TCR_Public/100423.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 23, 2010, Vol. 14, No. 111

                            Headlines

650 SAN PEDRO: Case Summary & 2 Largest Unsecured Creditors
ABITIBIBOWATER INC: Court Okays E&Y's Amended Scope of Work
ABITIBIBOWATER INC: Court Okays Expansion of PwC Canada's Work
ABITIBIBOWATER INC: Panel's Advisor Discloses Bear Island Protocol
ABITIBIBOWATER INC: Court OKs Payment of $7.6MM Professional Fees

AIRTRAN HOLDINGS: Open to Merger Talks, CEO Tells Investors
AIRTRAN HOLDINGS: Reports $12 Million Net Loss for Q1 2010
AIRTRAN HOLDINGS: 2010 Stockholders' Meeting Set for May 18
AK STEEL: S&P Puts 'BB-' Corp. Rating on CreditWatch Positive
ALERIS INT'L: Electronic Voting on Plan Permitted

AMERICAN RENAL: Moody's Assigns 'B2' Corporate Family Rating
AMERICAN TIRE: TPG Capital Buys Company for $1.3 Billion
AMERICOLD WAREHOUSE: S&P Assigns 'B+' Corporate Credit Rating
ASARCO LLC: Claims Objection Deadline Moved to June 11
ASARCO LLC: Files Status Report on Subsidiaries' Wind Down

ASARCO LLC: Gets Extension of Plan Sec. 4.4 Deadlines
BARK GROUP: Marcum LLP Raises Going Concern Doubt
BARNEYS NEW: S&P Puts 'CCC' Rating on CreditWatch Positive
BASHAS' INC: Wants to Keep $16-Million Art Collection
BELA SHESTOPALOVA: Voluntary Chapter 11 Case Summary

BON-TON STORES: S&P Raises Corporate Credit Rating to 'B'
BRIER CREEK: Case Summary & 20 Largest Unsecured Creditors
BROADSTRIPE LLC: Seeks Plan Exclusivity Until July 2
BUTTRUM GOODYEAR: Section 341(a) Meeting Scheduled for May 18
CALC: Gets Final NASDAQ Determination to Suspend Stock

CALPINE CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
CASCADE ACCEPTANCE: Plan Outline Hearing Continued to May 14
CENTER FOR INTEGRATIVE CANCER: Case Summary & Creditors List
CICM EQUIPMENT: Case Summary & 10 Largest Unsecured Creditors
CIMINO BROKERAGE: Can Use Secured Creditors Cash Until May 31

CIRCUIT CITY: Card, et al., Want FRBP 7023 on Class Claim
CIRCUIT CITY: Court OKs Sale of Louisville Property to Nicklies
CIRCUIT CITY: Gets OK to Hire Alfred Siegel as CRO
CITIZENS REPUBLIC: Trust Preferred Payment Deferral Continues
CLEARPOINT BUSINESS: Posts $3,075,352 Net Loss for 2009

CONGOLEUM CORP: Reaches Litigation Settlement with Chartis
CONSPIRACY ENTERTAINMENT: Reports $979,968 Net Loss for 2009
CONTINENTAL AIRLINES: US Airways Discontinues UAL Merger Talks
CONTINENTAL AIRLINES: Said to Weigh No-Premium Stock Deal with UAL
COOPER-STANDARD: Proposes Exit Financing Agreements

COOPER-STANDARD: Files New Rule 2015.3 Report
COOPER-STANDARD: RSM Richter Files Report on Plan
COUNTRY GARDEN: Voluntary Chapter 11 Case Summary
DAVID SMOLENSKY: Voluntary Chapter 11 Case Summary
DBCH LLC: Voluntary Chapter 11 Case Summary

DELTA MUTUAL: Cancels ValuCorp Deal for Interim CFO
DELTA MUTUAL: Reports $850,091 Net Income for 2009
DEER VALLEY: Section 341(a) Meeting Scheduled for May 18
DIANA LEMUS: Case Summary & 8 Largest Unsecured Creditors
DONALD DEMARCO: Voluntary Chapter 11 Case Summary

