
staff, manage and operate the four ethanol production facilities
held by the Plant Subsidiaries for a negotiated fee and profit-
sharing arrangement.  In addition, the Company, through its other
subsidiaries not in bankruptcy, will continue marketing ethanol
for third parties as well as the ethanol and related feed products
produced by the four facilities.

Details of the Amended Plan and Disclosure Statement are set forth
in a Current Report on Form 8-K filed with the Securities and
Exchange Commission today.

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PACIFIC STATE BANCORP: Perry-Smith LLP Raises Going Concern Doubt
-----------------------------------------------------------------
Pacific State Bancorp filed on April 16, 2010, its annual report
on Form 10-K for the year ended December 31, 2009.

Perry-Smith LLP, in San Francisco, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company and its subsidiary
Pacific State Bank have agreed with their primary banking
regulators to restrictions on certain operations and submission of
a capital plan, among other things.  The capital plans for the
Company have not yet been accepted by their primary banking
regulators.  Failure to increase capital and a related decline on
their capital ratios could expose the Company and the Bank to
additional restrictions and regulatory actions, including being
placed into a FDIC-administered receivership or conversatorship.

The Company reported a net loss of $23.0 million on $12.3 million
of net interest income (before provision for loan losses) for
2009, compared with a net loss of $5.2 million on $15.0 million of
net interest income (before provision for loan losses) for 2008.

The Company's balance sheet as of December 31, 2009, showed
$369.8 million in assets, $364.1 million of liabilities, and
$5.7 million of stockholders' equity.  At December 31, 2009, the
Company had net loans receivable of $245.8 million ($301.9 million
at December 31, 2008) and deposit liabilities of $322.4 million
($341 million at December 31, 2008).

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

               http://researcharchives.com/t/s?6046

A full-text copy of the 2009 annual report to shareholders is
available at no charge at http://researcharchives.com/t/s?6045

Stockton, Calif.-based Pacific State Bancorp (NASDAQ CM: PSBC) is
a holding company with one bank subsidiary, Pacific State Bank,
and two unconsolidated subsidiary grantor trusts, Pacific State
Statutory Trusts II and III.  Pacific State Bank is a California
state chartered bank formed November 2, 1987.  Pacific State
Statutory Trusts II and III are unconsolidated, wholly owned
statutory business trusts formed in March 2004 and June 2007,
respectively for the exclusive purpose of issuing trust preferred
securities.

Pacific State Bank conducts a general commercial banking business,
primarily in the five county regions that comprises Alameda,
Calaveras, San Joaquin, Stanislaus and Tuolumne counties.


PALM INC: Adopts Key Employee Retention Program
-----------------------------------------------
Palm Inc. is implementing a retention program for certain key
employees, including executive officers.  The program includes
equity awards and cash bonuses to be earned over a two-year period
provided that the individuals remain as employees of the Company.

As part of the program, Jeffrey P. Devine, Palm's Senior Vice
President of Global Operations, and Douglas C. Jeffries, Palm's
Senior Vice President and Chief Financial Officer, each received a
grant of restricted stock units pursuant to Palm's 2009 Stock Plan
and a cash bonus of $250,000.

According to Roger Cheng at Dow Jones Newswires, Michael Bell,
head of product development; Kathleen Mitic, head of product
marketing; and Jeffrey Zwerner and David Zwerner, who work with
brand design, are eligible under the program.

                       About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

At February 28, 2010, Palm had total assets of $1,007,237,000
against total current liabilities of $601,133,000; long-term debt
of $387,000,000; non-current deferred revenues of $19,001,000;
non-current tax liabilities of $6,286,000; Series B redeemable
convertible preferred stock of $272,961,000; and Series C
redeemable convertible preferred stock of $18,782,000; resulting
in stockholders' deficit of $297,926,000.  At May 31, 2009,
stockholders' deficit was $406,568,000.

                         *     *     *

As reported by the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and other ratings on Palm Inc. and revised the
ratings outlook to negative from positive.  "The action reflects
the company's announcement that revenues in the February 2010
quarter and fiscal year ending May 2010 will be well below earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.


PALM INC: Devices No Longer Sold at RadioShack
----------------------------------------------
Roger Cheng at Dow Jones Newswires reports that RadioShack Corp.,
a big seller of cellphones, is discontinuing sales of Palm Inc.'s
newest phones.  The report says Palm devices were removed from
RadioShack's Web site and employees at six RadioShack stores
contacted Monday said they were no longer carrying Palm's Pre and
Pixi.

According to Dow Jones, a RadioShack spokesman declined to
comment, but a spokesman for Sprint Nextel Corp., which is one of
RadioShack's wireless partners, confirmed that the retail chain
would phase out the Palm products for two newer Sprint phones.  A
Palm spokeswoman declined to comment, the report says.

According to Mr. Cheng, C.L. King analyst Lawrence Harris said,
"While the apparent decision to place Palm up for sale and the
reported interest by several parties has captured the attention of
investors, we note that the company's fundamental outlook remains
highly challenging".  Dow Jones says Mr. Harris had noted that
RadioShack stores in the New York area no longer carried Palm
products.

                       About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

At February 28, 2010, Palm had total assets of $1,007,237,000
against total current liabilities of $601,133,000; long-term debt
of $387,000,000; non-current deferred revenues of $19,001,000;
non-current tax liabilities of $6,286,000; Series B redeemable
convertible preferred stock of $272,961,000; and Series C
redeemable convertible preferred stock of $18,782,000; resulting
in stockholders' deficit of $297,926,000.  At May 31, 2009,
stockholders' deficit was $406,568,000.

                         *     *     *

As reported by the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and other ratings on Palm Inc. and revised the
ratings outlook to negative from positive.  "The action reflects
the company's announcement that revenues in the February 2010
quarter and fiscal year ending May 2010 will be well below earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.


PALM INC: SVP for Software and Services Steps Down
--------------------------------------------------
Palm, Inc., said on April 12, 2010, Michael R. Abbott, its Senior
Vice President of Software and Services, submitted his resignation
from the Company.  His employment with the Company is expected to
terminate effective April 23, 2010.

According to Roger Cheng at Dow Jones Newswires, Maynard Um, an
analyst at UBS, said Mr. Abbott's departure suggested any
prospective deal was still far off.  "We believe any potential
acquirer would likely want -- and need- -- the WebOS development
team," Mr. Um said.

As reported by the Troubled Company Reporter, Palm has tapped
Goldman Sachs Group Inc. and Frank Quattrone's Qatalyst Partners
to find a buyer.  The TCR, citing Serena Saitto and Ari Levy at
Bloomberg News, said people familiar with the situation indicated
that Taiwan's HTC Corp. and China's Lenovo Group Ltd. have looked
at Palm and may make offers.  According to Bloomberg, the sources
declined to be identified because a sale hasn't been announced.
Bloomberg said two of the people familiar with the matter have
indicated that Dell Inc. looked at Palm, though it decided against
an offer.  Bloomberg said Jess Blackburn, a spokesman for Dell,
didn't respond to a call for comment.

Elevation Partners LP owns about 30% of Palm.

                       About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

At February 28, 2010, Palm had total assets of $1,007,237,000
against total current liabilities of $601,133,000; long-term debt
of $387,000,000; non-current deferred revenues of $19,001,000;
non-current tax liabilities of $6,286,000; Series B redeemable
convertible preferred stock of $272,961,000; and Series C
redeemable convertible preferred stock of $18,782,000; resulting
in stockholders' deficit of $297,926,000.  At May 31, 2009,
stockholders' deficit was $406,568,000.

                         *     *     *

As reported by the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and other ratings on Palm Inc. and revised the
ratings outlook to negative from positive.  "The action reflects
the company's announcement that revenues in the February 2010
quarter and fiscal year ending May 2010 will be well below earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.


PAN OCEANIC: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pan Oceanic Maritime, Inc.
        One Meadowlands Plaza, Suite 800
        East Rutherford, NJ 07073

Bankruptcy Case No.: 10-21607

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Mark Y. Moon, Esq.
                    E-mail: mmoon@trenklawfirm.com
                  Richard D. Trenk, Esq.
                    E-mail: rtrenk@trenklawfirm.com
                  Trenk, DiPasquale, Webster, et al.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600

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

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

A copy of the Company's list of 15 largest unsecured creditors
filed together with the petition is available for free at:

             http://bankrupt.com/misc/njb10-21607.pdf

The petition was signed by Lianjun Ma, president.


PARK-OHIO INDUSTRIES: Moody's Confirms 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings for Park-Ohio
Industries Incorporated, including the B3 Corporate Family Rating.
This action concludes the review for downgrade initiated on
December 9, 2009.  The rating outlook is stable.

The confirmation of the B3 CFR reflects the successful amendment
to the company's highly utilized asset-based revolving credit
facility which extended the maturity to December 2013 from
December 2010.  The action also considers Moody's expectation that
Park-Ohio should benefit from stable-to-improving conditions in
most end markets and from an improved cost structure.  In 3Q09 and
4Q09, Park-Ohio posted sequential revenue growth for the first
time in four quarters and generated EBITDA that on a run-rate
basis would be sufficient to cover its fixed charges.  The CFR
continues to reflect the company's size, relatively high leverage,
and exposure to cyclical end markets.  A relatively diversified
business line and customer base (the auto industry is the largest
end market accounting for 20% of revenue), a broad product
portfolio, and an adequate liquidity profile support the rating.

The stable rating outlook reflects Moody's expectation that an
improved operating environment should translate into stronger
credit metrics over the next twelve to eighteen months with
adjusted debt-to-EBITDA leverage likely in the mid-to-upper single
digit range.  Although performance in the company's longer lead
time manufactured products segment remains uncertain, Moody's
expects Park-Ohio to generate breakeven to positive free cash flow
and maintain an adequate overall liquidity to support its
operations-including orderly access to revolving credit.  Bond
interest payments and required term loan amortization are fairly
aggressive relative to expected free cash flow generation in
Moody's opinion, but the risk is tempered by approximately
$20 million of unrestricted cash at December 31, 2009.  The
outlook also considers Moody's expectation for any cash
consumption related to working capital purposes in a stronger-
than-expected economic recovery scenario to be neutral to the
company's overall liquidity position due to an expanding borrowing
base under the asset-based revolving credit facility.

Due to a change in capital structure which reduced the revolving
credit facility, the rating of the senior subordinated notes was
revised to Caa1 from Caa2.

Ratings affected by the actions include:

* Corporate Family Rating confirmed at B3

* Probability of Default Rating confirmed at B3

* $183 million senior subordinated notes due 2014 upgraded to Caa1
  from Caa2 (point estimate changed to LGD 5; 77% from LGD 5; 80%)

* Outlook stable

The last rating action was on December 9, 2009, when the ratings
were placed under review for possible downgrade.

Park-Ohio Industries, Inc., headquartered in Cleveland, Ohio, is
an industrial supply chain logistics and diversified manufacturing
business operating in three segments: Supplier Technologies,
Aluminum Products, and Manufactured Products.  Park-Ohio's
revenues approximate $700 million.


PAYMENT DATA: Recurring Losses Prompt Going Concern Doubt
---------------------------------------------------------
Payment Data Systems, Inc., filed on April 15, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

Akin, Doherty, Klein & Feuge, P.C., in San Antonio, Tex.,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred substantial losses since inception, which
has led to a deficit in working capital.

The Company reported a net loss of $803,526 on $3,218,674 of
revenue for 2009, compared with a net loss of $944,617 on
$3,001,487 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$1,162,869 in assets and $2,047,375 of debts, for a stockholders'
deficit of $884,506.

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

               http://researcharchives.com/t/s?6058

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including all types of Automated Clearinghouse
processing and credit and debit card-based processing services.


PERRY COUNTY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Perry County Associates, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Alabama its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $10,793
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                             $0          $10,793

Atlanta, Georgia-based Perry County Associates, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. S.D.
Ala. Case No. 10-00277).  Jeffery J. Hartley, Esq., at Helmsing,
Leach, Herlon, Newman & Rouse, assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

The Company's affiliate -- Perry Uniontown Ventures I, LLC --
filing a separate Chapter 11 bankruptcy petition.


PERSONALITY HOTELS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Personality Hotels III, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of California its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $23,000,000
  B. Personal Property            $1,080,335*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $48,954,975
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $353,965
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,479,773
                                 -----------      -----------
        TOTAL                    $24,080,335      $53,788,713

* actual amount not known

San Francisco, California-based Personality Hotels III, LLC, owns
Hotel Frank and Vertigo Hotel in San Francisco.  The Company filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr.
N.D. Calif. Case No. 10-30804).  Edward C. Singer, Esq., at Lemi
Group Legal Department, assists 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.


PERSONALITY HOTELS: U.S. Trustee Forms 5-Member Creditors Panel
---------------------------------------------------------------
Sara L. Kistler, Acting U.S. Trustee for Region 17, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 case of Personality Hotels III, LLC.

The Creditors Committee members are:

1. San Francisco Culinary Bartenders and Service Employees
   Pension, Welfare Education and Legal Fund
   Attn: Kim Wirshing, UNITE HERE Local 2
   209 Golden Gate Avenue
   San Francisco, CA 94102
   E-mail: kimwirsh@aol.com

   Counsel Representing above Creditor:
   Shawn C. Groff, Esq.
   Leonard Carder, LLP
   1330 Broadway, Suite 1450
   Oakland, CA 94612
   Tel: (510) 272-0169
   Fax: (510) 272-0174
   E-mail: sgroff@leonardcarder.com

2. Decor Fabrics, Inc.
   Attn: Babak Saraf
   6505 McKinley Ave.
   Los Angeles, CA 90001
   Tel: (213) 422-3500
   Fax: (323) 752-2169
   E-mail: decorint@sbcglobal.net

3. Schoos Design, Inc.
   Attn: Michael Berman
   8424 Santa Monica Blvd. #851
   West Hollywood, CA 90069
   Tel: (323) 822-2800
   Fax: (323) 822-2808
   E-mail: michael@schoos.com

4. Thomas Construction Resources, LLC
   Attn: Joseph T. Messina
   2200 Pacific Avenue, Suite 10A
   San Francisco, CA 94115
   Tel: (415) 563-6577
   Fax: (415) 563-6795
   E-mail: jtmessina@tcrworld.com

5. Peter Petruzzi
   1165 Francisco Street, No. 7
   San Francisco, CA 94109
   Tel: (415) 674-8039
   E-mail: architectpeter@sbcglobal.net

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.

San Francisco, California-based Personality Hotels III, LLC, owns
Hotel Frank and Vertigo Hotel in San Francisco.  The Company filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr.
N.D. Calif. Case No. 10-30804).  Edward C. Singer, Esq., at Lemi
Group Legal Department, assists 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.


POINT BLANK: Has $14.7 Million Interim Financing
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Point Blank Solutions
Inc. was given interim authority by the bankruptcy judge on April
16 to borrow $14.7 million from a promised $20 million loan.  The
final financing hearing will be held May 12.

Point Blank Solutions, Inc. --
http://www.pointblanksolutionsinc.com/-- designs and produces
body armor systems for the U.S. Military, Government and law
enforcement agencies, as well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, FL and Jacksboro, TN.

Point Blank Solutions filed for Chapter 11 on April 14, 2010
(Bankr. D. Del. Case No. 10-11255).


QIMONDA N.A.: Wants Until August 20 to File Chapter 11 Plan
-----------------------------------------------------------
Qimonda Richmond, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware, to extend, for the fourth time, its
exclusive periods to file and solicit acceptances for the proposed
Chapter 11 Plan until August 20, 2010, and October 20, 2010,
respectively.

Absent the extension, the Debtors' exclusive Plan filing and
solicitation periods will expire, today, April 20, and June 29.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than US$1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


QUALITY CANDY: Wants Court's Approval to Sell All Assets
--------------------------------------------------------
Doris Hajewski of the Journal Sentinel Quality Candy/Buddy
Squirrel of Wisconsin Inc. is asking the U.S. Bankruptcy Court in
Milwaukee for authority to sell all assets in an auction in May.

The Company proposes a minimum bid of $2.5 million, excluding the
retail leases.  Bidders would be required to purchase all assets,
including real estate, machinery and equipment, but can choose
which retail leases at area malls to take, she notes.  A hearing
is set for May 6, 2010, to consider approval of the Company's sale
procedure.

Quality Candy Shoppes/Buddy Squirrel of Wisconsin Inc owns Quality
Candy Shoppes and Buddy Squirrel that owns and operates stores in
the Milwaukee area, Racine and Madison.  The Company sought
protection under Chapter 11 in the U.S. Bankruptcy Court in
Milwaukee, listing both assets and debts of between $1 million and
$10 million.


RESERVE CAPITAL: N.D.N.Y. Upholds Sanctions Against Debtor
----------------------------------------------------------
WestLaw reports that arguments that a Chapter 11 trustee's efforts
to sell the property at which one of the debtors in jointly
administered cases resided were in contempt of a plan confirmation
order entered before the trustee's appointment or in contempt of a
subsequent compromised plan lacked a basis.  Therefore, the
imposition of sanctions against the debtor and his attorney, based
upon their submission of a motion to hold the trustee in contempt
in connection with his efforts to sell the property, was not an
abuse of discretion.  Hawkins v. Levine, --- B.R. ----, 2010 WL
1223195 (N.D.N.Y.) (Kahn, J.).  This ruling upheld an order
entered by the Honorable Stephen D. Gerling in the U.S. Bankruptcy
Court reported at 416 B.R. 18.

Reserve Capital Corporation, Hawkins Development LLC, James W. &
Lori Jo Hawkins, Hawkins Family, LLC, Hawkins Manufactured
Housing, Inc., Forest View, LLC, Wooded Estates, LLC, and Tioga
Park, LLC, sought chapter 11 protection (Bankr. N.D.N.Y. Case Nos.
03-60071, 03-60072, 03-60073, 03-60074, 03-60075, 03-60076, 03-
60077, 03-60078) on Jan. 7, 2003.  Reserve Capital Corporation is
a corporation that was engaged in the business of construction and
installment contract financing of mobile homes.  Hawkins
Development, LLC, was engaged in real estate development.  Hawkins
Family, LLC, acted as a real estate holding company.  Hawkins
Manufactured Housing, Inc., was engaged in the selling and
financing of mobile homes.  Wooded Estates, LLC, and Forest View,
Inc., owned and operated mobile home communities.  Tioga Park,
LLC, owned a horse racing track.  Paul A. Levine serves as the
Chapter 11 Trustee.  In March 2004, the Debtors, their post-
petition lender, Southern Tier Acquisitions, LLC, and creditor
Asolare II, LLC, reached an agreement whereby these plan
proponents would present a joint plan of reorganization for Tioga
Park, and separately, liquidating plans for the remaining Debtors.
In June 2004, the Bankruptcy Court confirmed Tiago Park's chapter
11 plan.


RESIDENTIAL HEATING: Files for Bankruptcy Under Chapter 7
---------------------------------------------------------
Ben Sutherly, staff writer at Dayton Daily News, reports that
Residential Heating & Air Conditioning Inc. filed for bankruptcy
under Chapter 7 in the U.S. Bankruptcy Court in Dayton, Ohio,
listing assets of $3,390, and and liabilities of $633,743.