DOUBLE G. RANCH: Voluntary Chapter 11 Case Summary
EMISPHERE TECHNOLOGIES: Annual Stockholders Meeting on May 25
ENCORIUM GROUP: Deloitte and Touche Raises Going Concern Doubt
ERICKSON RETIREMENT: Asks Court to Determine Tax Liability
FANITA RANCH: Section 341(a) Meeting Scheduled for May 11

FOUNTAIN VILLAGE: Promises to Pay Unsecured Claims in Seven Years
FRONTIER DRILLING: Moody's Cut Corp. Family Rating to 'Caa2'
FX REAL ESTATE: FX Luxury Unit to Liquidate in Bankruptcy
GARY MCLEAN: Case Summary & 15 Largest Unsecured Creditors
GENERAL GROWTH: GE Capital Out of Creditors Committee

GENERAL GROWTH: Proposes Elk Grove City Pact
GENERAL GROWTH: White Marsh, 8 Others Emerge from Bankruptcy
GENERAL GROWTH: Simon Property Group Beefs Up Offer
GENERAL MOTORS: Repays Loans to U.S. Government & Canada's EDC
GENERAL MOTORS: Has "Real Possibility" of IPO by Yearend

GRAFTECH INTERNATIONAL: S&P Assigns Rating on $230 Mil. Notes
GRAYL'S LANTERN: Case Summary & 20 Largest Unsecured Creditors
HARMONY PARK: Taps Peter M. Lahni, Jr., as Chapter 11 Trustee
HAWKER BEECHCRAFT: Inks Employment Contract with Worth Boisture
HAWKINS PRECAST: Case Summary & 20 Largest Unsecured Creditors

HEALTHSOUTH CORP: Picks Douglas Coltharp as Chief Fin'l Officer
HICKS SPORTS: League "In Control" of Rangers Sale Process
HPT DEVELOPMENT: Can Access Business Revenues Until June 30
HPT DEVELOPMENT: U.S. Trustee Unable to Form Creditors Panel
HUNTER DEFENSE: Moody's Affirms 'B2' Corporate Family Rating

IRVINE SENSORS: Inks Settlement and Release with Looney Entities
JACOBS FINANCIAL: Feb. 28 Balance Sheet Upside-Down by $8.9-Mil.
JOSHUA FARMER: Wants to Use Cash Collateral; Faces Objections
KIRKLAND HUTCHESON: Wants Until April 29 to File Chapter 11 Plan
LEE WONG: Case Summary & 20 Largest Unsecured Creditors

LEHMAN BROTHERS: Fees to Bankruptcy Lawyers & Advisors Top $730MM
LEHMAN BROTHERS: Court OKs Mediation to Resolve Disputed Claims
LEHMAN BROTHERS: Investor Wins in Arbitration Case vs. UBS
LEHMAN BROTHERS: LBI Proposes Deal with Client Money Claimants
LEHMAN BROTHERS: UK Administrators Gain Control of $48 Bil.

LIPSTICK BUILDING: Nears Foreclosure by Royal Bank of Canada
LIVE NATION: S&P Raises Corporate Credit Rating to 'B+'
MAJESTIC STAR: Panel Now Arguing Vessels Are Real Estate
MARSH HAWK: Asks for Court OK to Use Cash Collateral
MARLIN WASHINGTON: Voluntary Chapter 11 Case Summary

MARSHALL GROUP: Chapter 11 Trustee Files Amended Plan Outline
MASTER LEASE: Case Summary & 18 Largest Unsecured Creditors
MATERA RIDGE: Taps Belding Harris to Handle Reorganization Case
MDR DEVELOPMENTS: Voluntary Chapter 11 Case Summary
MERIDIAN RESOURCE: Fortis Extends Forbearance Until May 7

MERIDIAN RESOURCE: Initial Payment Under Shell Oil Deal Extended
MERIDIAN RESOURCE: Reports $72,636,000 Net Loss for 2009
METALS USA: Registers 5 Million Shares Under Incentive Plans
METALS USA: To Redeem Senior Floating Rate Toggle Notes Due 2012
MID VALLEY: Case Summary & 20 Largest Unsecured Creditors

MIRAMAX FILMS: Mark Cuban Is No Keen on Weinstein Deal
MORTGAGE GUARANTY: Moody's Affirms 'Ba3' Insurance Strength Rating
MPM TECHNOLOGIES: Reports $1,563,759 Net Loss for 2009
NATIONAL COAL: Completes Sale of Assets
NEW CENTURY COS: Reports $14,920,862 Net Loss for 2009

NEW ENERGY SYSTEMS: Reports $5,837,395 Net Income for 2009
NEXTSAR BROADCASTING: Gets Requisite Consent to Solicit PIK NOTE
NEXTMEDIA OPERATING: Moody's Puts 'B3' Corporate Family Rating
NICHOLAS WOLFF: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: Ericsson Buying 50% Interest in Korea JV

NUTCREA: Completes Sale of Natural Glo, Satin Finish
ORLEANS HOMEBUILDERS: Has $120 Million DIP Credit Facility
PACIFIC DEVELOPMENT: U.S. Trustee Forms Creditors Committee
PACIFIC ETHANOL: Issues 3,750,000 Shares to Socius
PENSON WORLDWIDE: S&P Assigns 'BB' Counterparty Credit Rating

PHEASANT RUN: Utilities Barred from Cutting Services
PHEASANT RUN: Taps Stahl Cowen to Handle Reorganization Case
PHILLIPS CATTLE: Case Summary & 20 Largest Unsecured Creditors
PINNACLE POINT: Files for Chapter 11 Bankruptcy Protection
PINNACLE POINT: Case Summary & 20 Largest Unsecured Creditors

POSITRON CORP: Reports $5,749,000 Net Loss for 2009
PROLIANCE INT'L: Hearing on Plan Outline on May 19
PROVIDENCE SERVICE: S&P Raises Issue-Level Loan Ratings to 'BB'
R STAR RESTAURANTS: Files for Chapter 11 Bankruptcy
RADIANSE INC: Case Summary & 20 Largest Unsecured Creditors

RBS GLOBAL: Moody's Upgrades Corporate Family Rating to 'B3'
RCLC INC: May Sell Aviation Biz to Others if Hawthorne Deal Falls
RCLC INC: Reports $4,713,000 Net Loss for 2009
RCLC INC: Wells Fargo Forbearance Expires Today
REXNORD LLC: S&P Assigns 'B-' Rating on Senior Unsec. Debt

RIDGE BLVD.: Voluntary Chapter 11 Case Summary
RIVIERA HOLDING: Forms Office of CEO on Interim Basis
RUSSELL COOLEY: Case Summary & 4 Largest Unsecured Creditors
SAC II: Voluntary Chapter 11 Case Summary
SANDY HOROWITZ: Former County Exec Coyne to Oversee Properties

SECUREALERT INC: Completes Acquisition of Court Programs
SECUREALERT INC: Increases Authorized Common Shares to 600-Mil.
SECUREALERT INC: Raises $9.4MM in Cash & Converts $16.6MM in Debt
SEVEN FALLS: Expects to Have Funding by May 18
SEVERN BANCORP: Reports 62% Improvement in First Quarter Results

SMART ONLINE: Reports $9,540,871 Net Loss for 2009
SMART ONLINE: Restates FY2008 & 2009 Quarterly Financials
SOUTH BAY EXPRESSWAY: Gets OK to Pay Business Taxes & Licenses
SOUTH BAY EXPRESSWAY: Hearing on Further Cash Use on April 22
SOUTH BAY EXPRESSWAY: Sec. 341 Meeting Set for April 27