The Company is facing numerous civil and small claims cases in
Montgomery and Clark common pleas courts and in Dayton Municipal
Court.

Residential Heating & Air Conditioning Inc. is a heating and
cooling contractor.


RICHARD FUSCONE: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Richard Fuscone has filed with the U.S. Bankruptcy Court for the
Southern District of New York a list of its 20 largest unsecured
creditors, disclosing:

   Entity                                     Claim Amount
   ------                                     ------------

Wilmington Trust
Rodney Square North
110 North Market Street
Wilimington, DE 19890-0001                      $124,924

Roberto Ciapellini
c/o Manfredi Jewelers
121 Greenwich, CT 06830                         $100,000

Ceci Brothers, Inc.
740 North Street
Greenwich, CT 06831-3007                         $50,000

Tawn Miller Property Mgmt                        $45,000

Edwards Angell Palmer                            $40,000

Chase National Legal Processing                  $30,108

Total Personal Services                          $23,191

Morgan Lewis & Bockius                           $22,466

ENCON                                            $20,000

Finch Pharmacy                                   $20,000

EPI System Integratons, Inc.                     $18,000

Merril Lynch & Co., Inc.                         $14,889

Consolidated Edison Comp                         $11,000

APS Payroll                                      $10,000

Chase National Payment Service                    $9,736

Volkswagen Credit                                 $8,700

Richards of Greenwich                             $8,500

Mercedez-Benz Financial                           $6,789

Shoreline Pool                                    $6,180

Putnam Plumbing & Heating                         $6,000

Armonk, New York-based Richard Fuscone filed for Chapter 11
bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No.
10-22675).  Lawrence F. Morrison, Esq., at Meister Seelig & Fein,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


RICHARD FUSCONE: Section 341(a) Meeting Scheduled for May 5
-----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Richard
Fuscone's creditors on May 5, 2010, at 1:00 p.m.  The meeting will
be held at the United States Bankruptcy Court, SDNY, 300 Quarropas
Street, Room 243A, White Plains, NY 10601-5008.

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.

Armonk, New York-based Richard Fuscone filed for Chapter 11
bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No.
10-22675).  Lawrence F. Morrison, Esq., at Meister Seelig & Fein,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


RICHARD FUSCONE: Taps Meister Seelig as Bankruptcy Counsel
----------------------------------------------------------
Richard Fuscone has asked for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Meister Seelig & Fein LLP as bankruptcy counsel, nunc pro tunc to
April 6, 2010.

MSF will, among other things:

     a. assist in the amendment of the schedule, and in
        preparation of the disclosure statement and plan of
        reorganization;

     b. negotiate with the Debtor's creditors and take the
        necessary legal steps to confirm and consummate a plan of
        reorganization;

     c. prepare on behalf of the Debtor necessary motions,
        applications, answer, proposed orders, reports and other
        papers to be filed by the Debtor; and

     d. appear before the Court to represent and protect the
        interests of the Debtor and its estate.

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

        Lawrence F. Morrison              $470
        Other Attorneys                 $220-$595
        Paraprofessionals               $175-$250

Lawrence F. Morrison, a partner at MSF, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Armonk, New York-based Richard Fuscone filed for Chapter 11
bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No.
10-22675).  Lawrence F. Morrison, Esq., at Meister Seelig & Fein,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


ROTHSTEIN ROSENFELDT: Court Approves Freeze of $33 Million Assets
-----------------------------------------------------------------
Julie Kay at Daily Business Review reports that a federal judge in
Florida approved the request to freeze $33 million in assets held
by a financial adviser who allegedly played a role in Rothstein's
$1.2 billion Ponzi scheme filed by the Chapter 11 trustee for
Scott W. Rothstein's defunct law firm Rothstein Rosenfeldt Adler
PA.

According to the Troubled Company Reporter on April 12, 2010,
Chapter 11 Trustee Herbert Stettin moved for a preliminary
injunction in the U.S. Bankruptcy Court for the Southern District
of Florida on Tuesday to bar Miami-Dade-based Michael Szafranski
from spending the money.

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.


ROYAL INVEST: Meyler & Company Raises Going Concern Doubt
---------------------------------------------------------
Royal Invest International Corp. filed on April 15, 2010, its
annual report on Form 10-K for the year ended December 31, 2009.

Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss of
$43,970,182 for the year ended December 31, 2009, an accumulated
deficit of $65,111,573 at December 31, 2009, is in default of one
of the mortgages payable and related debt covenants at
December 31, 2009, and there are existing uncertain conditions
which the Company faces relative to its obtaining financing, and
capital in the equity markets.

The Company reported a net loss of $43,970,182 on $11,579,500 of
revenue for 2009, compared with a net loss of $16,319,499 on
$12,851,572 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$97,495,151 in assets and $150,611,563 of debts, for a
stockholders' deficit of $53,116,412.

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

               http://researcharchives.com/t/s?6055

Westport, Conn.-based Royal Invest International Corp. (OTC BB:
RIIC) -- http://www.royalinvestinternational.com/ -- owns,
operates and manages real estate in Europe.  At December 31, 2009,
and 2008, the Company owned 18 properties.  The properties
aggregate roughly 88,077 square meters (roughly 948,053 square
feet), which are comprised of office buildings and business
centers.  The properties are located in Germany and the
Netherlands.


RUMSEY LAND: Wants Plan Filing Deadline Extended Until May 14
-------------------------------------------------------------
Rumsey Land Co., LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to extend its exclusive period to file a
Chapter 11 Plan until May 14, 2010.

The Debtor has already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtor will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
explanatory Disclosure Statement.

The Debtor relates that it needs additional time for full
disclosure in the disclosure statement and to finalize the
purchase agreements.

The Debtor is represented by:

     Aaron A. Garber
     Kutner Miller Brinen, P.C.
     303 E. 17th Avenue, Suite 500
     Denver, CO 80203
     Tel: (303) 832-2400
     Fax: (303) 832-1510
     E-mail: aag@kutnerlaw.com

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case
No. 10-10691).  Aaron A. Garber, Esq., who has an office in
Denver, Colorado, 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.


RVL TEXAS: Plan Proposes to Sell 3 Primary Assets to Pay Claims
---------------------------------------------------------------
RVL Texas Properties, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Texas a Plan of Reorganization.

The Plan provides for the sale of the Debtor's three primary
assets: (i) a 23.67 acre parcel of land fronting Laguna Madre Bay,
Cameron County, Texas; (ii) approximately 73 acres of submerged
land under the Laguna Madre Bay, Cameron County, Texas under a
lease from the General Land Office of the State of Texas; and
(iii) a Permit from the U. S. Army Corps of Engineers allowing the
Debtor to construct a marina with 256 stalls along both sides of
the remaining portion of the Old Queen Isabella Causeway above
Laguna Madre Bay, and 256 condominium units on the Causeway.

Under the Plan, the sale of the project is critical to the Plan.
Debtor reasonably believes that the Project can be sold with a
reasonable period of time, approximately 18 months, after the
effective date of the plan for an amount that will permit the
Debtor to make the Plan Payments.

The Debtor proposes that no holder of an Allowed Class 7 Claim in
an amount in excess of $5,000 will be paid any of its Allowed
Claim until each and every Holder of a Higher Classes of Claims
has been paid in full or each Holder of Higher Classes of Claims
that has not been paid in full has agreed in writing to payments
to Allowed Class 7 Claim Holders.

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

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

The Debtor is represented by:

     Robert H. Holmes
     P.O. Box 130654
     Dallas, TX 75313
     Tel: (214) 748-7172
     Fax: (214) 748-0396

                    About RVL Texas Properties

Addison, Texas-based RVL Texas Properties, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas
Case No. 10-20009).  The Company listed $10,000,001 to $50,000,000
in assets and $1,000,001 to $10,000,000 in liabilities.


RYLAND GROUP: Fitch Assigns 'BB' Rating on $300 Mil. Senior Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Ryland Group, Inc.'s
$300 million 6.625% senior notes due May 1, 2020.  The issue will
be ranked on a pari passu basis with all other senior unsecured
debt.  Proceeds from the debt issuance will be used for the
purchase of up to $300 million aggregate principal of the
company's existing senior notes and for general corporate
purposes.  Ryland recently announced a tender offer to purchase
for cash up to $300 million of its existing senior unsecured notes
due 2012, 2013 and 2015.

The Rating Outlook is Negative.  Fitch's current Issuer Default
Rating and unsecured debt rating for Ryland is 'BB'.

The ratings reflect Ryland's successful execution of its business
model, moderate financial policies and geographic and product line
diversity.  In recent years the company has improved its capital
structure, pursued conservative capitalization policies and has
positioned itself to withstand a meaningful housing downturn.
Ryland's significant ranking (within the top five or top 10) in
most of its markets, its presale operating strategy and a return
on capital focus provide the framework to soften the impact on
margins from declining market conditions.  Acquisitions have not
played a part in Ryland's operating strategy, as management has
preferred to focus on internal growth (expanding its position in
existing markets and occasional greenfield new market entries).

The Negative Outlook reflects the still challenging U.S. housing
environment.  Housing apparently bottomed during 2009, and a so
far anemic recovery has begun.  During the next 12-15 months off
the bottom, the recovery may appear jaw-toothed as substantial
foreclosures now in the pipeline present as distressed sales and
as meaningful new foreclosures arise from Alt-A and option ARM
resets.  High unemployment rates and the tightening of certain
Federal Housing Administration loan standards will be notable
headwinds early in the upcycle.  The continuation and expansion of
the scope of the national housing credit may boost sales in spring
of this year.  And the Federal government's continuing efforts to
modify foreclosures may finally show some success in 2010.

Ryland employs conservative land and construction strategies.  As
of Dec. 31, 2009, 20% of its lots were controlled through options
-- a much lower than typical percentage due to considerable option
abandonments and write-offs of recent years.  Total lots,
including those owned, were approximately 19,902 at Dec. 31, 2009.
This represents a 3.9-year supply of total lots controlled and
3.1-year supply of owned land based on trailing 12 months
deliveries.

Ryland ended the fourth quarter with $285.2 million of
unrestricted cash and $457.9 million of marketable securities.
The company terminated its revolving credit facility during the
second quarter of 2009 and subsequently entered into various
letters of credit agreements that are secured by cash deposits.
At Dec. 31, 2009, letters of credit totaling $71.6 million were
outstanding under these agreements.  Consistent with Fitch's
comment on homebuilders' termination of revolving credit
facilities, in the absence of a revolving credit line, a
consistently higher level of cash and equivalents than was typical
should be maintained on the balance sheet, especially in these
still uncertain times.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity (including the impact of high cancellation
rates on such activity), gross and net new order activity, debt
levels, and free cash flow trends and uses.


RYLAND GROUP: S&P Assigns 'BB-' Rating on $300 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'4' recovery rating to The Ryland Group Inc.'s $300 million 6.625%
senior unsecured note offering due May 2020.  All of Ryland's
direct and indirect wholly owned homebuilding subsidiaries jointly
and severally guarantee the note offering.  The '4' recovery
rating indicates S&P's expectation for an average recovery of
principal (30%-50%) in the event of a payment default.

Ryland's newly issued notes will rank equally with the company's
existing unsecured and unsubordinated debt.  The notes contain a
change-of-control provision, which states that if a control
trigger event occurs, Ryland will be required to make an offer to
repurchase all or any part of the notes at a price equal to 101%
of their principal amount, plus accrued and unpaid interest.
Ryland indicated that it will use proceeds from the offering to
fund the partial tender and/or redemption of existing notes that
are set to mature in 2012, 2013, and 2015.

Ryland's fourth-quarter home closings were up 75% year-over-year
on 34% fewer communities.  Gross and operating margins also
improved (to 19.5% and 8.9%, respectively), and inventory turnover
climbed to 1.5x.  However, S&P believes that a return to
consistent profitability could be challenging this year.  This
belief reflects S&P's expectations for continued competitive
market conditions, as well as the still uncertain impact that the
expiration of current homebuyer tax incentives will have on
demand.  Nonetheless, in S&P's view, an adequate liquidity
position (with cash balances currently exceeding outstanding
debt), as well as manageable intermediate capital needs, continue
to support S&P's current rating and stable outlook on Ryland.


SAN DIEGO, CA: Attorney Says Bankruptcy Speculation "Silly"
-----------------------------------------------------------
Mike Allen at San Diego Business Journal reports that San Diego
City Attorney Jan Goldsmith said speculation that the city is
contemplating filing for bankruptcy to resolve its employee
pension fund problems is just that -- speculation without any
factual basis and just plain silly.

"The people pushing for Chapter 9 (municipal bankruptcy) are magic
potion type people.  It's silly," San Diego Business Journal
quotes Mr. Goldsmith as saying.  "It doesn't help us, and it would
cost the city $100 million to $300 million."

The Business Journal notes that calls for San Diego to at least
consider the option surfaced last year when a volunteer citizens'
task force looking at fiscal sustainability delivered a report
with a 12-step action plan to return the city to financial health.
If those steps proved ineffectual, the city would "be forced to
consider seeking injunctive relief by filing for Chapter 9
bankruptcy protection," according to the report.

The Business Journal recalls Mayor Jerry Sanders quickly moved to
squash any chance the city was mulling such a move, stating in a
letter that stated his opposition to municipal bankruptcy "has
never been stronger, and I do not believe there is a credible
argument that has been made, or can be made, on its behalf."


SARATOGA RESOURCES: Posts $27.3 Million Net Loss in 2009
--------------------------------------------------------
Saratoga Resources, Inc., filed its annual report on Form 10-K,
showing a net loss of $27.3 million on $48.9 million of revenue
for 2009, compared with net income of $11.1 million on
$71.4 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
assets of $172.8 million, current liabilities of $27.6 million,
long-term liabilities of $118.9 million, liabilities subject to
compromise of $19.6 million, and stockholders' equity of
$6.7 million.

The Company and its principal operating subsidiaries have operated
as debtors-in-possession under Chapter 11 of the U.S. Bankruptcy
Code since March 31, 2009.

On February 11, 2010, the Debtors filed their Third Amended Plan
of Reorganization.  On March 30, 2010, following negotiations with
Wayzata which resulted in an agreement in principal as to amended
terms of both the Wayzata Credit Agreement and the Revolving
Credit Agreement, the Debtors filed a modified Third Amended Plan.

Under the modified Third Amended Plan, all trade creditors will be
paid in full within 12 months and all outstanding common stock and
warrants would remain outstanding and retain indentical rights
following the Effective Date.  Current equity holders, however,
will not receive any dividends or distributions until the holders
of all allowed claims have been paid in full.

Confirmation hearings with respect to the Modified Third Amended
Plan are scheduled for the week of April 19, 2010.

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

               http://researcharchives.com/t/s?6064

                      About Saratoga Resources

Houston, Tex.-based Saratoga Resources, Inc. (OTC BB: SROEQ)
-- http://www.saratogaresources.net/-- is an independent oil and
natural gas company engaged in the production, development,
acquisition and exploitation of natural gas and crude oil
properties.  The Company's principal properties were acquired in
July 2008 and cover an estimated 37,000 gross acres (33,750 net),
substantially all of which are held by production without near-
term lease expirations, across 11 fields in the state waters of
Louisiana.

Saratoga Resources, Inc. and four of its subsidiaries and
affiliates filed on March 31, 2009, voluntary Chapter 11 petitions
in the U.S. Bankruptcy Court for the Western District of Louisiana
in Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring effort.  The
Debtors listed between $100 million and $500 million each in
assets and debts.


SCOTSMAN INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Vernon Hills, Ill.-based Scotsman Industries Inc.
At the same time, Standard & Poor's assigned a 'B+' issue-level
rating to the company's proposed new $145 million senior secured
credit facility, the same as the corporate credit rating.  The
recovery rating on this debt is '3', indicating S&P's expectation
of a meaningful (50% to 70%) recovery in a default scenario.  S&P
expects the company to use the proceeds and cash on hand to repay
its existing $115 million shareholder debt and $9.3 million
industrial revenue bond, and to fund a $28 million dividend to its
equity sponsor Warburg Pincus and other investors.

"The ratings on Scotsman Industries primarily reflect the
company's aggressive financial risk profile," said Standard &
Poor's credit analyst Helena Song.  "Scotsman Industries' weak
business risk profile, characterized by a leading market position
in a niche industry and good recurring revenues, partially offsets
this factor," she continued.

The outlook is stable.  Standard & Poor's expects the company to
operate within credit measures commensurate for the ratings over
the business cycle.  However, S&P could lower the ratings if a
worse-than-expected market downturn and/or debt-financed
activities adversely affect liquidity or result in a meaningful
deterioration of credit measures, for example, debt to EBITDA
higher than 5x.  Conversely, if the long-term competitiveness of
Scotsman Industries' business remains healthy, and if the
company's credit measures, liquidity, and financial policies
continue to support it, S&P could raise the ratings on the
company.


SELECTCARE OF TEXAS: A.M. Best Affirms FSR at B+
------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed most of the financial strength ratings (FSR) and issuer
credit ratings (ICR) of the primary insurance subsidiaries of
Universal American Corp. (Universal American) (Rye Brook, NY)
[NYSE: UAM], as well as all debt ratings on the shelf registration
of Universal American.

The rating affirmations reflect Universal American's established
position in the U.S. senior health insurance market, positive
operating performance and strengthened capitalization.  Universal
American currently serves over 1.9 million Medicare members.
Enrollment growth for the organization was driven primarily by its
Medicare Advantage Private Fee for Service (PFFS) and Medicare
Prescription Drug Part D (PDP) products. Universal American
continues to generate positive operating and net income results,
with over $140 million of net income reported in 2009.
Capitalization of Universal American's primary insurance
subsidiaries strengthened considerably in 2009 due to positive
operating results and the completion of a reinsurance transaction
for essentially all of the organization's life and annuity
business.  The Medicare Advantage and PDP businesses are
anticipated to generate good cash flows and positive operating
results for the organization in the near term.

Offsetting rating factors include Universal American's business
and insurance risk concentration in Medicare products.  Due to
legislative changes, the Medicare Advantage PFFS product will no
longer be available in non rural areas starting in 2011.  As part
of a long-term strategy, Universal American has been actively
building network-based health maintenance organization and
preferred provider organization products in core markets to enable
migration to these products, thereby offsetting the loss of the
PFFS product.  There is the potential for enrollment losses in non
rural regions where the organization does not have network-based
products available.  Future funding of the Medicare Advantage
program is anticipated to continue to decline, and the pending
minimum medical loss ratio requirements for Medicare Advantage
products could pressure margins in the future.

A.M. Best also has downgraded the FSR to B+ (Good) from B++ (Good)
and ICRs to "bbb-" from "bbb" of American Pioneer Life Insurance
Company (Lake Mary, FL) and Marquette National Life Insurance
Company (Houston, TX).  The outlook for these ratings also has
been revised to stable from negative.

The rating downgrades of American Pioneer Life Insurance Company
and Marquette National Life Insurance Company are due to the
change in the business written by these entities.  Going forward,
both companies will primarily write Medicare Supplemental
business.  This is not a primary line of business for the
organization, and premiums for this product have continued to
trend downward as Medicare Advantage products become more
attractive to seniors due to their lower premiums and higher
benefit levels.

The outlook has been revised to stable from negative and the FSRs
of B++ (Good) and ICRs of "bbb" have been affirmed for the
following subsidiaries of Universal American Corp.:

  -- American Progressive Life & Health Insurance Company of New
     York

  -- Pennsylvania Life Insurance Company
  -- The Pyramid Life Insurance Company

The FSRs of B+ (Good) and ICRs of "bbb-" have been affirmed for
the following subsidiaries of Universal American Corp.:

  -- Constitution Life Insurance Company
  -- SelectCare of Texas, LLC
  -- Union Bankers Insurance Company

The FSR of B (Fair) and ICR of "bb+" have been affirmed for
GlobalHealth, Inc., a subsidiary of Universal American Corp.

The outlook has been revised to stable from negative and the ICR
of "bb" has been affirmed for Universal American Corp.

The outlook has been revised to stable from negative and the
following indicative debt ratings on the $140 million shelf
registration have been affirmed:

Universal American Corp.:
  -- "bb" on senior unsecured debt
  -- "bb-" on subordinated unsecured debt
  -- "b+" on preferred stock


SES SOLAR: Posts $1.2 Million Net Loss in 2009
----------------------------------------------
SES Solar Inc. filed on April 15, 2010, its annual report on Form
10-K, showing a net loss of $1,215,157 on $1,336,188 of revenue
for 2009, compared with a net loss of $474,454 on $33,416 of
revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$23,400,157 in assets, $21,450,137 of debts, and $1,950,020 of
stockholders' equity.

BDO Ltd., in Zurich, Switzerland, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted of the Company's recurring losses from
operations.

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

               http://researcharchives.com/t/s?6054

Based in Geneva, Switzerland, SES Solar Inc. is a Delaware
corporation engaged in the business of designing, engineering,
producing and installing solar panels or modules and solar tiles
for generating electricity.  The Company conducts its operations
through two wholly owned subsidiaries, SES Prod. S.A. and SES
Societe d'Energie Solaire S.A..  The Company's shares are quoted
on the OTC Bulletin Board under the symbol "SESI.OB".


SHAW GROUP: S&P Affirms Corporate Credit Rating at 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on The
Shaw Group Inc., including the 'BB+' corporate credit rating.  At
the same time, S&P revised the outlook on the Baton Rouge, La.-
based company to positive from stable.

"The outlook revision reflects Shaw's improved track record of
operating performance and moderate financial policy," said
Standard & Poor's credit analyst Dan Picciotto.  Shaw has
generated satisfactory free cash flow for the past several years,
which has allowed it to hold sizable cash balances.  Long-term
prospects in many of the company's end markets are good despite
the potential for moderation in performance due to lingering
effects of the economic downturn and risks associated with large
projects.  "S&P could raise the ratings if the company continues
to possess what S&P considers to be an intermediate financial risk
profile and operating performance is expected to remain good," he
continued.

S&P could raise the ratings if Shaw can sustain its recent good
operating performance (including S&P's expectation that it will
continue to generate meaningfully positive free cash flow) while
continuing to demonstrate a disciplined financial policy
(including maintenance of sizable cash balances).  S&P could
revise the outlook to stable or lower the ratings if the company's
operating performance weakens beyond S&P's expectations, or if it
pursues more aggressive financial policies.  For example, S&P
could lower the ratings if it appears likely that funds from
operations to total debt will fall below 30%.


SKILLED HEALTHCARE: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service upgraded the speculative grade liquidity
rating of Skilled Healthcare Group, Inc., to SGL-2 from SGL-3.
The rating action follows the closing of the company's
$460 million refinancing transaction on April 12, 2010, that
Moody's rated on March 22, 2010, and had indicated that the SGL
rating would be upgraded upon the close of the transaction.  In
addition, the corporate family and probability of default ratings
were affirmed at B1 and the rating on the subordinated notes was
affirmed at B3.  The ratings outlook is stable.

Moody's also affirmed the ratings on the new senior secured
facilities at Ba3 that were initially assigned on March 22, 2010.
The company entered into a $330 million term loan with an
additional $30 million delayed draw commitment that can be
utilized within the next nine months.  The company also entered
into a new $100 million revolving credit facility that replaced
the old $135 million revolving credit facility.  Moody's notes
that the revolving credit facility was undrawn at the close of the
transaction.

The upgrade of the speculative grade liquidity rating to SGL-2
from SGL-3 incorporates Moody's expectation that the company's
liquidity should remain good over the next 12 to 18 months.  The
SGL-2 rating takes into consideration expected strong cash flow
generation, ample availability under the revolving credit
facility, and sufficient headroom under the financial covenants.
The company's new credit facilities are governed by a fixed charge
coverage ratio initially set at 1.5 times and leverage ratio
initially set at 5.5 times.  Moody's projects the company to have
good headroom under the covenants over the next 12 months.

The stable outlook reflects Moody's expectation for improvement in
credit metrics and cash flow generation.  The stable outlook also
assumes that the company will be able to offset potential future
reimbursement pressure through cost savings and patient mix
changes.  The stable outlook is also predicated on Skilled
Healthcare's ability to maintain a good liquidity profile, a
measured approach to acquisitions and no escalation in legal
issues.

These ratings actions were taken:

* Corporate family rating, affirmed at B1;

* Probability of default rating, affirmed at B1;

* $100 million senior secured revolving credit facility, due April
  9, 2015, affirmed at Ba3 (LGD3, 37%);

* $330 million senior secured term loan, due April 9, 2016,
  affirmed at Ba3 (LGD3, 37%);

* $130 million senior subordinated notes, due 2014, affirmed at B3
  (LGD6, 90%);

* Speculative grade liquidity rating, upgraded to SGL-2 from SGL-
  3.

The last rating action was on March 22, 2010, when Moody's
assigned ratings to the proposed credit facilities and upgraded
the corporate family rating to B1.

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

Headquartered in Foothill Ranch, CA, Skilled Healthcare operates
long-term care facilities and provides a variety of post-acute
care services.  The company operates skilled nursing facilities,
assisted living facilities, and hospice locations.  Further, the
company provides ancillary services such as physical, occupational
and speech therapy in its facilities and unaffiliated facilities
and is a member of a joint venture providing institutional
pharmacy services in Texas.  Skilled Healthcare recognized revenue
of approximately $760 million in 2009.


SKYE INTERNATIONAL: Dec 31 Balance Sheet Upside-Down by $2 Mil.
---------------------------------------------------------------
SKYE International, Inc., filed on April 15, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

The Company's balance sheet as of December 31, 2009, showed
$1,172,453 in assets, current liabilities of $217,385, long-term
debt of $502,986, and $2,421,926 of liabilities subject to
compromise, for a stockholders' deficit of $1,969,844.

The Company reported a net loss of $2,366,512 on $181,120 of
revenue for 2009, compared with a net loss of $671,157 on $73,578
of revenue for 2008.

On December 16, 2009, SKYE filed a voluntary petition under
Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the
District of Nevada in Reno, Nevada.  The Company is currently
preparing a Joint Plan of Reorganization and Disclosure Statement
and anticipates filing a draft Reorganization Plan on or before
the end of April 2010.

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

               http://researcharchives.com/t/s?605b

Scottsdale, Ariz.-based SKYE International, Inc. is in the
business of designing, developing, and marketing consumer water
heating appliances.  All of the Company's products are designed by
in-house engineering and contract engineers from third party
engineering firms.

SKYE International filed for Chapter 11 protection on December 16,
2009 (Bankr. D. Nev. Case No. 09-54485).  Stephen R. Harris, Esq.,
at Belding, Harris & Petroni, Ltd., represents the Debtor as
counsel.  In its petition, the Debtor listed between $1 million
and $10 million each in assets and debts.


SKYHAWK VILLAGE: Files for Bankruptcy Under Chapter 7
-----------------------------------------------------
Bleys W. Rose at The Press Democrat reports that Skyhawk Village
Market sought protection from its creditors under Chapter 7,
saying it owes about $2 million.

The report says the Company owes Summit State Bank, $111,000;
Clover Stornetta Dairy, $75,000; Tony's Fine Foods of West
Sacramento, $44,000, as well as $19,000 in sales taxes to the
state and $10,600 to the county for personal property taxes.  The
company said it owes $431,000 in loan to the Runyan Family Trust
and $31,800 in unpaid rent to the Skyhawk Village Corp., report
adds.

A hearing of creditors is scheduled for May 11.

Skyhawk Village Market operates a grocery in an upscale east Santa
Rosa shopping center on Highway 12.


SMURFIT-STONE: Wins OK to Use $650 Million Revolving Exit Facility
------------------------------------------------------------------
Smurfit-Stone Container Corp. will seek confirmation of its
reorganization plan just one day after winning approval to access
a $650 million revolving exit facility from several lenders to
fund its emergence from chapter 11, according to American
Bankruptcy Institute.

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)


SONRISA PROPERTIES: Files Amended Schedules of Assets & Debts
-------------------------------------------------------------
Sonrisa Properties, Ltd., filed with the U.S. Bankruptcy Court for
the Southern District of Texas amended schedules of assets and
liabilities, as of April 15, 2010, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,000,000
  B. Personal Property               $98,818
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,201,229
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $219,311
                                 -----------      -----------
        TOTAL                    $21,098,818       $8,420,540

League City, Texas-based Sonrisa Properties, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-80012).  Karen R. Emmott, Esq., who has an
office in Houston, Texas, 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.


SONRISA PROPERTIES: Plan Proposes to Restructure Compass Bank Debt
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
consider at a hearing on May 11, 2010, at 2:30 p.m., the approval
of Sonrisa Properties, Ltd.'s Disclosure Statement explaining its
proposed Plan of Reorganization.  The hearing will be held at the
U.S. Bankruptcy Court, 515 Rusk Avenue, Courtroom 401, Houston,
Texas.  Objections, if any, are due on May 4, 2010.

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

According to the Disclosure Statement, the Plan proposes (1) to
obtain financing from a third party ($4,750,000 from Briar Capital
Group) in order to restructure the Compass Bank indebtedness over
a five year term; (2) subordinate the first lien position of
Compass by granting Briar Capital Group a first lien position in
the collateral; and (3) a payout to holders of undisputed and
allowed unsecured claims after payment in full to Briar Capital
Group and Compass.

Pursuant to the Plan, Compass will partially release its lien as
properties are sold and receive $1.30 per square foot for any
property for which a partial release is requested.  100% of net
proceeds remaining from any sale will be first applied to the
Briar Note until the Briar Note is paid in full.

Randal M. Hall, the president of the Debtor's general partner,
will disburse all plan funds.

                        Treatment of Claims

Secured claim of Compass Bank is $8,065,000 less a $750,000
principal reduction payment upon Galveston County closing.  The
note will be modified as: a cash payment in the amount of
$2,750,000 to be made collectively by the Debtor and the Debtor
Sonrisa Realty Partners, Ltd., with funds advanced by Briar
Capital Group.  The Plan did not provide for the estimated
percentage recovery by holders of Compass Bank secured claims.

Holders of general unsecured non-priority claims will be paid
after full payment of Classes 1-4.  No interest will be paid. The
holders of allowed claims in Class 5 will participate pro rata in
quarterly distributions from sale proceeds after payment in full
to Classes 1-4.

The equity interest holders will not receive any payments under
this Plan unless creditors in Classes 1 through 5 are paid in full
the allowed amounts of their claims.

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

The Debtor is represented by:

     Karen R. Emmott
     4615 Southwest Frwy., Suite 500
     Houston, TX 77027
     Tel: (713) 739-0008
     Fax: (713) 481-6262

                     About Sonrisa Properties

League City, Texas-based Sonrisa Properties, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-80012).  Karen R. Emmott, Esq., who has an
office in Houston, Texas, 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.


SPANSION INC: Management Plan Confirmed; Noteholder Plan Rejected
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware confirmed Spansion Inc., and its debtor-
affiliates' Second Amended Plan of Reorganization on April 16,
2010.

All objections and responses to the Plan, and all statements and
reservations of rights to confirmation, were overruled.

"The entire company has worked hard on our reorganization over
the past year to maximize recovery for our creditors while
maintaining a focus on customers and delivering high-quality,
differentiated solutions," said John Kispert, Spansion's chief
executive officer.  "We believe the confirmed plan positions
Spansion for future success and we are proud to have made it
through this process with a strong balance sheet, great
technology and a motivated workforce."

Judge Carey held that the Plan complied with all applicable
provisions of Section 1129 of the Bankruptcy Code.

Specifically, Judge Carey ruled that:

(1) The Plan complies with all applicable provisions of the
    Bankruptcy Code as required by Section 1129(a)(1), including
    Section 1122 and 1123.

  * Article II of the Plan designates Classes of Claims and
    Interests other than Administrative Expense Claims and
    Priority Claims.  Thus, the Plan satisfies Sections 1122 and
    1123(a);

  * Article III of the Plan provides the same treatment for each
    Claim or Interest within a particular class unless the
    holder of a particular Claim or Interest has agreed to a
    less favorable treatment with respect to that Claim or
    Interest.  The Plan, therefore, satisfies Section 1123(a)
   (4);

  * The Plan and the various documents and agreements set forth
    in the Plan Supplement provide adequate and proper means for
    the Plan's implementation.  Thus, the Plan satisfies Section
    1123(a)(5) of the Bankruptcy Code;

  * Article VII of the Plan provides that the New Governing
    Documents for the Reorganized Debtors will provide, among
    other things, (i) a provision prohibiting the issuance of
    nonvoting equity security securities, and (ii) to the extent
    necessary, a provision setting forth an appropriate
    distribution of voting power among classes of equity
    securities possessing voting power.  The Plan, therefore,
    satisfied the requirements of Section 1123(a)(6) of the
    Bankruptcy Code;

  * Article VII of the Plan and the documents in the Plan
    Supplement describe the manner of selection of directors and
    officers of the Reorganized Debtors and the identities and
    affiliations of any entity to serve as a director of
    Reorganized Spansion Inc. have been disclosed in the Plan
    Supplement.  Thus, the Plan satisfies the requirements of
    Section 1123(a)(7); and

  * The other provisions of the Plan are appropriate and
    consistent with the applicable provisions of the Bankruptcy
    Code and, therefore, satisfy Section 1123(b).

(2) The Debtors, the Plan proponents, have complied with all
    applicable provisions of the Bankruptcy Code as required by
    Section 1129(a)(2).  In particular, the Debtors are eligible
    debtors under Section 109 of the Bankruptcy Code and proper
    Plan proponents under Section 1121(a).  The solicitation of
    acceptances or rejections of the Plan: (a)complied with the
    Disclosure Statement Order; (b) complied with all applicable
    laws governing the adequacy of disclosure in connection with
    that solicitation; and (c) occurred only after disclosing
    "adequate information."

(3) The Plan satisfies the requirements of Section 1129(a)(3)
    because the Debtors have proposed the Plan in good faith and
    not by any means forbidden by law.

(4) Payments made or to be made by the Debtors for services or
    for costs and expenses in connection with the Chapter 11
    cases have been approved by, or are subject to the approval
    of, the Court as reasonable.  The Plan, therefore, satisfies
    the requirements of Section 1129(a)(4).

(5) The Debtors provided requisite disclosures regarding
    proposed directors and officers of the Reorganized Debtors
    following confirmation, as required by Section
    1129(a)(5)(A), and have also disclosed the nature of
    compensation of insiders who will be employed or retained by
    the Reorganized Debtors, as required by Section
    1129(a)(5)(B).  The Plan, therefore, satisfies the
    requirements of Section 1129(a)(5).

(6) The Plan does not contain rate changes subject to the
    jurisdiction of any governmental regulatory commission and
    will not require governmental regulatory approval.
    Therefore, Section 1129(a)6) of the Bankruptcy Code does not
    apply to the Chapter 11 cases.

(7) The Plan satisfies Section 1129(a)(7) because the
    Liquidation Analysis and Disclosure Statement are persuasive
    and credible.  The methodology used and assumptions made in
    the Liquidation Analysis are reasonable.  With respect to
    each Impaired Class, each holder of an Allowed Claim or
    Interest in an Impaired Class has accepted the Plan or will
    receive under the Plan on account of its Claim or Interest
    property of a value, as of the Effective Date, that is not
    less than the amount that each Holder would have received if
    the Debtors were to be liquidated on the Effective Date
    under Chapter 7 of the Bankruptcy Code.

(8) The Plan fails to satisfy the requirements of Section
    1129(a)(8); however, the Plan does satisfy Section 1129(b).

(9) The treatment of Administrative Claims, and Priority Claims
    is in accordance with the requirements of Section
    1129(a)(9).

(10) As set forth in the Voting Report, at least one Impaired
    Class has voted to accept the Plan.  Therefore, the Plan
    satisfies Section 1129(a)(10).

(11) The Plan satisfies Section 1129(a)(11).  Based upon the
    evidence proffered or adduced at or prior to the
    Confirmation Hearing, the Plan is feasible and confirmation
    of the Plan is not likely to be followed by the Reorganized
    Debtors liquidating or requiring further financial
    reorganization.

    The Court held that the enterprise value of the estates is
    in the range of $872 million to $944 million.

(12) Article IV of the Plan provides for payment of all fees and
    payable by the Reorganized Debtors.  The Plan, therefore,
    satisfies the requirements of Section 1129(a)(12).

(13) Prior to the Petition Date, none of the Debtors maintained
    or established any plan, fund or program under which it
    agreed, or is otherwise required, to pay any entity or
    person for the purpose of providing or reimbursing payments
    for retired employees and their spouses and dependants, for
    medical, surgical, or hospital care benefits, or benefits in
    the event of sickness, accident, disability or death.
    Therefore, Section 1129(a)(13) does not apply to the Chapter
    11 cases.

(14) The Debtors do not owe any domestic support obligations, are
    not individuals, and are not nonprofit corporations.
    Therefore, Section 1129(a)(14), Section 1129(a)(15) and
    Section 1129(a)(16) do not apply.

The Court held that classification and treatment of Claims and
Interests in the Plan is (a) proper and in accordance with
Section 1122 of the Bankruptcy Code and (b) does not discriminate
unfairly in accordance with Section 1129(b)(1).

The Plan satisfies the requirements for confirmation set forth in
Section 1129 of the Bankruptcy Code, Judge Carey said.

                        Alternative Plan

Prior to the Court's approval of the Debtors' Second Amended
Plan, a rival plan was submitted by the Ad Hoc Committee of
Convertible Noteholders and the Ad Hoc Equity Committee on
April 15, 2010.  The Ad Hoc Convertible Committee consists of
certain holders of 2.25% Exchangeable Senior Subordinated
Debentures due 2016 issued by Spansion LLC.

The Rival Plan was filed as an attachment to a joint objection
filed by the Ad Hoc Committees to the Debtors' Second Amended
Plan, as well as the Debtors' request for an extension of their
exclusive periods to solicit acceptances of their Plan.  The Ad
Hoc Committees argued that the exclusivity period must be
terminated because the Debtors lack good faith in proposing a
Chapter 11 plan.  They further said excessive equity compensation
to members of senior management provides a sound basis for
denying the Debtors any additional time to solicit acceptances
for their Plan.