SOUTH BAY EXPRESSWAY: Sues to Void Mechanics Liens on Expressway
SOUTH GATE: S&P Downgrades Rating on Bonds to 'BB-'
SOUTHERN STATES: Moody's Assigns 'B3' Rating on $125 Mil. Notes
SPANSION INC: Enter Two-Year Service Agreement With ChipMOS
SPECIALTY ACQUISITION: Voluntary Chapter 11 Case Summary

SPECIALTY TRUST: Voluntary Chapter 11 Case Summary
STANDARD PACIFIC CORP: Post $5.1 Mil. Net Loss for 1st Quarter
STERLING MINING: Silver Opportunity's $24MM Wins Auction
STEVEN SCHULTZ: Case Summary & 20 Largest Unsecured Creditors
STEVENS MASONRY: Voluntary Chapter 11 Case Summary

STONEYBROOK CREEK: Case Summary & 3 Largest Unsecured Creditors
TARRAGON CORPORATION: DIP Loan to Pay Westminster Approved
TEKOIL & GAS: Plan of Reorganization Wins Court Approval
TRACY MANAGEMENT: Voluntary Chapter 11 Case Summary
TYLER FRAZIER: Case Summary & 20 Largest Unsecured Creditors

UAL CORP: US Airways Discontinues Merger Talks
UAL CORP: Continental Said to Weigh No-Premium Stock Deal
UAL CORP: Boeing 777s Upgraded to Add New Perks
UAL CORP: Circuit Court Affirms Denial of Carr Late Appeal
UAL CORP: Offers Salary Increase to Flight Attendants

UAL CORP: Satisfies Escrow Condition on Two Private Offerings
US AIRWAYS: Discontinues Merger Talks with United
US AIRWAYS: Inks Pacts With Delta on Takeoff & Landing Rights
US AIRWAYS: Reports March 2010 Traffic Results
VALENCE TECHNOLOGY: Regains Compliance with NASDAQ Rule
VANITY EVENTS: Recurring Losses Prompt Going Concern Doubt

VEBLEN WEST: Gets Interim Okay to Use AgStar's Cash Collateral
VINEYARD NATIONAL: FDIC Claim May Wipe Out Unsecured's Recovery
WASHINGTON MUTUAL: May Have Annual Shareholders' Meeting
WASHINGTON MUTUAL: Asserts Counterclaim Against Equity Committee
WASHINGTON MUTUAL: Broadbill Asserts Claim Over Breach of Contract

XERIUM TECHNOLOGIES: Proposes AlixPartners as Fin'l Advisor
XERIUM TECHNOLOGIES: Proposes Rothschild as Investment Banker
XERIUM TECHNOLOGIES: Wants Baker & McKenzie as European Counsel

* Credit Quality Improves Among Junk-Rated Companies, Says Moody's

* BOOK REVIEW: Rupert Murdoch: Creator of a Worldwide Empire


                            *********


650 SAN PEDRO: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 650 San Pedro Road, LLC
        250 Bel Marin Keys Blvd.
        Novato, CA 94949

Bankruptcy Case No.: 10-11415

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Stephen D. Finestone, Esq.
                  Law Offices of Stephen D. Finestone
                  456 Montgomery St. 20th Fl.
                  San Francisco, CA 94104
                  Tel: (415) 421-2624
                  E-mail: sfinestone@pobox.com

Scheduled Assets: $1,500,500

Scheduled Debts: $1,885,093

A list of the Company's 2 largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb10-11415.pdf

The petition was signed by Paul Thompson, president of managing
member.


ABITIBIBOWATER INC: Court Okays E&Y's Amended Scope of Work
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
further amended statement of work with respect to the services to
be rendered by Ernst & Young LLP to AbitibiBowater Inc. and its
units.  Judge Carey authorized the Debtors to expand the scope of
Ernst & Young LLP's employment to provide additional tax services,
consisting of state, local and indirect bankruptcy tax work or the
"SALT Services," upon the terms and conditions contained in the
additional statement of work, nunc pro tunc to January 11, 2010.