Mark E. Felger, Esq., at Cozen O'Conner, in Wilmington, Delaware
-- mfelger@cozen.com -- counsel to the Ad Hoc Committee of
Convertible Noteholders, told Judge Carey that the Ad Hoc
Committees' Plan would be fully consensual as to all impaired
classes of creditors and resolve all material open issues in the
Debtors' cases including:

  (a) valuation issues;

  (b) subordination issues between the Convertible Notes and the
      existing holders of the 11.25% Senior Notes due 2016;

  (c) management incentive plan issues; and

  (d) third party releases.

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

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

Mr. Felger related that under the Ad Hoc Committees' Plan,
participating holders of Convertible Notes would fund the payment
in full of the Senior Notes in cash so that existing Senior
Noteholders would be unimpaired, and the participating Convert
Holders which funded that cash-out unimpairment would "step into
the shoes" of the Senior Noteholders.

Mr. Felger maintained that the Ad Hoc Committee has obtained
funding commitments in excess of $425 million, and has confirmed
receipt of these funds in escrow.

The John Gorman 401(k) filed a joinder to the Ad Hoc Committees'
objection to Confirmation of the Second Amended Joint Plan of
Reorganization.

              Creditors Committee Asks Court to
               Consider Ad Hoc Committees' Plan

The Official Committee of Unsecured Creditors asserted that
because of the difference in recoveries to Class 5A and the
Convertible Noteholders, the Ad Hoc Committee's Plan should be
carefully considered by all parties and by the Court.  The
Creditors Committee maintained that:

  (i) it is satisfied that the Ad Hoc Committee is holding in
      escrow the funds to effectuate its Plan;

(ii) it does not appear that resolicitation would be required
      should the Ad Hoc Committee's Plan go forward because
      Class 5A would be unimpaired pursuant to Section 1126(f)
      of the Bankruptcy Code and therefore deemed to accept the
      Ad Hoc Committees' Plan, while Class 5B is receiving the
      identical treatment it already accepted under the Debtors'
      Plan and Class 5C is, in effect, the proponent of the Ad
      Hoc Committees' Plan.

Daniel Lewis, managing partner and portfolio manager of Orange
Capital, LLC, averred that if the Ad Hoc Committees' Plan is
permitted to proceed, any further dispute about valuation and
subordination issues would cease to exist.  He added that the Ad
Hoc Committees' Plan was formulated and proposed in good faith,
in an effort to ensure that current holders of Senior Notes
receive payment in full, so that excess value can be distributed
in accordance with the priority scheme established by the
Bankruptcy Code.

                     Debtors Disagree

In a memorandum in support of Plan Confirmation, the Debtors
argued that their Amended Plan satisfies fully the requirements
of confirmation and, accordingly, should be immediately
confirmed.

According to the Debtors, the modified Employee Equity Program
is proposed in good faith, supported by the "in-the-money" credit
groups and demonstrably reasonable and within the market.

The Debtors told the Court that they have negotiated the Revised
Program with the Official Committee of Unsecured Creditors, the
Senior Noteholder Group, and the ad hoc committee of holders of
certain trade claims.  Thus, the Debtors aver, the Revised
Program has the support of all creditors constituencies that are
entitled to a recovery under the Amended Plan based on the
Court's valuation.

Paul Mercadante, managing director at Silver Lake Management
Company Sumeru, LLC, the investment advisor to Silver Lake
Sumeru, L.P., explained that the proposed Equity Incentive
Compensation Program is entirely reasonable and essential to the
Reorganized Debtors' ability to retain, motivate and attract
talented and knowledgeable management and employees.  According
to Mr. Mercadante, any technology company that does not offer a
competitive equity incentive plan to its management and employees
puts itself at a distinct disadvantage to its competitors.

"It is not unusual to see equity incentive plans that set as 10%
or more of the company's equity . . . for participation by
management, employees and directors," Mr. Mercande maintains.

The self-appointed informal group of holders of trade claims said
in a statement that creditors comprising the Trade Claims
overwhelmingly support immediate confirmation of the Debtors'
Amended Plan.   The Trade Claims Group believes that the Amended
Plan resolves each of the three issues raised by the Court in its
Opinion on Confirmation dated April 1, 2010.

In a letter in support of Plan Confirmation delivered to the
Court, Sean E. O'Donnell, on behalf of the Senior Noteholders
Informal Group, said the Joint Objection of the Ad Hoc Committees
is simply a rehashing of their already lodged objections about
valuation and subordination that were expressly overruled by the
Court in its Confirmation Opinion.  Because the Ad Hoc Committees
have not demonstrated any cause to justify the termination of
exclusivity, the Senior Noteholders asked the Court to approve
the Debtors' motion to extend exclusivity.

             Judge Carey Rejects Alternative Plan

Accordingly, Judge Carey rejected the Ad Hoc Committee's
Alternative Plan saying that the offer came too late, Bloomberg
reported.

"You come with a plan on the eve of confirmation," Judge Carey
told attorneys for the Ad Hoc Committee.  "You have to understand
that's awfully late in the process," he said.

Randy Furr, chief financial officer of Spansion, testified during
the Confirmation Hearing that any delay of the Debtors exiting
Chapter 11 will be more detrimental to the estate, Bloomberg
added.

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

Judge Carey has extended the Debtors' exclusive period to solicit
votes to accept or reject a proposed plan of reorganization
through April 23, 2010.

        Robert White Declaration Must be Stricken

Prior to the Confirmation Hearing, the Ad Hoc Committees had
designated Robert White of Jefferies & Co., as a witness at the
hearing.

Mr. White, the senior vice president in the Recapitalization
and Restructuring Group at Jefferies & Co., said in a declaration
that using widely distributed broker or dealer markets for the
period surrounding the Confirmation Opinion is a reasonable and
credible methodology to determine the market or trading value of
the Senior Notes subsequent to the Court's ruling on confirmation
of the Debtors' Plan on April 1, 2010.

However, the Senior Noteholders Informal Group asked the Court to
strike the declaration of Mr. White and preclude Mr. White from
testifying at the April 16 hearing because: (i) the declaration
and Mr. White's anticipated testimony regarding purported trading
data is well beyond the scope of the April 16 Hearing; (ii) the
White Declaration and the documents which it relies upon are
inadmissible hearsay; and (iii) the Ad Hoc Committee's refusal to
oblige the other parties' requests for Rule 26 information and to
depose Mr. White at any time other than two hours before the
April 16 Hearing evidences bad
faith and has caused undue prejudice.

                    Objections Resolved

To address the other objections filed against the Plan, the Court
held that the Research and Development Agreement between Spansion
Japan Limited (formerly known as FASL Japan Limited) and Spansion
LLC (formerly known as FASL LLC) dated February 23, 2004, will be
assumed only as part of a separate stipulation between the
Debtors and Spansion Japan Limited setting forth any conditions
to assumption of the R&D Agreement, including but not limited to,
the cure amount to be paid to Spansion Japan.  In the event that
the stipulation is not filed on or before the effective date of
the Plan, the R&D Agreement will be deemed rejected as of the
Effective Date.

The Debtors' (i) amendment of its contracts with SanDisk II, Ltd.
pursuant to the Amendment to New Collaboration Agreement dated
January 31, 2010, is approved, and (ii) assumption of the New
Collaboration Agreement dated May 1, 2006 and Attachment A
thereto, which is entitled the SSP Driver Software License
Agreement, as amended by the San Disk Agreement are approved.
Under the Confirmation Order and the SanDisk Amendment (a) the
Cure Amount due with respect to the assumption of the SanDisk
Contracts will be $1,157,065; (b) SanDisk will have an Allowed
prepetition General Unsecured Claim for $1,166,123 due under the
SanDisk Contracts and a second Allowed prepetition General
Unsecured Claim for $5,000,000 as a Claim for rejection damages,
which Claims will be the only prepetition, General Unsecured
Claims Allowed to SanDisk in the Chapter 11 Cases; (c) and any
and all claims or proofs of claim which SanDisk asserted in any
of the Chapter 11 Cases will be deemed modified to assert only
the SanDisk Claims and (d) the ORNAND Driver Software License
Agreement is deemed rejected and terminated.

In connection with AT&T Corporation's waiver of any and all Cure
Amounts otherwise payable to it, the (i) AT&T Global Services
Inc. Claim No. 474 for $15,802 filed on July 29, 2009, and (ii)
AT&T Corp. Claim No. 593 for $30,153 filed on August 13, 2009,
will be allowed General Unsecured Claims.

The Debtors will pay to Quest Software, Inc. a Cure Amount of
$50,434 in conjunction with the assumption of the Debtors'
executory contracts with Quest.

The Plan will not b deemed to modify the change of control
provisions in the Patent Cross License Agreement by and between
International Business Machines Corporation and Spansion dated
effected as of April 7, 2008.

Neither the Debtors' assumption of its executory contracts with
Robert Bosch GmbH and Robert Bosch LLC f/k/a Robert Bosch
Corporation nor the terms of the Order or the Plan will alter or
impair any of Bosch's rights or remedies pertaining to product
warranties, product liability or other product-related claims,
and the reorganized Debtors will remain liable for the Bosch
Product Claims and responsible for the payment of the Claims,
subject only to any defenses that the Debtors would have had to
the Bosch Product Claims under the assumed contracts if they had
not been debtors in the Chapter 11 Cases or confirmed the Plan.
The Bosch Product Claims against the Reorganized Debtors
pertaining to the GL 512N matter are not altered or impaired by
the Debtors' assumption of the contract(s) related to the matter
or by the terms of the order or the Plan.  It is the intent of
the Debtors and Bosch that the Bosch Product Claims (including
the GL 512 matter) will pass through to the reorganized Debtors
without alteration or impairment.

Notwithstanding anything in the Plan or the Contact/Lease
Schedule to the contrary, entry of the Confirmation Order will
constitute an order approving the assumption pursuant to sections
365(a) and 1123 of the Bankruptcy Code of the Debtors' executory
contracts with Rohm and Haas Electronic Materials LLC.  The Cure
Amount owed in connection with the assumption of the RHEM
Contracts will be satisfied in this manner: The General Unsecured
Claims of RHEM under the RHEM contracts in the approximate amount
of $64,926, which have been Allowed by an order of the Court
dated November 24, 2009, will remain Allowed Class 5B Claims and
will be entitled to Pro Rata treatment with other Allowed Class
5B Claims under the Plan.  Nothing will affect RHEM's Allowed
503(b)(9) Claims in the approximate aggregate amount of $89,045,
and the Debtors will pay the 503(b)(9) Claims in accordance with
the terms of the Plan.

Moreover, in addition to the Debtors' contracts with Oracle
America, Inc. -- as successor in interest to Oracle USA, Inc. --
or any of its predecessor-in-interest identified in the
Contract/Lease Schedule, these contracts between the Debtors and
Oracle will be deemed assumed in accordance with the provision
and requirements of Section 365 and 1123 of the Bankruptcy Code
as of the Effective Date:

  * Ordering Document No. US-11844645-30-JUL-2008,
  * Ordering Document/Exhibit-Amendment One dated 9/29/08,

and the change orders and purchase orders related to these
ordering documents.

The Cure Amount due with respect to the assumption of the
Additional Oracle Contracts will be $207,005.42, which Cure
Amount will be in addition to the other Cure Amounts listed for
the Oracle contracts identified in the Contract/Lease Schedule.

                       About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Proposes to Extend Kispert's Bonus Period
-------------------------------------------------------
Spansion Inc. and its units seek the Court's authority to amend an
Employment Offer Letter with John H. Kispert dated February 12,
2009, to extend the deadline for Mr. Kispert's eligibility for his
bonus from March 31, 2010 to May 31, 2010.

As previously reported, the Debtors employed Mr. Kispert as their
chief executive officer.  Pursuant to Mr. Kispert's Employment
Agreement, Mr. Kispert was entitled to a monthly salary and
certain benefits.  In addition, he was eligible for a $1,700,000
bonus upon the consummation of certain transactions.

After the Debtors filed their Chapter 11 cases, they had
discussions with the Official Committee of Unsecured Creditors
and certain other creditor constituencies concerning Mr.
Kispert's employment and specifically the conditions for the
Bonus.  Based upon those discussions, the Debtors and Mr. Kispert
amended the Kispert Employment Agreement to modify conditions for
his Bonus so as to ensure that he was appropriately compensated
and motivated for considering a broad range of restructuring
options and ultimately pursuing the best reorganization strategy
for the Debtors' estates.  The First Amendment provided that Mr.
Kispert would be entitled to the Bonus upon consummation of a
plan of reorganization that have been confirmed by the Court on
or before March 31, 2010.

"Given the efforts and significant progress Mr. Kispert and the
Debtors have made over the past several months, the Debtors do
not believe that Mr. Kispert should be penalized because
confirmation of the plan was not achieved by March 31, 2010,"
Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware -- mlastowski@duanemorris.com -- says.

Rather, Mr. Lastowski maintains, to give life to the spirit of
the agreement and promote and expeditious and successful
conclusion to the Debtors' Chapter 11 cases, the Debtors believe
it is in the best interests of the estate to extend the
applicable period of time for entitlement to a bonus upon
confirmation of a plan of reorganization to the Kispert
Employment Agreement.

                       About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPRINT NEXTEL: Fitch Assigns 'BB' Rating on $2.25 Bil. Facility
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating with a Negative Rating
Outlook to the new proposed unsecured $2.25 billion revolving
credit facility at Sprint Nextel Corporation.  The credit facility
will mature in 2013.  Concurrently, Fitch will withdraw the
ratings on Sprint Nextel's $4.5 billion unsecured revolving credit
facility at the time of closing.

Sprint Nextel's new $2.25 billion three and one-half year
unsecured revolving credit facility will replace the $4.5 billion
revolving facility that was maturing in December 2010.  The new
facility reduces the available borrowing capacity under the
revolver to approximately $550 million, which includes recent
reductions to the Federal Communications Commission (FCC) letter
of credit (LOC) versus $2.7 billion at the end of 2009.  Sprint's
sizable cash position of $3.9 billion, expected free cash
generation of at least $1.5 billion in 2010 and the extended
maturity of the credit facility offsets risks with the reduced
revolver availability.  In addition, as Sprint Nextel continues
its progress on spectrum rebanding, Fitch expects the $1.7 billion
FCC LOC to decrease, on average, by approximately $100 million per
quarter during 2010.  Consequently, revolver availability should
increase in the coming quarters and into 2011.

The new facility contains a slightly relaxed total leverage
covenant of 4.5 times that steps down in .25x increments to 4x by
the end of 2012.  Pro forma for the new covenant, Sprint Nextel
has an approximate 21% cushion against further EBITDA loss
compared with 17% at the end of 2009.  Fitch also expects Sprint
Nextel to use available cash to pay down $2.45 billion of debt
maturities within the coming year.  Consequently, while credit
metrics will likely weaken slightly during the first half of 2010,
the company should be able to maintain adequate cushion over the
rating horizon.

The Negative Outlook reflects Fitch's concern based on past
operating results, issuer financial trends, industry risk factors,
the location of rating within its rating category and uncertainty
over future operating trends.  Fitch currently expects leverage
(debt-to-EBITDA) increasing to 3.5x before stabilizing in the
second half of 2010.  Failure to substantially improve subscriber
trends and stabilize financial performance during 2010 would
result in further assessments and potential rating actions.


STATION CASINOS: Creditors Support $772 Million Stalking Horse Bid
------------------------------------------------------------------
Station Casinos Inc. said Monday that a group of creditors
representing some 60 percent of the company's senior secured bank
debt has agreed to support a $772 million stalking horse bid by a
newly formed company led by Fertitta Gaming LLC to buy almost all
the debtor's assets, according to Bankruptcy Law360.

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATLER TOWER: To Sell Construction Assets on May 1
---------------------------------------------------
Matt Glynn at The Buffalo News reports that a federal judge
approved the sale of construction equipment and materials from
Statler Tower.  The auction will take place on May 1, 2010, at
Cash Cunningham's 1295 Main St. facility.


STRATUS MEDIA: Goldman Parks Raises Going Concern Doubt
-------------------------------------------------------
Stratus Media Group, Inc., filed on April 15 its annual report on
Form 10-K for the year ended December 31, 2009.

Goldman Parks Kurland Mohidin LLP, in Encino, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses and has negative cash flow from
operations.

The Company reported a net loss of $3,401,098 on zero revenue for
2009, compared with a net loss of $2,093,267 on $40,189 of
revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$4,283,068 in assets, $3,789,473 of debts, and $493,595 of
stockholders' equity.

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

               http://researcharchives.com/t/s?6050

Based in Los Angeles, Stratus Media Group, Inc. (OTC BB: SMDI)
-- http://www.stratusmediagroup.com/-- specializes in sports and
entertainment events that it owns, and intends to operate, manage,
market and sell in national markets.  In addition, Stratus
acquired the business of Stratus Rewards, LLC in August 2005.
Stratus Rewards is a credit card rewards marketing program that
uses the Visa card platform that offers a unique luxury rewards
redemption program, including private jet travel, premium travel
opportunities, exclusive events and luxury merchandise.


SUNRISE REAL: Kenne Ruan Raises Going Concern Doubt
---------------------------------------------------
Sunrise Real Estate Group, Inc., filed on April 15, 2010, its
annual report on Form 10-K for the year ended December 31, 2009.

Kenne Ruan, CPA, P.C., in Woodbridge, Conn., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has significant
accumulated losses from operations and has a net capital
deficiency.

The Company reported net profit of $3,275,384 on $13,110,591 of
revenue for 2009, compared with a net loss of $6,028,907 on
$8,075,193 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$14,894,256 in assets, $18,001,743 of debts, and $636,881 of
noncontrolling interests of consolidated subsidiaries, for a
stockholders' deficit of $3,744,368.

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

               http://researcharchives.com/t/s?6056

Headquarted in Shanghai, People's Republic of China, Sunrise Real
Estate Group, Inc. through its subsidiaries is engaged in the
property brokerage services, real estate marketing services,
property leasing services and property management services in the
PRC.


TECK RESOURCES: S&P Raises Corporate Credit Rating From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Vancouver-based mining company Teck
Resources Ltd. to 'BBB' from 'BB+'.  The outlook is stable.

S&P also raised the issue-level rating on the company's notes
outstanding to 'BBB' from 'BB+'.  In addition, S&P withdrew the
'3' recovery rating on the notes, because it no longer applies
given that the corporate credit rating on Teck is now investment-
grade.

At the same time, S&P removed all ratings from CreditWatch with
positive implications, where they were placed Feb. 17.

"S&P base its upgrade on its view that, following the recent debt
reduction initiatives, Teck has improved its financial risk
profile to a level commensurate with an investment-grade rating
and that its better-than-average cost profile will enable it to
maintain intermediate credit metrics in the medium term, using
S&P's credit neutral price assumptions for base metals," said
Standard & Poor's credit analyst Maude Tremblay.

Teck is among the world's largest producers of seaborne hard-
coking coal and zinc as well as a significant copper producer.
The ratings reflect Standard & Poor's view of the company's
satisfactory business profile for a diversified metals and mining
company, which is supported by low-cost long-lived mines and a
solid reserve base that offers long-term growth potential at
attractive production costs.  As well, following the recent debt
repayment, S&P believes that Teck's credit protection measures are
now commensurate with the 'BBB' rating category.  On the other
hand, in S&P's opinion, profitability and cash flow generation are
volatile due to the company's exposure to unpredictable base metal
prices as well as a high degree of operating risk and some
political risk.  As such, S&P expects Teck to maintain an
intermediate financial risk profile, with a moderate leverage
target of no more than 2x adjusted debt to EBITDA supported by
good liquidity, even as it undertakes acquisitions and expansion
projects.

The stable outlook reflects that, based on Standard & Poor's
credit neutral base metal prices assumptions and seaborne hard-
coking coal of U$130 per metric ton, Teck would maintain
intermediate credit metrics, including adjusted debt to EBITDA of
less than 2x and adjusted funds from operations to debt of more
than 35%.  S&P expects FFO to amply meet financial commitments in
the medium term (including capital expenditures, debt repayment,
and dividend) as well as midsize growth initiatives.  S&P expects
management to balance shareholder-friendly initiatives with
credit-enhancing measures as it allocates discretionary cash flows
in the medium term.  The ratings could be pressured downward if a
period of elevated capital expenditures coincided with an
unexpected decline in profitability, including disruption at one
of Teck's key profit driver, thus weakening the credit metrics
beyond level acceptable for the ratings.  S&P does not envisage
upward rating potential in the near term.  The ratings are
constrained to the 'BBB' category by the company's business risk
profile, including the exposure to volatile metal prices and the
operating risks inherent to the mining industry.


TRAILER BRIDGE: S&P Changes Outlook to Stable; Affirms B- Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Jacksonville, Fla.-based Trailer Bridge Inc. to stable
from negative.  At the same time, Standard & Poor's affirmed its
'B-' long-term corporate credit rating on the company and affirmed
the 'B-' rating on the senior secured debt.  The recovery rating
on this debt is unchanged at '3', indicating S&P's expectation of
a meaningful (50% to 70%) recovery in the event of a payment
default.

"The ratings on Trailer Bridge Inc. reflect the company's highly
leveraged financial profile; concentrated end-market demand, where
revenues are generated on routes between the U.S., Puerto Rico,
and the Dominican Republic; and participation in the capital-
intensive and competitive shipping industry," said Standard &
Poor's credit analyst Funmi Afonja.  "Positive credit factors
include the less-cyclical nature of demand for consumer staples
that Trailer Bridge mostly carries, and barriers to entry due to
the Jones Act, which regulates intra-U.S. shipping.

Trailer Bridge has over the past year improved its operating
performance due to significantly lower fuel expenses, cost
cutting, and better operating efficiencies, despite reduced
freight volumes and pricing pressures from prolonged economic
weakness in the U.S., Puerto Rico, and the Dominican Republic.

Trailer Bridge primarily provides marine freight transportation
between the continental U.S., Puerto Rico, and the Dominican
Republic.  The company's activities are largely concentrated in
Puerto Rico, with about 75% of 2009's freight moving southbound.
The Dominican Republic service provides limited additional market
diversity and offers a degree of balance to Trailer Bridge's
north- and southbound volumes.  Customers include major
manufacturing and consumer products companies that sell food and
other staples.  The company also operates a fleet of trucks that
carry shipments to Jacksonville, Fla., for transfer to its barges.

The stable outlook reflects S&P's expectation that, over the next
year, the company will maintain its improved financial profile and
successfully refinance a significant upcoming debt maturity.

If earnings do not stabilize at the levels expected, causing cash
flow pressures and liquidity constraints, S&P would likely lower
the ratings.  S&P could lower the ratings if S&P perceive an
increase in refinancing risks for the $82.5 million senior secured
notes that mature on Nov. 15, 2011.  S&P could also lower the
ratings if revolver usage increases beyond $5 million and there is
limited room under the springing financial covenants.  S&P
believes that an upgrade is unlikely due to substantial
refinancing risks and the company's highly leveraged financial
profile.


TRANSAX INT'L: Dec. 31 Balance Sheet Upside-Down by $7.4-Mil.
-------------------------------------------------------------
Transax International Limited filed on April 15 its annual report
on Form 10-K for the year ended December 31, 2009.

The Company's balance sheet as of December 31, 2009, showed
$1,329,458 in assets and $8,723,045 of debts, for a
stockholders' deficit of $7,393,587.

The Company reported a net loss of $2,802,351 on $4,289,523 of
revenue for 2009, compared with a net loss of $1,096,642 on
$6,119,046 of revenue for 2008.

MSPC Certified Public Accountants and Advisors, P.C., 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 accumulated losses from operations of roughly
$17.2 million, a working capital deficiency of roughly
$6.2 million and a stockholders' deficiency of roughly
$7.4 million at December 31, 2009.

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

               http://researcharchives.com/t/s?605c

Plantation, Fla.-based Transax International Limited is an
international provider of information network solutions, products
and services specifically designed for the healthcare providers
and health insurance companies.

Transax International Limited was incorporated in the
State of Colorado in 1987.  The Company currently trades on the
OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt
and Berlin Stock Exchanges under the symbol "TX6".


URS CORP: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on San Francisco-based URS Corp. to 'BB+' from 'BB'.  At
the same time, S&P raised the issue-level ratings on URS' existing
credit facilities to 'BBB-' from 'BB+', and the recovery rating
remains '2'.  "The corporate credit rating upgrade reflects S&P's
expectation that URS will continue to achieve good operating
performance despite weak conditions in some of its end markets,"
said Standard & Poor's credit analyst Robyn Shapiro.

The ratings on URS reflect the company's significant financial
risk profile, marked by its history of large, debt-financed
acquisitions.  The company has a satisfactory business risk
profile, characterized by leading positions in engineering and
design, its significant scale and scope of operations, and
diversified end-market exposure.

The outlook is stable.  S&P could raise the ratings if URS can
sustain its good operating performance and credit metrics, such as
funds from operations to total debt above 30%, as well as
demonstrate a disciplined financial policy (including maintenance
of adequate liquidity).  S&P could lower the ratings if earnings
and cash flow decline significantly.  Specifically, if it appears
likely that FFO to total debt will approach 25% and improvement
does not appear likely in the near term.


UAL CORP: Said to Shift Merger Focus to Continental Air
-------------------------------------------------------
UAL Corp.'s United Airlines has put merger talks with US Airways
Group Inc. on hold as it focuses on a tie-up with Continental
Airlines Inc., Bloomberg News reported, citing people familiar
with the matter.

According to Bloomberg, two people familiar with the private talks
said that United and Continental plan to begin sharing financial
information this week, and may reach a decision on whether to
merge by the following week.  Conversations between United and
Continental, the third-and fourth-biggest U.S. airlines, began
shortly after the April 7 disclosure of the United-US Airways
discussions, two people said.

Chicago-based UAL is the No. 3 U.S. airline by traffic and has a
current market capitalization of $3.9 billion.  Continental, based
in Houston and ranked fourth by traffic, has a market cap of $3.3
billion.  US Airways, No. 6 by traffic and based in Tempe, Ariz.,
is valued at $1.2 billion.

Delta Air Lines Inc., which expanded as a result of its 2008
acquisition of Northwest Airlines, now is the largest carrier in
the world with a market value of $11.3 billion.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.

                        About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                         *     *     *

As of December 31, 2009, US Airways had total assets of
$7,454,000,000, including $2,331,000,000 in total current assets,
against total current liabilities of $2,789,000,000 and total
noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in $355,000,000 stockholders' deficit.

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                           *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


US CONCRETE: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on U.S. Concrete Inc., including the 'D' corporate credit
rating, per the company's request.

U.S. Concrete Inc. produces and sells ready-mixed concrete,
precast concrete products, and concrete-related products in select
markets in the United States.


VALASSIS COMMUNICATIONS: Moody's Raises Corp. Family Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded Valassis Communications, Inc.'s
Corporate Family Rating to Ba3 from B1, Probability of Default
Rating to Ba3 from B1, senior secured bank credit facilities to
Ba1 from Ba2, and senior unsecured notes to B1 from B3.  The
upgrades are driven by Moody's belief that Valassis' recent
amendment to its senior secured credit agreement indicates that it
is committed to using a portion of the News American Marketing
settlement proceeds to reduce debt, which along with continued
operating improvements will enable the company to reduce and
sustain its debt-to-EBITDA leverage (incorporating Moody's
standard adjustments) below 4x.  These actions conclude the review
for possible upgrade initiated on February 1, 2010.  The rating
outlook is positive.

Upgrades:

Issuer: Valassis Communications, Inc.

  -- Corporate Family Rating, Upgraded to Ba3 from B1

  -- Probability of Default Rating, Upgraded to Ba3 from B1

  -- Senior Secured Bank Credit Facility, Upgraded to Ba1, LGD2-
     21% from Ba2, LGD2-25%

  -- Senior Secured Convertible Bond, Upgraded to Ba1, LGD2-21%
     from Ba2, LGD2-25%

  -- Senior Unsecured Bond, Upgraded to B1, LGD5-74% from B3,
     LGD5-78%

Outlook Actions:

Issuer: Valassis Communications, Inc.

  -- Outlook, Changed to Positive from Rating Under Review

Valassis' Ba3 CFR reflects its ability to generate cash flow from
good market positions in a broad array of largely print-based
marketing services, its considerable scale and reach in its
business lines (99% of total U.S. households), good customer
diversity and modest debt-to-EBITDA leverage.  The rating is
further supported by the company's target for a more moderate
leverage profile, with a net debt-to-EBITDA target of 3.0x
(excluding Moody's standard adjustments).  Moody's believes
Valassis' target will continue to guide the use of cash and free
cash flow to reduce debt.  The company has repaid more than
$375 million of debt since the ADVO acquisition in March 2007,
driving a reduction in debt-to-EBITDA leverage to 4.2x (FY 2009
incorporating Moody's standard adjustments) from approximately
6.2x over that time frame.

The positive rating outlook is driven by the potential for
Valassis' leverage being sustained in the low 3x range if a
material amount and potentially all of the NAM settlement proceeds
are used to reduce debt.  The company's recent amendment to its
senior secured credit agreement allows Valassis to use up to
$325 million to repurchase its outstanding 8.25% senior notes due
2015.  In February, the company announced it had reached a
settlement of its outstanding lawsuits with NAM, a division of
News Corporation (Baa1 senior unsecured), whereby NAM paid
Valassis $500 million in cash and entered into a 10-year agreement
to distribute free standing inserts through Valassis' shared mail
platform.

Moody's estimates that Valassis' debt-to-EBITDA leverage (4.2x FY
2009 incorporating Moody's standard adjustments) would fall
meaningfully to 3.2x if $300 million of the senior notes are
repurchased, which is Moody's estimate of the net settlement
proceeds.  In Moody's view, leverage sustained in a low 3x range
could result in a one notch upgrade of Valassis' CFR to Ba2.

Moody's last rating action on Valassis was on February 1, 2010,
when the company's ratings were placed on review for upgrade
following the NAM settlement announcement.

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

Valassis Communications, Inc., headquartered in Livonia, MI,
offers a wide range of promotional and advertising products
including shared (direct) mail (about 57% of FY 2009 revenue),
free-standing inserts (16%), neighborhood targeting (20%),
sampling, coupon clearing and consulting and analytic services.
Annual revenue approximates $2.2 billion.


VERMILLION INC: Court OKs Management Incentive Plan for Directors
-----------------------------------------------------------------
Vermillion, Inc., disclosed that the United States Bankruptcy
Court for the District of Delaware issued an order on April 14,
approving a Management Incentive Plan for three directors of the
Board Gail S. Page, James S. Burns and John F. Hamilton.  Pursuant
to the Plan, Vermillion is authorized to distribute to the three
directors an aggregate of $5,000,000 in cash and 302,541 shares of
restricted stock, subject to a time-based vesting schedule.

"I am pleased with the Court's decision to approve the Plan as
well as the support from Vermillion's shareholders," said Dr.
William C. Wallen, Chairman of the Special Director Incentive
Compensation Committee of the Board.  "The Plan recognizes the
directors' efforts in successfully restructuring the company,
while incentivizes them to continue their efforts on behalf of the
company and its shareholders."

                      About Vermillion Inc.

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts is Paul, Hastings, Janofsky
& Walker LLP.  At September 30, 2008, the Debtor had $7,150,000 in
total assets and $32,015,000 in total liabilities.

In January 2010, Vermillion successfully emerged from protection
with all creditors receiving 100 percent of allowed claims and
with the common stock being fully restated.


VILLAGE GREEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Village Green I GP, a Nevada general partnership
        1437 Central Avenue, Suite 1200
        Memphis, TN 38104

Bankruptcy Case No.: 10-24178

Chapter 11 Petition Date: April 16, 2010

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: John L. Ryder, Esq.
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  E-mail: jryder@harrisshelton.com

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

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

According to the schedules, the Company says that assets total
$6,695,296 while debts total $8,743,371.

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

            http://bankrupt.com/misc/tnwb10-24178.pdf

The petition was signed by Eric Clauson, managing member, EP
Village Green Owner, LLC.


VIRGINIA RESOURCES: Moody's Assigns 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Penn
Virginia Resources Partners, L.P.  The assigned ratings include a
Ba3 Corporate Family Rating, a Ba3 Probability of Default Rating,
a B2 (LGD 5, 85%) rating to its proposed senior unsecured notes,
and a SGL-3 Speculative Grade Liquidity Rating.  The outlook is
stable.

Proceeds from the senior notes offering will be used to repay
outstandings under the company's senior secured revolving credit
facility.

"The Ba3 rating reflects PVR's comparably lower leverage relative
to similarly rated midstream Master Limited Partnerships," said
Ken Austin, Moody's Senior Credit Officer.  "In addition, the
durability of the cash flows from its long established coal
royalty business provides a partial offset to the more volatile
natural gas midstream business and high payout needs of the MLP
structure."

Although PVR is smaller in scale compared to the rest of the Ba3
midstream MLP peer group, its pro forma leverage (debt/EBITDA) of
approximately 3.5x compares favorably to the 4.5x average for the
peer group.  Despite new senior management and a reduced ownership
by Penn Virginia Corp., PVR is expected to maintain this
conservative financial leverage.  PVA maintains a recently reduced
indirect stake in PVR through a 26% ownership interest in Penn
Virginia Holdings, L.P., the general partner of PVR.  Although
there is a high likelihood that PVA will completely reduce its
stake in PVR, Moody's expects that the new management team at PVR
will continue the conservative financial policies of PVA and keep
leverage within the lower-end of the range for the Ba3 peer group.

As PVR continues to expand its natural gas gathering and
processing business, its consolidated earnings and cash flows are
expected to be more volatile.  For 2009, approximately one-third
of its EBITDA was generated from natural gas midstream business
and is likely to increase to as much as 50% over the next two
years.  While the more stable fee-based portion of this business
is expected to increase after the completion of the Marcellus
expansion, the majority of this business will still have price
risk and can be extremely volatile to the point of even generating
negative margins in some cases.  The company does employ hedging
to mitigate price and margin risk in this business, however, some
of it is considered "dirty" or proxy hedging, which is not a
perfect hedge and at times may not provide full protection.

However, Moody's expects that the coal royalty business, which is
much less volatile and has been part of the company's long
history, will still contribute approximately $100 million or more
of EBITDA going forward.  This fairly stable and durable business
provides a solid base of earnings and cash flows which helps to
offset some of the volatility of the natural gas midstream
business.  In addition, PVR could be opportunistic and acquire
additional coal reserves and increase its royalty business, or at
least offset the industry wide decline in coal production the
mature Central Appalachian basin.

The Ba3 CFR also reflects PVR's MLP structure, which entails
paying out substantially all of its cash flow (after interest and
maintenance capex) to unit holders.  Typically, the MLP structure
does not lend itself to absolute debt reduction and in most cases,
results in debt increasing, especially when a company embarks on
organic growth projects like PVR's Marcellus expansion.  Despite
the expectation that it will generate good returns for the
company, funding the Marcellus expansion will result in the
company taking on more debt as it maintains its current
distribution level in advance of realizing any cash flows from
this expansion.

The new notes are rated two-notches below the CFR in accordance
with Moody's Loss Given Default methodology.  Pro forma for notes
offering, the $800 million senior secured credit facility will
still be the dominant piece of the capital structure under the LGD
methodology, resulting in a rating two-notches below the CFR.

The stable outlook assumes that PVR's new management does not
materially change its business profile, strategy, and conservative
financial leverage as it may work to completely separate itself
from PVA.

PVR's SGL-3 speculative grade liquidity rating considers Moody's
expectation that PVR will have sufficient liquidity to cover its
cash needs for the next twelve months.  While the company will
have additional availability under its revolving credit facility
after the notes offering, this added liquidity will be partially
offset by the combination of the high payout nature of the MLP
model and the expansion projects currently underway.  This will
result in PVR outspending its cash flow over the next twelve
months, which should be sufficiently covered by the revolver
availability.  Moody's anticipates covenant compliance for the
revolver, ensuring accessibility over the next four quarters.

Penn Virginia Resource Partners, L.P., which is headquartered in
Radnor, Pennsylvania, is principally engaged in the management of
coal and natural resource properties and the gathering and
processing of natural gas in the United States.


VISTEON CORP: Can Hire Plews Shadley as Environmental Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
Visteon Corp. and its units to employ Plews Shadley Racher & Braun
LLP as their special environmental counsel.  The Debtors certified
to the Court that no objection was filed as to their request.

As previously reported, the Debtors specifically sought 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 -- assured 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: Court Allows $13.3 Million in Fees for Sept. to Nov.
------------------------------------------------------------------
The Fee Review Committee in Visteon Corporation and its debtor-
affiliates' Chapter 11 cases delivered to the U.S. Bankruptcy
Court for the District of Delaware a statement regarding its
review of the Second Interim Fee Applications of the estate
professionals employed by the Debtors and the Official Committee
of Unsecured Creditors.

The FRC has reviewed and commented on the Fee Applications of
these professionals retained by the Debtors:

  * Kirkland & Ellis LLP, as lead counsel
  * Pachulski Stang Ziehl & Jones LLP, as Delaware counsel
  * Dickinson Wright PLLC, as special counsel
  * Ernst & Young LLP for risk management, tax, acctg. services
  * Rothschild, Inc., as investment banker
  * Alvarez & Marsal, LLC, as restructuring advisors
  * Accretive Solutions-Detroit, Inc., as accounting, tax and
     business consultants

The FRC also reviewed and commented on the Fee Applications of
these professionals retained by the Creditors Committee:

  * Brown Rudnick LLP, as lead counsel
  * Ashby & Geddes P.A., as Delaware counsel
  * FTI Consulting, Inc., as financial advisor
  * Chanin Capital Partners, LLC, as restructuring and financial
     advisor

The FRC provided recommendations on the professionals' Fee
Applications where issues or concerns were noted.  The FRC
resolved all outstanding issues with all of the professionals
related to the Fee Applications, except for Ernst & Young LLP.

The reductions and changes to the Fee Applications for each of
the professionals are:

  * Kirkland & Ellis LLP -- The FRC and Kirkland & Ellis have
    agreed to a total reduction of $3,218 in fees and $340 in
    expenses.  The FRC also noted certain additional expense
    issues that required explanation.  The firm provided
    adequate responses to the FRC's questions.

  * Pachulski Stang Ziehl & Jones LLP -- The FRC and Pachulski
    Stang Ziehl & Jones have agreed to an expense reduction of
    $11.