As previously reported, the SALT Services include:

  (a) tax advisory services regarding the validity of tax claims
      in order to determine if the tax amount claimed correctly
      reflects the true tax liability pursuant to applicable tax
      law and/or bankruptcy protocols, including assistance with
      state and local tax examinations that may be ongoing in
      support of tax claims filed and tax advisory support for
      identifying and securing tax refunds;

  (b) advisory services and documentation, as appropriate or
      necessary, related to state and local bankruptcy tax
      analysis, and bankruptcy tax process and procedure
      support; and

  (c) testimony as a fact, but not expert, witness regarding E&Y
      work done on AbitibiBowater's state and local tax
      bankruptcy issues.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, said although the Debtors do not
anticipate significant fees to be incurred for the SALT Services,
they seek to utilize E&Y's expertise as the Chapter 11 claims are
processed.

In addition, the Debtors will also require E&Y to assist them
with a potential Multistate Tax Commission election and
associated amended Michigan Business Tax return or the "MTC
Services," upon the terms and conditions contained in the
additional statement of work, nunc pro tunc to December 7, 2009,
which include:

  (a) analysis of AbitibiBowater's Michigan Business Tax return
      for the 2008 calendar year;

  (b) analysis of potential benefit arising from the MTC
      election available under Michigan law; and

  (c) implementation of the MTC election.

E&Y has been diligently reviewing a recently enacted Michigan
statute and apprising the Debtors of potential benefits that may
stem from its application to the Debtors' payment of Michigan
business taxes.  The Debtors will retain E&Y on a contingency
basis for the MTC Services.  Consequently, the Debtors will only
distribute the Savings Fee to E&Y if, and when, they are awarded a
tax refund, a credit for taxes previously paid in prior periods,
and a reduction in audit assessments.

The Debtors will pay for the services of E&Y's professionals in
accordance with these hourly rates:

   Title                            Hourly Rate
   -----                            -----------
   National Principal/Partner          $630
   Core Team Principal/Partner         $500
   National Executive Director         $570
   Core Team Executive Director        $475
   National Senior Manager             $500
   Senior Manager                      $410
   Manager                             $310
   Senior 3                            $240
   Senior 2                            $220
   Senior 1                            $200
   Staff                               $150
   Intern                              $105

According to Mr. Greecher, the Debtors and E&Y have agreed to a
findings-based fee in the amount of 25% of the gross savings
achieved with respect to the MTC Services.  Gross Savings refer
to the inclusion of refunds of taxes plus interest, credits of
taxes previously paid in prior periods, and reduction in audit
assessments.  The Savings Fee arrangement contemplated is
reasonable in light of industry practice, market rates both in and
out of Chapter 11 proceedings, E&Y's experience in these matters,
and the scope of work to be performed by E&Y, Mr. Greecher avers.

In addition, the Debtors will reimburse E&Y for expenses incurred
in connection with the firm's performance of the Additional Tax
Services.

E&Y is a "disinterested person," as the term is defined under
Section 101(14) of the Bankruptcy Code, Terry Huggins, a partner
of E&Y, assured Judge Carey.

                     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: Court Okays Expansion of PwC Canada's Work
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
AbitibiBowater Inc. and its units' supplemental application to
expand the scope of the retention and employment of
PricewaterhouseCoopers LLP (Canada) to include 2010 tax
harmonization services, nunc pro tunc to January 14, 2010.

As previously reported, the Debtors have employed PwC Canada for
the provision of audit, audit-related and tax services, nunc pro
tunc to the Petition Date.  Pursuant to the 2010 Tax Harmonization
Engagement Agreement, PwC will perform the 2010 Tax Harmonization
Services, which include:

  (a) the preparation of an e-mail to inform key employees of
      the Debtors of the sales tax harmonization and its
      projected impact on the Debtors' operations;

  (b) the coordination of an initial meeting with designated
      personnel to provide them with an overview of the
      Harmonization, the implementation process and the related
      training of employees;

  (c) the coordination of brainstorming sessions with key
      personnel of the Debtors to assess the impact of the new
      Harmonized Sales Tax on the Debtors' operations and
      systems;

  (d) the provision of training sessions to the employees
      working in the Debtors' payables and procurement
      departments to facilitate a greater understanding of the
      new HST rules; and

  (e) the provision of assistance to the Debtors in performing
      studies to evaluate the percentage of energy used in the
      production of goods for sale at various manufacturing
      plants.