  * Dickinson Wright PLLC -- The FRC and Dickinson Wright have
    agreed to an expense reduction of $70.  The FRC noted
    certain additional expense issues that required explanation.
    The firm provided adequate responses to the FRC's questions.
    The FRC did not request any reductions of those expenses.

  * Accretive Solutions-Detroit, Inc. -- The FRC noted no issues
    with Accretive's fee application.

  * Ernst & Young LLP -- The FRC noted certain expense issues
    That required explanation and also requested certain expense
    reductions.  Ernst & Young LLP has not yet responded to
    the FRC request, but has indicated that it is working on its
    response.

  * Rothschild, Inc. -- The FRC and Rothschild, Inc. have agreed
    to an expense reduction of $199.  Rothschild further advised
    the FRC that $4,890 of requested expense reductions were
    credited on prior invoices.

  * Alvarez & Marsal, LLC -- The FRC noted no issues with A&M's
    fee application.

  * Brown Rudnick LLP -- The FRC and Brown Rudnick have agreed
    to a reduction of fees of $12,361.  The FRC also noted
    certain expense issues that required explanation.  Brown
    Rudnick provided adequate responses to the FRC's questions.
    The FRC did not seek any reduction of expenses.

  * Ashby & Geddes P.A. -- The FRC noted certain issues that
    required explanation.  Ashby & Geddes provided adequate
    responses to the FRC's questions.  The FRC did not request
    any reduction of fees and expenses.

  * FTI Consulting, Inc. -- The FRC noted no issues with FTI's
    fee application.

  * Chanin Capital Partners, LLC -- The FRC noted no issues with
    Chanin's fee application.

In a separate filing, the Debtors delivered to the Court a
proposed form of order approving quarterly fee applications for
compensation and reimbursement of expenses based on the
recommendations of the Fee Review Committee.

                         *     *     *

Accordingly, Judge Christopher Sontchi awarded fees and expenses
to nine bankruptcy professionals of the Debtors and the Creditors
Committee for services rendered mostly for the quarter period
from September to November 2009.  An amount was also approved for
Rothschild Inc. for the fee period from May 28, 2009 to August
2009.

The Allowed Fees and Expenses for the Fee Period total
approximately $13,300,000.  Among others, Kirkland and Ellis was
awarded about $4,900,000 in fees and expenses and Alvarez & Marsal
was awarded about $2,800,000 in fees and expenses for the same
Quarter Fee Period.  A detailed list of the Allowed Fees and
Expenses is available for free at:

        http://bankrupt.com/misc/Visteon_Sep-NovFees.pdf

Ernst & Young and the Fee Review Committee have agreed to continue
the matter on the firm's September to November 2009 quarter fee
application to the May 12, 2010, omnibus hearing.

                    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: Court Okays Sale of 2 Plants to JCI for $17 Million
-----------------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America said it objects any sale
or purchase agreement that breaches Visteon Corporation and its
debtor-affiliates' obligation under a collective bargaining
agreement with the UAW.  UAW is the CBA representative of the
Debtors' hourly employees at their Highland Park, Michigan
facility.

As previously reported, Visteon Corporation and its debtor-
affiliates sought authority from the U.S. Bankruptcy Court for the
District of Delaware to sell two of their facilities that
manufacture parts for Chrysler LLC, to affiliates of Johnson
Controls Inc., for $17,086,475.  Specifically, Debtor VC Regional
Assembly & Manufacturing, LLC, specifically seeks the sell certain
assets located at Highland Park, Michigan, to Johnson Controls
Interiors LLC; and non-debtor Visteon subsidiary Carplastic S.A.
de C.V. seeks to sell certain assets located at Saltillo, Mexico,
to Johnson Controls Automotriz Mexico, S. de R.L. de C.V.

UAW asserts that the Visteon-UAW CBA contains a "successorship"
clause which requires that as a condition of any sale involving
the Highland Park facility, the purchaser must assume the
existing labor agreement.  "Given that the Debtors have negotiated
an asset purchase agreement [with Johnson Controls, Inc.] that
does not provide for a complete assumption of the UAW collective
bargaining agreement, the UAW objects to the proposed sale of the
Highland Park facility," says Susan E. Kaufman, Esq., at Cooch and
Taylor, P.A., in Wilmington, Delaware -- skaufman@coochtaylor.com

Clifford R. Peterson, Visteon Corp.'s managing director for
Corporate Transactions and Visteon Services, tells the Court that
in his opinion, the Debtors' entry into the Purchase Agreement
with Johnson Controls Inc. represents an exercise of their sound
business judgment and is in the best interests of their estates,
creditors and other parties-in-interest.  Mr. Peterson believes
that the terms of the JCI Purchase Agreement allow the Debtors to
exit the lines of business in a manner that maximizes value for
their estates, including achieving the highest price for the sale
of the assets.

In a letter filed with the Court, the Michigan Workers'
Compensation Agency wrote that it does not object to the JCI Sale
Motion.  MWCA, however, relates that it has recently learned that
VC Regional and Assembly Manufacturing LLC is uninsured for its
workers' compensation obligations in Michigan.  Thus, VCRAM is
currently considered to be in violation of the Michigan Workers'
Disability Compensation Act, MWCA asserts.  MWCA also filed an
informational letter to the Court providing the agency's view
regarding the current regulatory status of VCRAM.

                 Visteon & UAW Work Out Dispute

The Debtors relate that UAW's objection has been fully resolved
following negotiations among the parties.  In this light, the
Debtors certified to the Court that no other answer, objection or
responsive pleading has been filed as to the JCI Sale Motion.

                         Court Approval

Accordingly, the Court granted the Debtors' request.  The Debtors
are authorized to sell certain plants to Johnson Controls Inc. and
file under seal disclosure schedules related to the Purchase
Agreement with JCI.

                    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: Shareholders Want Official Committee
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that a group of
shareholders of 2.2% of the stock of Visteon Corp. is asking the
Bankruptcy Court to appoint an official committee representing
stockholders.  The shareholders, Cypress Management Master LP,
Lenado Capital Advisors LLC, and Goshawk Capital Corp., point to
the securities markets as showing that existing stock of the
autoparts maker shouldn't be wiped out in bankruptcy.  They allude
to some of Visteon's bonds that traded at face value or above,
thus proving, in the stockholders' opinion, that unsecured
creditors should be paid in full through the Chapter 11 case.

                      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)


VITERRA INC: S&P Puts 'BB+' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB+' issue-
level rating on Viterra Inc.'s senior notes on CreditWatch with
positive implications.  The 'BBB-' long-term corporate credit
rating and stable outlook on the company are unchanged.

"The CreditWatch placement follows the company's announced plans
to refinance its revolving credit facilities," said Standard &
Poor's credit analyst Donald Marleau.

The senior notes are rated one notch below the corporate credit
rating on Viterra because of the significant amount of priority
debt in the form of the existing C$800 million secured revolver,
as well as the notes' structurally subordinate position relative
to the A$1.2 billion revolver at Viterra's Australian operations.
With the new facility in place and after the company repays its
remaining loan, both the rated senior notes and the proposed
revolver will be unsecured, and will rank equally in priority.
Moreover, the new facility will be a parent-level obligation, thus
significantly reducing structural subordination from borrowings at
the Australian subsidiary.

"Standard & Poor's plans to resolve this CreditWatch in May 2010,
based on Viterra's time line for executing its new credit
facility.  Should the refinancing occur as proposed, S&P expects
to equalize the ratings on the senior notes with the 'BBB-' long-
term corporate credit rating on Viterra," Mr. Marleau added.


VYTERIS INC: Amends Employment Deal with CEO Hartounian, CFO Himy
-----------------------------------------------------------------
Vyteris, Inc., on April 8, 2010, amended the employment agreements
with both Dr. Haro Hartounian, its CEO, and Joseph Himy, its CFO,
both originally dated as of May 1, 2008.  The amendments to the
Employment Agreements provide as follows:

     -- The terms of the Employment Agreements are extended to
        November 30, 2011.

     -- Dr. Hartounian is to be granted up to 7,423,970 options,
        with 2,598,390 options granted each immediately and upon
        raising of $1,000,000 by the Company (with the initial
        5,196,780 options having been granted) and 2,227,191
        options granted upon raising of $7,000,000 by the Company.
        All options granted shall vest as follows: 35% immediately
        and 65% quarterly over three years from date of grant.

     -- Mr. Himy will be granted up to 2,227,191 options, with
        779,517 options granted each immediately and upon raising
        of $1,000,000 by the Company (with the initial 1,559,034
        options having been granted) and 668,157 options granted
        upon raising of $7,000,000 by the Company.  All options
        granted shall vest as follows:  35% immediately and 65%
        quarterly over three years from date of grant.

Fair Lawn, N.J.-based Vyteris, Inc. (OTC BB: VYTR)
-- http://www.vyteris.com/-- has developed and produced the first
FDA-approved, electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.

The Company's balance sheet as of December 31, 2009, showed
$2.6 million in assets and $11.4 million of debts, for a
stockholders' deficit of $8.8 million.

Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses and is dependent upon obtaining
sufficient additional financing to fund operations and has not
been able to meet all of its obligations as they become due.


VYTERIS INC: Lehman Brothers Bankhaus Holds 1.0% of Shares
----------------------------------------------------------
Lehman Brothers Bankhaus AG (i. Ins.) disclosed holding 607,002
shares or roughly 1.0% of the common stock of Vyteris, Inc., as of
March 30, 2010.

Fair Lawn, N.J.-based Vyteris, Inc. (OTC BB: VYTR)
-- http://www.vyteris.com/-- has developed and produced the first
FDA-approved, electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.

The Company's balance sheet as of December 31, 2009, showed
$2.6 million in assets and $11.4 million of debts, for a
stockholders' deficit of $8.8 million.

Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses and is dependent upon obtaining
sufficient additional financing to fund operations and has not
been able to meet all of its obligations as they become due.


WENTWORTH ENERGY: Posts $10,078,577 Net Loss for 2009
-----------------------------------------------------
Wentworth Energy, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended December 31, 2009.

Wentworth Energy reported a net loss of $10,078,577 for 2009 from
a net loss of $40,275,100 for 2008.  Total revenue was $516,848
for 2009 from $1,112,800 for 2008.

As of December 31, 2009, the Company had total assets of
$20,306,951 against total liabilities of $68,611,477, resulting in
stockholders' deficit of $48,304,526.  The December 31, 2009
balance sheet showed strained liquidity: The Company had total
current assets of $691,387 against total current liabilities of
$68,525,987.

In its April 14, 2010 report, MaloneBailey, LLP, in Houston,
Texas, said the Company suffered losses from operations and has a
working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.

Wentworth Energy, Inc., is an exploration and production company
engaged in oil and gas exploration, drilling and development.  The
Company has oil and gas interests in Anderson County, Freestone
County, and Jones County, Texas.


WESCORP ENERGY: December 31 Balance Sheet Upside-Down by $11.2 Mln
------------------------------------------------------------------
Wescorp Energy Inc. filed on April 15 its annual report on Form
10-K.

The Company's balance sheet as of December 31, 2009, showed
$1,003,740 in assets and $12,204,918 of debts, for a stockholders'
deficit of $11,201,178.

The Company reported a net loss of $7,077,420 on $863,942 of
revenue for 2009, compared with a net loss of $8,259,022 on
$1,006,261 of revenue for 2008.

Dale Matheson Carr-Hilton Labonte 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 not generated profits since inception, has incurred losses in
developing its business, and further losses are anticipated.  The
Company also requires additional funds to meet its obligations and
the costs of its operations.

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

               http://researcharchives.com/t/s?6052

Based in Calgary, Canada, Wescorp Energy Inc.
-- http://www.wescorpenergy.com/-- is an oil and gas operations
solution and engineering company committed to acquiring,
developing and commercializing technologies that are
designed to improve the management, environmental and economic
performance of field operations for oil and gas producers and to
provide solutions to help them overcome the tough operational
challenges they face.


WESTLAND DEVCO: Taps Navigant Capital as Financial Advisor
----------------------------------------------------------
Westland DevCo, LP, has asked for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Navigant
Capital Advisors, LLC, a financial advisor, nunc pro tunc to the
Petition Daet.

Navigant Capital will, among other things:

     a. provide independent assessment of the opportunities and
        risks related to the Debtor, and review the value
        enhancements and improvements to the Debtor's real estate
        holdings and the associated valuation effects thereof;

     b. review the Debtor's current debt structure and development
        of potential restructuring alternatives;

     c. communicate and/or negotiate with outside constituents,
        including creditors and their advisors in collaboration
        with management; and

     d. assist with respect to the development of restructuring
        plans related to the Debtor's current credit facilities.

Navigant Capital will be paid based on the hourly rates of its
personnel:

        Senior Managing Directors                $725-$875
        Senior Advisors                          $725-$875
        Managing Directors                       $625-$725
        Directors                                $525-$625
        Associate Directors                      $425-$525
        Managing Consultants                     $350-$425
        Consultants/Associates                   $245-$350
        Paraprofessionals                         $95-$125

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

Albuquerque, New Mexico-based Westland Devco, LP -- aka Westland,
Petroglyphs, Watershed, Strom Cloud, Sundoro South, and Grasslands
-- filed for Chapter 11 bankruptcy protection on April 5, 2010
(Bankr. D. Del. Case No. 10-11166).  Norman L. Pernick, Esq., and
Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, assist the Company in its restructuring effort.  Katten
Muchin Rosenmann LLP is the Company's corporate and finance
counsel.  The Company estimated its assets and debts at
$100,000,001 to $500,000,000.


WHITE BIRCH: Court Acknowledges Case as Foreign Main Proceeding
---------------------------------------------------------------
The Hon. Douglas O. Tice, Jr. of the U.S. Bankruptcy Court for the
Eastern District of Virginia acknowledged White Birch Paper
Company's Canadian proceeding as a foreign main proceeding.

The foreign representative is represented by:

     Jonathan L. Hauser
     Troutman Sanders LLP
     222 Central Park Avenue, Suite 2000
     Virginia Beach, VA 23462
     Tel: (757) 687-7768
     Fax: (757) 687-1505

White Birch Paper Company -- http://www.whitebirchpaper.com/-- is
the second largest newsprint manufacturer in North America with
operations in both Canada and the United States.

The Company filed for Chapter 15 on February 24, 2010 (Chapter 15
E.D. Va. Case No. 10-31234.)  White Birch's assets range from
$100,000,001 to $500,000,000 and liabilities range from
$500,000,001 to $1,000,000,000.

Its debtor-affiliate, Bear Island Paper Company, L.L.C., filed for
Chapter 11 (Bankr. Case No. 10-31202.)  In its petition, Bear
Island listed assets between $100,000,001 to $500,000,000 and
debts ranging from $500,000,001 to $1,000,000,000.


WILLIAM K HAINES: Was Until June 14 to Propose Reorganization Plan
------------------------------------------------------------------
William K. Haines, Jr., and Nancy J. Haines ask the U.S.
Bankruptcy Court for the Northern District of Ohio to extend their
exclusive period to file a plan of reorganization from April 15,
2010, to July 14, 2010.  The Debtors also request the Court to
extend their exclusive period for confirming their plan from
June 14, 2010 to September 12, 2010.

The Debtors are represented by:

     Anthony J. DeGirolamo
     Courtyard Centre, Suite 307
     116 Cleveland Avenue NW
     Canton, Ohio 44702
     Tel: (330) 588-9700
     Fax: 330-588-9713
     E-Mail: ajdlaw@sbcglobal.net

Massillon, Ohio-based William K. Haines, Jr. aka Bill Haines and
Nancy J. Haines filed for Chapter 11 on December 16, 2009 (Bankr.
N.D. OH Case No. 09-65171).  Anthony J. DeGirolamo, Esq., assist
the Debtors in their restructuring efforts.  In their petition,
the Debtors listed assets and debts both ranging from $10,000,001
to $50,000,000.


WORKSTREAM INC: Feb. 28 Balance Sheet Upside-Down by $15.5-Mil.
---------------------------------------------------------------
Workstream Inc. filed on April 14, 2010, its quarterly report on
Form 10-Q for the three months ended February 28, 2010.

The Company's balance sheet at February 28, 2010, showed
$14,564,794 in assets and $30,051,615 of debts, for a
stockholders' deficit of $15,486,821.

The Company reported a net loss of $20,624,691 on $3,961,775 of
revenue for the three months ended February 28, 2010, compared
with net income of $573,852 on $5,637,698 of revenue for the same
period ended February 28, 2009.

Results for the three months ended February 28, 2010, included a
non-cash impairment of goodwill of $6,347,788 associated with the
Career Networks operating segment and a non-cash loss on
extinguishment of debt of $13,071,440 relating to the exchange and
restructuring of senior secured notes in December 2009.

Cross, Fernandez & Riley, LLP, in Orlando, Fla., in its
report on the Company's financial statements for the year ended
December 31, 2009, expressed substantial doubt about about the
Company's ability to continue as a going concern.  The auditing
firm noted that the Company suffered recurring losses from
operations and, at May 31, 2009, had deficiencies in working
capital and equity.

"The Company has incurred substantial losses in recent periods
and, as a result, has a shareholders' deficit of $15,486,821 as of
February 28, 2010.  Losses for the nine months ended February 28,
2010, were $21,325,705 and losses for the years ended May 31,
2009, and 2008, were $4,856,356 and $52,616,875, respectively."

"Our ability to continue as a going concern depends primarily upon
our ability to generate positive cash flows from operations and
obtain sufficient additional financing, if necessary."

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

               http://researcharchives.com/t/s?6026

Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) --
http://www.workstreaminc.com/-- provides enterprise workforce
management solutions and services that help companies manage their
human capital management function.


XERIUM TECHNOLOGIES: Proposes to Pay Employee Obligations
---------------------------------------------------------
Xerium Technologies Inc. and its units employ approximately 3,290
employees worldwide.  The Debtors' workforce is composed of trade
workers, functional, administrative and managerial staff, sales
representatives, executives and manufacturing workers in North
America, South America, Europe and Asia.  The employees are either
salaried or paid on an hourly basis, the majority of which are in
the U.S., Canada, Austria and Germany.

Salaried Employees of the Debtors include approximately
executives, officers and other classified employees worldwide.
Hourly Employees include union-represented and non-union
employees.  Specifically, approximately 509 of the Hourly
Employees are members of various unions, each of which has a
collective bargaining agreement with the Debtors.  Of the 509
Union Employees, approximately 243 work at the Debtors' three
plants in the United States, which are located in Neenah,
Wisconsin; Kelso, Washington; and Starkville, Mississippi.  The
remaining Union Employees work at the Debtors' four plants in
Canada, which are located in Sherbrooke, Quebec; Nolih Bay,
Ontario; Kentville, Nova Scotia; and Warwick, Quebec

A list of the CBAs between the Debtors and the Unions is available
for free at http://bankrupt.com/misc/XeriumCBAs.pdf

With respect to payment of salary, wages and other compensation
and benefits, (i) Xerium, Stowe Woodward LLC, or Weavexx LLC,
serves as payroll agent or sponsor in the United States, (ii)
Xerium Canada, Inc., serves as payroll agent and sponsor in
Canada, (iii) Huyck Wangner Austria GmbH serves as payroll agent
and sponsor in Austria, and (iv) Xerium Germany Holding GmbH
serves as payroll agent and sponsor in Germany.