PwC Canada will be paid in accordance with these hourly rates:

  Professional                                  Hourly Rate
  ------------                                  -----------
  Partner/Associate Partner                     C$615-C$680
  Senior Manager/Manager                        C$425-C$600
  Senior Associate/Associate                    C$175-C$300
  Paraprofessional & Administrative Assistant   C$100-C$140

In addition, the Debtors have agreed to reimburse PwC Canada for
reasonable and documented expenses the firm incurred or will
incur in connection with the performance of the 2010 Tax
Harmonization Services.

The PwC Canada professionals providing the 2010 Tax Harmonization
Services will consult with internal PwC Canada and
PricewaterhouseCoopers LLP US advisors to ensure compliance with
the requirements of the Bankruptcy Code, as well as to decrease
the overall fees associated with the administrative aspects of
PwC Canada postpetition engagements.

The 2010 Tax Harmonization Engagement Agreement provides that the
Debtors will indemnify PwC Canada and its personnel,
subcontractors and agents under certain circumstances.

Jerry Whalen, a partner at PWC Canada, assured the Court that his
firm is a "disinterested person" as the term defined under
Section 101(14) of the Bankruptcy Code.

                     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: Panel's Advisor Discloses Bear Island Protocol
------------------------------------------------------------------
As previously reported, the Official Committee of Unsecured
Creditors in AbitibiBowater Inc.'s Chapter 11 cases hired FTI
Consulting, Inc., as their financial advisor.

In a supplemental affidavit, Samuel Star --
samuel.star@fticonsulting.com -- a senior managing director at FTI
Consulting, informed the U.S. Bankruptcy Court for the District of
Delaware and parties-in-interest that his firm was selected on
March 10, 2010, as financial advisor to the Official Committee of
Unsecured Creditors in relation to the Chapter 11 case of Bear
Island Paper Company LLC.  Bear Island Paper Company and its
parent, White Birch Paper Company, operate a paper mill that
competes with the Debtors in the newsprint segment.

In this light, FTI has established and will maintain these
internal procedures:

  (i) Each FTI professional on the FTI-Abitibi Engagement and
      the Bear Island Engagement will execute a confidentiality
      letter acknowledging that he or she may receive certain
      non-public information and will execute an Ethical Wall
      Agreement;

(ii) FTI-Abitibi Professionals will not directly or indirectly
      share any non-public information generated by, received
      from or relating to the FTI-Abitibi Engagement with FTI-
      Bear Island Professionals.  Likewise, FTI-Bear Island
      Professionals will not directly or indirectly share any
      non-public information.

(iii) FTI is setting up electronic internal security walls to
      ensure that only FTI employees involved directly with or
      working on the FTI-Abitibi Engagement may have access to
      the information relating to that Engagement.

(iv) FTI will periodically monitor communications through
      electronic means among FTI-Abitibi Professionals and FTI-
      Bear Island Professionals to ensure that those exchanges
      are performed in a manner consistent with the information
      in the Screening Wall Procedures.

  (v) FTI will immediately disclose to the Creditors'
      Committee's counsel and the U.S. Trustee any material
      breaches of the Procedures.

FTI does not represent any interest adverse to the
AbitibiBowater's Creditors' Committee and remains a "disinterested
person" as that term is defined under in Section 101(14), as
modified by Section 1107(b), of the Bankruptcy Code, Mr. Star
assures 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).