The Debtors also maintain, in the ordinary course of business, a
sales commission plan and sales incentive programs for certain
non-insider employees in the Debtors' sales, service, and
marketing operations, which provide incentives for employees to
achieve specific sales goals for certain targeted or new products.
Amounts owed in connection with Sales Incentive Plans are paid by
the Debtors to their employees on a monthly basis for the prior
month in which those amounts were earned.

The Debtors withhold from employees' wages (i) federal, state,
local, and foreign income withholding, payroll, employment,
unemployment, social security, and similar taxes, (ii) employee
contributions for health plans, disability, and additional life
insurance, (iii) employee contributions to Defined Contribution
Plans, (iv) legally ordered deductions including wage garnishments
and tax levies, (v) voluntary charitable contributions, (vi) union
dues, (vii) health care, flexible spending account and health
savings account contributions, (viii) other voluntary savings, and
(ix) other miscellaneous deductions.  On a regular basis, the
Debtors forward amounts equal to the Payroll Deduction Obligations
from their payroll account to appropriate third-party recipients.

The Debtors also established plans and policies or make
contributions to governmental authorities to provide their
Salaried and Hourly Employees and their eligible dependents, with
Welfare Benefits, which include (a) health benefits, including
medical, prescription drug, dental, mental health, and vision;
(b) disability benefits, including short and long-term disability;
(c) insurance benefits, including life insurance, death benefits,
business travel accident insurance and long-term care insurance;
and (d) health reimbursement and flexible spending account plans.

In the United States, the Debtors provide (i) business travel
accident insurance to all eligible employees at no cost under one
policy issued and administered by Zurich American Insurance
Company and (ii) long-term care insurance to all eligible
employees at no cost under one policy issued and administered by
Unum Life Insurance Company of America.  In Canada, the Debtors
provide all eligible employees with, at no cost to the employees,
(i) basic term life insurance under a policy issued and
administered by Great West Life Assurance Company and (ii) basic
accidental death and dismemberment insurance under a policy issued
and administered by ACE/INA.

Two Defined Contribution Plans are maintained by the Debtors for
the benefit of their U.S. employees.  The (i) Xerium Technologies,
Inc. Retirement Savings and Investment Plan for U.S. Salaried and
Non-Hourly Employees and (ii) Xerium Technologies, Inc. Retirement
Savings and Investment Plan for U.S Employees with A Collective
Bargaining Agreement provide for pre-tax salary contributions of
eligible compensation up to the limits set by the Internal Revenue
Code.

In the United States, the Debtors also sponsor two tax-qualified
defined benefit pension plans for the benefit of employees with
respect to which the Debtors are required to make contributions in
accordance with the Employee Retirement Income Security Act of
1974, as amended, and the IRC of 1986, as amended, which are made
on a quarterly basis in the approximate amount of $310,000.
Benefits under the Defined Benefit Plans vest after five years of
service, and participants may collect benefits upon reaching the
age of 65.

The Debtors also maintain supplemental executive retirement plans
-- or the SERPs -- for employees in the United States, which are
not qualified under the Internal Revenue Code for tax purposes.
The SERPs provide certain Salaried Employees and executives with
additional funds upon retirement beyond the caps imposed by the
Defined Benefit Plans.  Furthermore, the Debtors make payments
under voluntary early retirement plans or agreements and other
special payment arrangements for employees in the United States,
which are not qualified under the Internal Revenue Code for tax
purposes.  The VERPs and special payment arrangements are non-
funded liabilities.

As of the Petition Date, the Debtors estimate that approximately
$5 million of their employee obligations with respect to the
prepetition period is accrued and unpaid, consisting of:

  * $36,000 owed to executives;

  * $436,000 in wages to hourly employees;

  * $490,000 under the Sales Incentive Plans,

  * $275,000 of paid vacation and holiday time for employees;

  * $24,000 with respect to paid leaves of absence;

  * $134,000 in outstanding and unpaid severance payments;

  * $1.1 million in Health Benefits for Hourly Employees and
    $600,000 for Salaried Employees;

  * $56,000 in outstanding annual premiums to Hartford, Great
    West Life, ACE/INA, Zurich, and Unum;

  * $745,000 of social insurance program due and unpaid to
    Xerium Germany and Huyck Wangner

  * $25,000 in contributions, and $310,000 in funding
    obligations under the Defined Benefit Plans;

  * $30,000 in contributions under the SERPs;

  * $8,000 in contributions under the VERPs;

  * $157,000 in reimbursable expenses incurred by employees
    under the Debtors' existing policies;

  * $13,000 in reimbursements to employees for protective
    footwear and prescription safety glasses, or safety
    equipment;

  * $5,000 in unpaid reimbursement of costs associated with sale
    and purchase of a home, among other things, as a way to
    incentivize employees;

  * $4,000 in job-related education expenses payable to eligible
    employees;

  * $6,000 in business-related transportation policies for
    approximately 106 employees;

  * $407,000 in reimbursable business expenses with respect to
    the American Express Corporate Card Program with AMEX Travel
    Related Services Company, Inc., for the purchase of goods
    and services incidental to the Debtors' business; and

  * $18,000 in administrative obligations to professionals,
    consultants and other administrators that facilitate the
    Debtors' payroll, Welfare Benefits, Health Benefits,
    Insurance Benefits and Defined Contribution Plans.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, contends that during the first 21 days
following the Petition Date, subject to the $10,950 per employee
cap set forth in Sections 507(a)(4) and 507(a)(5) of the
Bankruptcy Code, approximately $4.3 million will be due and
payable as interim amount with respect to the Prepetition Employee
Obligations.

By this motion, the Debtors seek authority from Judge Kevin Carey
of the U.S. Bankruptcy Court for the District of Delaware to pay
the Prepetition Employee Obligations in excess of the Interim
Amount.  Pending the Final Order, the Debtors ask the Court to
allow them to pay, on an interim basis, the Prepetition Employee
Obligations in an amount not to exceed the Interim Amount.

The Debtors also ask Judge Carey to direct banks and other
financial institutions to receive, process, honor and pay -- to
the extent of funds on deposit, any and all transfer requests by
the Debtors.  A list of the Debtors' accounts with the Banks is
available for free at:

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

                       *     *     *

The Court approved the Debtors' request on an interim basis.  In a
supplemental order, Judge Carey authorized the Debtors to pay, on
an interim basis, any obligations with respect to short-term
disability in an aggregate amount not to exceed $30,000.

A final hearing on the Motion will be held on April 28, 2010.
Objections, if any, must be filed on April 24.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


XERIUM TECHNOLOGIES: Proposes to Use Lenders' Cash Collateral
-------------------------------------------------------------
Xerium Technologies, Inc., and certain of its subsidiaries are
parties to a prepetition credit facility consisting of a
$50 million revolving credit facility and seven term loans with an
aggregate original principal balance of $650 million.  Xerium also
entered into two prepetition interest rate swaps, one with an
original notional amount of $132,808,000 and another with an
original notional amount of EUR77,723,000.

Most of the cash, cash equivalents, and other amounts on deposit
or maintained in the Debtors' bank accounts constitute proceeds
which, to the extent subject to valid and perfected liens, are the
cash collateral of Prepetition Secured Parties, John R. Rapisardi,
Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates.

An immediate and critical need exists for the Debtors to obtain
postpetition financing and use cash collateral to continue the
operation of their businesses, Mr. Rapisardi tells the Court.

Accordingly, the Debtors sought and obtained interim authority
from Judge Carey to use the Cash Collateral until, among others,
the termination of the DIP Facility following the occurrence of an
event of default or the date on which the bankruptcy cases are
converted to a case under Chapter 7 of the Bankruptcy Code.

The Cash Collateral will be used in the ordinary course of
business in accordance with the 13-Week Budget, a full-text copy
of which is available for free at:

          http://bankrupt.com/misc/xerium13weekbudget.pdf

To the extent that their interests in the Collateral constitute
valid and perfected security interests and liens as of the
Petition Date, the Prepetition Secured Parties are entitled,
pursuant to Sections 361 and 363(e) of the Bankruptcy Code, to
adequate protection of their interests in the Collateral to the
extent of any diminution in the value of the Collateral from and
after the Petition Date.

As adequate protection for any diminution in value, the
Prepetition Secured Parties will be granted:

  (a) liens on the Collateral, subject only to (i) liens granted
      in favor of the DIP Agent and the DIP Lenders and (ii) the
      Carve-Out and any Permitted Liens and Additional Permitted
      Liens,

  (b) a superpriority claim, subject only to (i) the
      superpriority claims granted in favor of the DIP Agent and
      the DIP Lenders and (ii) the Carve-Out and any claim
      secured by Permitted Liens or Additional Permitted Liens,

  (c) payment of cash in an amount equal to all accrued and
      unpaid interest (whether prepetition or postpetition)
      under the Credit Facility and the Secured Swap Termination
      Agreement, as applicable, and

  (d) payment of reasonable fees and expenses incurred by the
      Prepetition Administrative Agent and the Prepetition
      Secured Lenders under the Credit Facility and by the
      Secured Swap Counterparty under the Secured Swap
      Termination Agreement (in each case, including reasonable
      fees and expenses of legal and financial professionals).

                          *     *     *

The Court will convene a hearing on April 28, 2010, at 10:00 a.m.
(EDT) to consider entry of the final DIP order.  Any objections to
the entry of the Final Order must be filed on or before
April 19.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


XERIUM TECHNOLOGIES: Seeks to Obtain $80 Million DIP Financing
--------------------------------------------------------------
Xerium Technologies, Inc., and its debtor affiliates seek
authority from Judge Kevin Carey of the U.S. Bankruptcy Court for
the District of Delaware to obtain postpetition senior secured
financing comprised of (a) a senior secured revolving loan
facility of $20 million and (b) a senior secured term loan credit
facility of $60 million, which includes a letter of credit
subfacility of $20 million.

The DIP Facility will be used to fund working capital and general
corporate purposes, the administration and prosecution of the
Chapter 11 cases, adequate protection payments, and related
transaction costs, fees and expenses associated with the
DIP Facility.

The Debtors have sought and obtained interim authority from Judge
Carey to use the DIP loans.  According to John R. Rapisardi, Esq.,
at Cadwalader, Wickersham & Taft LLP, in New York, absent the
interim ability to use the pending entry of the Final Order, the
Debtors will not have sufficient cash on hand to enable them to
satisfy their postpetition obligations as they come due.
Accordingly, access to these funds on an interim basis is
necessary to avoid immediate and irreparable harm to the Debtors'
estates by ensuring that they have sufficient liquidity to
continue their business operations uninterrupted during the period
prior to entry of the Final Order, to fund the administration and
prosecution of their cases, and to satisfy the proposed adequate
protection payments to the Prepetition Secured Parties, Mr.
Rapisardi adds.

The Debtors have provided a budget to the DIP Agent, which
forecasts projected cash flow for the 13-week period following the
Petition Date, and which budget has been approved in form and
substance by the DIP Agent.  A full-text copy of the 13-Week
Budget is available for free at:

          http://bankrupt.com/misc/xerium13weekbudget.pdf

Mr. Rapisardi notes that, as evidenced by the Budget, the DIP
Facility is appropriately sized given the Debtors' projected
liquidity needs during their bankruptcy cases.  The Debtors
believe that the Budget is feasible and will provide them with
sufficient liquidity to operate during the pendency of their
Chapter 11 cases without the accrual of unpaid administrative
expenses.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/xeriumintdipord.pdf

                    Terms of the DIP Facility

  Borrower:                       Xerium Technologies, Inc.

  Guarantors:                     All U.S. Debtors other than
                                  the DIP Borrower

  Administrative Agent
  and Collateral Agent:           Citicorp North America, Inc.

  Sole Lead Arranger
  and Sole Bookrunner:            Citigroup Global Markets Inc.

  DIP Lenders:                    A syndicate expected to be
                                  comprised of banks, financial
                                  institutions and other
                                  entities

  Term:                           Unless accelerated as a result
                                  of an Event of Default, the
                                  earlier of (a) 120 days after
                                  the Closing Date, (b) the date
                                  the Revolver Commitment is
                                  permanently reduced to zero,
                                  (c) the date of the
                                  termination of the Revolver
                                  Commitment, (d) May 5, 2010,
                                  if the Final Order has not
                                  been entered by the Court on
                                  or before that date, (e) the
                                  closing date of any sale of
                                  all or substantially all of
                                  the assets of the Debtors
                                  pursuant Section 363 of the
                                  Bankruptcy Code that has been
                                  approved by an order of the
                                  Court, and (f) the effective
                                  date of a Plan of
                                  Reorganization that has been
                                  confirmed by order of the
                                  Court.

  Amortization:                   None.

  Interest Rates:                 At the DIP Borrower's
                                  election, the DIP Loans will
                                  be LIBOR Loans or ABR Loans.

                                  LIBOR Loans: LIBOR Rate +
                                  4.50% per annum.

                                  ABR Loans: Alternate Base Rate
                                  + 3.50% per annum.

                                  Default Rate: Applicable rate
                                  + 2.00% per annum.

                                  If an Event of Default occurs
                                  and is continuing under the
                                  DIP Facility, each LIBOR Loan
                                  will convert to an ABR Loan at
                                  the end of the Interest Period
                                  then in effect for that LIBOR
                                  Loan.

  Fees:                           Upfront Fee: 0.50% of the Term
                                  Loan Commitments and 1.00% of
                                  the Revolving Commitments.

                                  Commitment Fee: 1.00% per
                                  annum on the average daily
                                  amount of the unused Revolving
                                  Commitments.

                                  Letter of Credit Fee: 0.25%
                                  per annum on the average
                                  aggregate daily amount
                                  available to be drawn under
                                  the Letters of Credit.

  Liens and Priorities:           The DIP Loans will be afforded
                                  certain liens and claims,
                                  including priming liens,
                                  priority liens, and
                                  superpriority claims, on
                                  property of the estate.

  Carve-Out:                      All fees required to be paid
                                  pursuant to Sections 156(c)
                                  and 1930 of Title 28 and all
                                  unpaid allowed fees, expenses,
                                  and disbursements of the
                                  Debtors' professionals and any
                                  statutory committee incurred
                                  post-Event of Default up to
                                  $3,000,000 (plus all unpaid
                                  professional fees, expenses,
                                  and disbursements of the
                                  Debtors' professionals and any
                                  statutory committee incurred
                                  prior to an Event of Default
                                  to the extent allowed at any
                                  time).

  Waiver of Rights:               Upon entry of the Final Order,
                                  the Debtors waive certain
                                  rights and causes of actions
                                  against the Prepetition Agents
                                  and the Prepetition Secured
                                  Lenders, and the time within
                                  which any non-Debtor party in
                                  interest or statutory
                                  committee may challenge the
                                  obligations to, or liens of,
                                  the Prepetition Agents and the
                                  Prepetition Secured Lenders
                                  will be limited to the earlier
                                  of (i) 60 days from the date
                                  of appointment of a Committee,
                                  if brought by the Committee,
                                  and (ii) June 14, 2010, if
                                  brought by any non-Debtor
                                  party other than the
                                  Committee.  A Challenge,
                                  however, may not be commenced,
                                  asserted or continued by a
                                  Committee or any other non-
                                  Debtor party if a Plan of
                                  Reorganization that provides
                                  for the allowance of the
                                  Prepetition Indebtedness or
                                  otherwise resolves the
                                  Challenge has been confirmed
                                  and consummated.  The Final
                                  Order also will prohibit the
                                  assertion of all other claims
                                  under Section 506(c) of the
                                  Bankruptcy Code against the
                                  Prepetition Secured Parties,
                                  the DIP Agent, and the DIP
                                  Lenders.

  Conditions to Borrowing:        Customary borrowing
                                  conditions, including: (a)
                                  entry of the Interim Order or
                                  Final Order, as the case may
                                  be, (b) absence of any
                                  administrative claim that is
                                  senior to, or pari passu with,
                                  the superpriority claim of the
                                  DIP Agent and the DIP Lenders
                                  (other than claims secured by
                                  Permitted Liens, Additional
                                  Permitted Liens, or the Carve
                                  Out), (c) absence of any
                                  Default or Event of Default,
                                  (d) representations and
                                  warranties contained in the
                                  DIP Agreement are true and
                                  correct, and (e) extension of
                                  credit is consistent with the
                                  Budget.

All loans and obligations under the DIP Facility will:

  (a) Pursuant to Section 364(c)(1) of the Bankruptcy Code,
      constitute superpriority claims against each of the
      Debtors, with priority over any and all administrative
      expenses, diminution claims, all claims of any kind
      asserted by the Prepetition Secured Parties arising under
      the Interim Order or the Final Order, and all other claims
      against the Debtors, subject only to the Carve-Out and any
      claim secured by Permitted Liens or Additional Permitted
      Liens.

  (b) Pursuant to Section 364(c)(2) of the Bankruptcy Code, be
      secured by a perfected first priority lien on all existing
      and after-acquired real and personal, tangible and
      intangible, property of the Debtors' estates not subject
      to valid, perfected, and non-avoidable liens as of the
      Petition Date, including, upon entry of the Final Order,
      all causes of action arising under Chapter 5 of the
      Bankruptcy Code and all their proceeds, subject only to
      the Carve-Out and any Permitted Liens and Additional
      Permitted Liens.

  (c) Pursuant to Section 364(d)(1) of the Bankruptcy Code, be
      secured by a perfected first priority, senior priming lien
      on all of the Collateral that is subject to existing liens
      that secure the obligations of the DIP Obligors under or
      in connection with the Credit Facility and the Secured
      Swaps, which senior priming liens will also prime any
      liens granted after the Petition Date to provide adequate
      protection to the Prepetition Secured Parties, but will
      be subject to the Carve-Out and any Permitted Liens and
      Additional Permitted Liens.

Except with respect to liens on Avoidance Actions, the liens
securing the DIP Facility will be valid, perfected, enforceable,
and effective as of March 30, 2010, without any further action by
the DIP Obligors, the DIP Agent, or the DIP Lenders and without
necessity of the execution by the DIP Obligors of mortgages,
security agreements, pledge agreements, financing statements, or
other agreements.

A full-text copy of the DIP Agreement is available for free
at http://bankrupt.com/misc/xeriumdippact1.pdf

As required by the DIP Agent, the Commitment Letter, dated
February 26, 2010, between Xerium and Citigroup Global Markets
Inc., provides that the Fee Letter, dated February 26, 2010,
between Xerium and Citigroup Global Markets Inc., and its contents
will be treated as confidential information pursuant to Rule 9018
of the Federal Rules of Bankruptcy Procedure.  The
Debtors have provided a copy of the Fee Letter to the U.S.
Trustee, and have sought and obtained the Court's permission to
file the Fee Letter under seal.

                        Cash Flow Forecast

The Debtors submitted to the U.S. Bankruptcy Court for the
District of Delaware their 13-week cash flow forecast, pursuant to
their Superpriority Priming Senior Secured Debtor-in-Possession
Credit and Guaranty Agreement.

A full-text copy of the 13-Week Cash Flow is available for free at
http://bankrupt.com/misc/XeriumDIP13WeekBudget.pdf

The Debtors have sought and obtained the Judge Kevin Carey's
authority, on an interim basis, to enter obtain financing
comprised of (a) a senior secured revolving loan facility of
$20 million and (b) a senior secured term loan credit facility of
$60 million, which includes a letter of credit subfacility of
$20 million.

The Court will convene a hearing on April 28, 2010, at 10:00 a.m.
(EDT) to consider entry of the final DIP order.  Any objections to
the entry of the Final Order must be filed on or before
April 19.

                            *     *     *

The Court will convene a hearing on April 28, 2010, at 10:00 a.m.
(EDT) to consider entry of the final DIP order.  Any objections to
the entry of the Final Order must be filed on or before April 19.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


XERIUM TECHNOLOGIES: Wants Order Enforcing Automatic Stay
---------------------------------------------------------
Xerium Technologies Inc. and its units operate a complex, global
business and maintain extensive dealings with certain vendors,
suppliers, customers and other parties who operate outside of the
United States.  Specifically, the Debtors have a global footprint
that includes manufacturing facilities strategically located in
the major paper-producing regions of North America, Europe, South
America and Asia-Pacific.  The Debtors sell their products in
approximately 65 countries other than the United States, which
represented approximately 73% of their net sales in 2009.

Consequently, numerous customers, suppliers, creditors and other
stakeholders reside outside of the United States and may not be
familiar with U.S. bankruptcy law.

To ensure that the protections already provided in the Bankruptcy
Code are enforced across the Debtors' assets and operations
worldwide, the Court, at the Debtors' behest, ruled that, pursuant
to Section 362 of the Bankruptcy Code, all persons (including
individuals, partnerships, corporations and all those acting for
or on their behalf) and all foreign or domestic governmental units
(and all those acting for or on their behalf) are stayed,
restrained and enjoined from:

  (a) commencing or continuing a judicial, administrative, or
      other action or proceeding against the Debtors, including
      the issuance or employment of process, that was or could
      have been initiated before the Debtors' Chapter 11 cases
      commenced;

  (b) enforcing, against the Debtors or their estates, a
      judgment obtained before the commencement of the Debtors'
      Chapter 11 cases;

  (c) collecting, assessing, or recovering a prepetition claim
      against the Debtors;

  (d) taking any action to obtain possession of property of the
      Debtors' estates or of property from the estate or to
      exercise control over property of the Debtors' estates;

  (e) taking any action to create, perfect or enforce any lien
      against property of the Debtors' estates;

  (f) taking any action to create, perfect or enforce any lien
      against property of the Debtors, to the extent that that
      lien secures a prepetition claim; and

  (g) offsetting any prepetition debt owing to the Debtors
      against any claim against the Debtors.

The Court also ruled that all persons and all foreign and domestic
governmental units, and all those acting on their behalf, are
stayed, restrained and enjoined from, in any way seizing,
attaching, foreclosing upon, levying against, or in any other way
interfering with any and all property of the Debtors or their
estates wherever located.

Pursuant to Section 365, all persons are prohibited from modifying
or terminating any executory contract or unexpired lease, or any
right or obligation under those contracts or leases, at any time
after the Petition Date solely because of a provision in that
contract or lease that is conditioned on:

  -- the insolvency or financial condition of the Debtor
     counterparty at any time before the closing of the Debtors'
     Chapter 11 cases;

  -- the commencement of the Debtors' Chapter 11 cases; or

  -- the appointment of a trustee in the Debtors' Chapter 11
     cases.

Pursuant to Section 525, all foreign and domestic governmental
units are prohibited and enjoined from (i) denying, revoking,
suspending, or refusing to renew any license, permit, charter,
franchise, or similar grant to the Debtors, (ii) placing
conditions on that grant to the Debtors, or (iii) discriminating
against any of the Debtors solely because any of the Debtors is a
debtor under the Bankruptcy Code, or may have been insolvent
before or during the Chapter 11 cases.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


YOUNG BROADCASTING: Court to Confirm Management Plan
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy
Arthur J. Gonzalez wrote a 62-page opinion approving the
reorganization plan proposed by Young Broadcasting Inc.

According to the report, Judge Gonzalez rejected a competing plan
proffered by the Official Committee of Unsecured Creditors.

Unsecured creditors had voted down the Committee Plan and favored
the Company Plan.  Noteholders, on the other hand, nearly
unanimously voted for the Committee Plan.

Under the Company Plan, secured lenders owed $338 million are to
have all the new stock, $75 million in a new secured term loan,
the new common stock and warrants.  General unsecured creditors
will split $1 million cash.  Noteholders would have received
warrants for 2.5% of the new stock, if they voted in favor of the
Plan.

The Committee Plan offered the same treatment for general
unsecured creditors.  The Committee Plan was based on reinstating
the existing secured debt, which would mature in November 2012
with $325 million outstanding.  The Committee Plan would have
given noteholders 10% of the new stock, the ability to participate
in a rights offering for $45.6 million in preferred stock and 80%
of the new common stock, for a predicted 2% recovery.

According to the Bloomberg report, a defect in the Committee Plan
involved the current owner Vincent Young.  To prevent a "change in
control", Young was to have 10% of the new equity, in the form of
all of the equity in one of two new classes of common stock.
Judge Gonzalez concluded, after four days of trial in January,
that there was nevertheless a change of control, unlike Charter
Communications Inc.  The lenders took the position that their loan
agreement was violated by the change in control and couldn't
reinstated because there was a default that couldn't be cured.
Principally, the noteholders failed with their plan because Judge
Gonzales came to the conclusion that the company couldn't pay off
the bank debt at maturity in 2012 either through refinancing or
sale.  The judge ruled, as a finding of fact, that being able to
repay the debt "is both unsubstantiated and purely speculative."
The judge viewed the testimony as not showing it was "reasonably
probable" that the maturing debt could be repaid.  He said that
the plan failed to show feasibility required in bankruptcy law.

Judge Gonzalez said he would sign a confirmation order approving
the Company Plan.

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort.  The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.


ZAYAT STABLES: Files Plan to Pay Secured Lender in Full Over Time
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Zayat Stables LLC, as
required by its financing agreement with secured lender Fifth
Third Bank, filed a proposed Chapter 11 plan and explanatory
disclosure statement on April 16.  The Plan calls for paying the
bank in full over five years on the outstanding loan of about
$34.5 million.  The reorganization plan calls for beginning to pay
the bank's interest and principal if the claim is approved by the
Bankruptcy Court.  Unsecured creditors, with $1.2 million in
claims, are to be paid in full without interest over two years.

According to the report, the survival of Zayat Stables may depend
on the 136th running of the Kentucky Derby to be held May 1.
Zayat owns Eskendereya, an early favorite to win the Derby.  The
horse won the Wood Memorial at Aqueduct on April 3, the last major
tune-up before the Derby.

                        About Zayat Stables

Hackensack, New Jersey-based Zayat Stables owns of 203
thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


* Bank Failures This Year Now 50 As 8 Banks Shut April 16
---------------------------------------------------------
Regulators closed eight banks -- Lakeside Community Bank, Sterling
Heights, MI; Innovative Bank, Oakland, CA; City Bank, Lynnwood,
WA; AmericanFirst Bank, Clermont, FL; Butler Bank, Lowell, MA;
First Federal Bank of North Florida, Palatka, FL, Riverside
National Bank of Florida, Fort Pierce, FL, Tamalpais Bank, San
Rafael, CA -- on April 16, raising the total closings for this
year to 50.

To protect depositors, the Federal Deposit Insurance Corporation
(FDIC) entered into a purchase and assumption agreement with TD
Bank, N.A., for the assumption of deposits and takeover of
operations of AmericanFirst Bank, First Federal, and Riverside
National.

The FDIC was able to find banks who are assuming the deposits and
taking over operations of all banks -- except one -- closed last
Friday.  The FDIC entered into an agreement with First Michigan
Bank, Troy Michigan, to accept Lakeside Community Bank's direct
deposits from the federal government, such as Social Security and
Veterans' payments.  However, the FDIC was unable to find another
financial institution to take over the banking operations of
Lakeside Community Bank.

TD Bank, National Association, Wilmington, Delaware, acquired the
banking operations, including all the deposits, of three Florida-
based institutions AmericanFirst Bank, First Federal, and
Riverside National.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

                   702 Banks on Problem List

In its quarterly banking profile, the Federal Deposit Insurance
Corp. said that the number of institutions on its "Problem List"
rose to 702 at the end of 2009, from 552 at the end of the third
quarter and 252 at the end of 2008.

The FDIC, in its February 23 report, said that total assets of
"problem" institutions were $402.8 billion at yearend 2009,
compared with $345.9 billion at the end of September and $159.0
billion at the end of 2008.  Both the number and assets of
"problem" institutions are at the highest level since June 30,
1993.

The Deposit Insurance Fund (DIF) decreased by $12.6 billion during
the fourth quarter to a negative $20.9 billion (unaudited)
primarily because of $17.8 billion in additional provisions for
bank failures.  Also, unrealized losses on available-for-sale
securities combined with operating expenses reduced the fund by
$692 million.  Accrued assessment income added $3.1 billion to the
fund during the quarter, and interest earned, combined with
termination fees on loss share guarantees and surcharges from the
Temporary Liquidity Guarantee Program added $2.8 billion.  For the
year, the fund balance shrank by $38.1 billion, compared to a
$35.1 billion decrease in 2008.  The DIF's reserve ratio was
negative 0.39% on December 31, 2009, down from negative 0.16% on
September 30, 2009, and 0.36% a year ago.  The December 31, 2009,
reserve ratio is the lowest reserve ratio for a combined bank and
thrift insurance fund on record.

Forty-five insured institutions with combined assets of
$65.0 billion failed during the fourth quarter of 2009, at an
estimated cost of $10.2 billion.  For all of 2009, 140 FDIC-
insured institutions with assets of $169.7 billion failed, at an
estimated cost of $37.4 billion.  This was the largest number of
failures since 1990 when 168 institutions with combined assets of
$16.9 billion failed.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Dec. 31, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q4_09.pdf


* SEC Probes Other Soured Mortgage Deals by Wall Street's Firms
---------------------------------------------------------------
American Bankruptcy Institute reports that the Securities and
Exchange Commission, after having hit Goldman Sachs Group Inc.
with a civil fraud charge on Friday, is investigating whether
other mortgage deals arranged by some of Wall Street's biggest
firms may have crossed the line into misleading investors.


* Perkins Coie Opens Dallas Office; Steve Smith to Take Charge
--------------------------------------------------------------
Perkins Coie has opened an office in Dallas, Texas.  Former
Greenberg Traurig shareholder, Steven R. Smith, has joined the
firm and will be partner in charge of the office.  Smith will
focus his practice on real estate workouts and lending.  His
experience adds depth to the firm's growing national Real Estate
Workouts practice.

The new Dallas office allows Perkins to better serve the interests
of national clients in Texas.  The addition of Smith helps Perkins
expand its representation of Commercial Mortgage Backed Securities
(CMBS) special servicer clients -- many of which have offices in
Dallas.

"I am very excited about joining Perkins Coie," Smith noted. "It
is an exceptional law firm and will provide a solid platform for
expanding the CMBS special servicer practice."

"It is a testament to our growing strength as a national firm that
Steve has chosen to join us," said Perkins Managing Partner Bob
Giles.  "We are committed to expanding our real estate
capabilities and Steve will help us pursue that strategic goal.
We are delighted to have him join the firm."

Smith's real estate and commercial law practice focuses on real
estate workouts and lending.  His work with real estate clients
includes the representation of CMBS special servicers, as well as
the representation of conduit and other lenders involved in the
financing of commercial real estate.  In such regard, he has
experience working with defeasance transactions, assumptions, loan
modifications, REMIC tax issues, pooling and servicing agreement
compliance and review, real estate workouts, receiverships,
foreclosure, bankruptcies, asset dispositions, litigation, and
loan sales.

The addition of Smith reflects Perkins' continuing efforts to
expand its national presence through strategic acquisitions and
lateral hires.  Since 2005 the firm has added over 200 lateral
attorneys in a variety of practice groups.

"Adding Steve to our firm and opening our Dallas office brings
even greater depth to the services we can provide our clients,"
said Mark Birnbaum, chair of the firm's Real Estate Workouts
practice group.  "Steve adds considerable expertise and allows us
to expand our relationships with our existing CMBS special
servicer clients."

Smith joins a Real Estate group of nearly 50 attorneys that
provides clients with comprehensive services encompassing the full
range of commercial real estate and development issues.  In
addition to its representation of clients in restructurings and
workouts, the team has experience in a wide variety of projects,
including resort hotels, golf course and housing developments,
mixed use projects, corporate campuses, retirement communities,
industrial facilities and public/private developments.  The group
helps clients with all aspects of the financing, acquisition,
development and disposition of major projects nationally and
internationally and helps corporate clients with the lease and
sublease of commercial space.  acked by the resources of more than
700 attorneys, the Real Estate group advises clients on the entire
range of ancillary issues that arise in real estate transactions,
including tax, environmental and bankruptcy matters.

Perkins offers a broad range of services, including litigation,
corporate finance, intellectual property, real estate and labor
and employment law.  The firm operates from 14 offices in the
United States and offers international capability through its
offices in Beijing and Shanghai.

Perkins has been recognized for its accomplishments in the legal
profession, its commitment to diversity and excellent client
service.  In January, the firm was recognized by FORTUNE magazine,
for the eighth consecutive year, as being one of the "100 Best
Places to Work."  In addition, for the second consecutive year,
the firm was named one of the "2009 Best Law Firms for Women" by
Working Mother magazine and national consulting firm Flex-Time
Lawyers LLC and also earned the Human Rights Campaign Foundation's
top rating of 100 percent in the 2009 and 2010 Corporate Equality
Index.  The firm also received the Corporate Partnership Award for
Supporting People with Disabilities.

                       About Perkins Coie

With more than 700 lawyers in 16 offices across the United States
and in China, Perkins Coie serves great companies ranging in size
from start-ups to FORTUNE 100.


* INSOL Discloses Global Insolvency Practice 2nd Graduating Class
-----------------------------------------------------------------
INSOL International discloses the second graduating class of its
Global Insolvency Practice Course.  These successful participants
are now formally recognized as a Fellow, INSOL International:

  -- Justin Cadman, McLaren Knight, Australia;

  -- Mathew Clingerman, Krys & Associates (Cayman) Ltd., Cayman
     Islands;

  -- Jane Dietrich, Fraser Milner Casgrain LLP, Canada;

  -- Stewart Maiden, Barrister, Owen Dixon Chambers West,
     Australia;

  -- Craig Martin, Edwards Angell Palmer & Dodge LLP, USA;

  -- James Pomeroy, PricewaterhouseCoopers Inc., Canada;

  -- Stathis Potamitis, Potamitisvakris, Greece;

  -- Nicolaes Tollenaar, RESOR N.V., The Netherlands; and

  -- Farrington Yates, Sonnenschein Nath & Rosenthal LLP, USA.

The Global Insolvency Practice Course is the pre-eminent advanced
educational qualification focusing on international insolvency.

INSOL says, "With the fast growing number of cross-border
insolvency cases and the adoption in many jurisdictions of
international insolvency rules and provisions, the turnaround and
insolvency profession faces increasing challenges in the current
economic environment.  The current outlook demonstrates that the
practitioners of tomorrow need to have extensive knowledge of the
transnational and international aspects of legal and financial
problems of businesses in distress."

According to INSOL, the format of the fellowship program is
intensive, carried out over three modules.  The first module was
held in London from October 23 to 25 2009 at University College
London.  The second module took place in Dubai from February 19 to
21 2010, prior to the INSOL annual conference.  The last module
involved the students utilizing web enabled technology which
included a virtual court and undertaking real time negotiations
for a restructuring plan involving multiple jurisdictions. The
platform for this module was made available through the support of
the University of British Columbia, Vancouver, Canada.  A number
of senior judges from around the world took part in Module C in
order for the participants to gain experience of court to court
situations.  The judges included The Hon. Robert Drain, US
Bankruptcy Judge, Southern District of New York; The Hon. Sir
David Richards, Justice of the High Court, Chancery Division,
Royal Courts of Justice, London; The Hon. Justice David Tysoe,
Justice of the British Columbia Court of Appeal, Vancouver,
Canada; The Hon. Judge Jean-Luc Vallens, Magistrat, Cour
Commerciale, Strasbourg, France; The Hon. Justice Rajiv Shakdher,
High Court of Delhi, India; The Hon. James Farley, retired,
Ontario Superior Court of Justice (Commercial List), Toronto,
Canada.

Admission to the course is limited to a maximum of 20 candidates
each year.  "This ensures academic excellence and the opportunity
for good personal contact between students and faculty.  Potential
candidates must already hold a degree or equivalent to be
considered for this program and must have a minimum of five years
experience in the field.  Participants represent the different
jurisdictions of the World," INSOL states.

Mahesh Uttamchandani, Global Product Leader, Insolvency,
Investment Climate Advisory Services, World Bank Group, says, "The
fellowship program is a very rewarding investment towards a
successful career, both through helping the development
of professional skills and through fostering a greater
understanding of different jurisdictions' cultures and systems."

Professor Ian Fletcher of University College London, a member of
the Core Committee responsible for planning the program, states,
"Designed and taught by an international Faculty of highly
distinguished experts, the INSOL Fellowship Program offers a
unique learning experience.  It answers a long-felt demand for a
benchmark qualification to identify those practitioners who are in
the front rank of transnational insolvency practice in today's
challenging global market place."

"In this current period of global economic crisis, with continuing
constraints on capital availability, it is even more important for
those involved in assisting both corporates and lenders to have a
strong understanding of the differences in approaches to
restructuring and insolvency that are likely to be encountered in
resolving multinational organizations.  This course, drawing on
leading lecturers from around the world, brings together both the
financial and legal aspects that must be understood in tackling
such cases," Sumant Batra, President of INSOL, says.

Farrington Yates, Sonnenschein Nath & Rosenthal LLP, Fellow, INSOL
International, states, "The program exceeded my expectations for
level of instruction, content, and the commitment of my fellow
participants.  It has been a pleasure to be part of this class"

Stathis Potamitis, Potamitisvakris, Fellow, INSOL International,
says, "I found the course remarkably rewarding and interesting and
the final module was perhaps the richest part of the course,
overall.  I consider myself fortunate to have had the opportunity
to participate.  I also found my fellow fellows a wonderful group,
knowledgeable, friendly and energetic.  The Faculty was obviously
excellent, as were the judges.  Overall, this course seems far
better than other offerings I have come across."

Justin Cadman, McLaren Knight, Fellow, INSOL International states,
"The whole course was professionally run and administrated from
start to finish.  INSOL International should be very proud of the
course facilitators, support staff and lecturers -- it was their
drive and commitment to the course that I think makes it such an
informative yet pleasurable learning experience.  Keep up the
great work -- I will be recommending the course whenever I can."

INSOL International -- http://www.insol.org-- is a worldwide
federation of national associations of accountants and lawyers who
specialize in turnaround and insolvency.  It was formed in 1982.
There are currently 40 Member Associations with over 9,500
professionals participating as members.


* 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/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.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: April 15, 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.


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