ABITIBIBOWATER INC: Court OKs Payment of $7.6MM Professional Fees
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the fee applications of Paul Hastings, Janofsky & Walker LLP;
Bennett Jones LLP; FTI Consulting; Lazard Freres & Co. LLC; and
Bayard P.A., as professionals rendering services to the Official
Committee of Unsecured Creditors in AbitibiBowater, Inc., and its
debtor-affiliates' Chapter 11 cases for the period August 1 to
October 31, 2009, as recommended by Direct Fee Review LLC.  The
compensation amounts approved for the five Creditors' Committee-
retained firms total approximately US$3.3 million and C$260,000.

A schedule of the Creditors' Committee Professionals' fees and
expenses is available at no charge at:

http://bankrupt.com/misc/ABHFeeAppsCredCmteFirms_Aug-Oct2009.pdf

The Court also allowed the payment of fees and reimbursement of
expenses of these professionals in the Debtors' Chapter 11 cases,
as approved by the Direct Fee, for certain periods between May
2009 to October 2009:

  * Young Conaway Stargatt & Taylor, LLP
  * Paul, Weiss, Rifkind, Wharton & Garrison LLP
  * Ernst & Young LLP
  * Deloitte Tax LLP
  * Troutman Sanders LLP
  * PricewaterhouseCoopers LLP, U.S.
  * Huron Consulting LLC
  * Blackstone Advisory Services L.P.
  * PricewaterhouseCoopers LLP (Canada)
  * Direct Fee Review LLC

The Approved Fees, excluding the holdback amounts, total
approximately $4.3 million.  The Approved Expenses total
approximately $360,000.  A schedule of the Debtors' Professionals'
fees and expenses is available at no charge at:

http://bankrupt.com/misc/ABHFeeAppsCh11Firms_Aug-Oct2009.pdf

Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington,
Delaware, -- dobrien@bayardlaw.com -- as co-counsel to the
Creditors' Committee; and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, filed
separate certifications with the Court with respect to the Fee
Applications for the Reporting Period.

In separate reports submitted to the Court, Direct Fee Review LLC,
in its capacity as fee auditor, noted that for the period from
November 1, 2009 through January 31, 2010, these firms indicated
duplicative and "unnecessary" entries in the expenses they seek to
be reimbursed:

  * FTI Consulting, Inc., as financial advisor to the Official
    Committee of Unsecured Creditors;

  * Bennett Jones LLP, as Canadian counsel to the Creditors'
    Committee; and

  * Young Conaway Stargatt & Taylor, LLP, as the Debtors'
    counsel.

Accordingly, Direct Fee recommends the payment of fees and
reimbursement of expenses to the Firms in these amounts:

   Firm                           Fees             Expenses
   -----                      ----------           --------
   FTI Consulting, Inc.         $825,000            $16,899

   Young Conaway Stargatt       $231,390            $35,183
   & Taylor, LLP

   Bennett Jones LLP           C$282,445           C$12,253

                     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).


AIRTRAN HOLDINGS: Open to Merger Talks, CEO Tells Investors
-----------------------------------------------------------
The Associated Press reports that AirTran Airways' CEO Robert
Fornaro told investors during a conference call on April 21 that
the Company would consider a combination with another carrier or a
smaller transaction if approached and if such a deal made sense
for the Company and shareholders.

The conference call was held to discuss AirTran's first-quarter
financial results.

According to the AP, Mr. Fornaro said AirTran doesn't plan to
initiate a deal with another airline.  According to the report,
Mr. Fornaro said "if someone took a peek at AirTran, we would
always do our fiduciary duty to look at it and make sure we're
looking out for shareholders."  He also said that, "If we can
benefit and play a role in a transaction, perhaps as a carve-out,
we would certainly take a look at that."

The AP recalls that AirTran made a $78 million hostile takeover
bid for Midwest Airlines in June 2005.  AirTran raised its offer
several times, topping out with an offer worth an estimated $445
million when it was made in August 2007.  Each time, its offer was
rejected.  Midwest ultimately agreed to be sold to private equity
firm TPG Capital for about $450 million, and AirTran has said
repeatedly since then that it was glad it didn't succeed in its
bid.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.  As of February 1, 2010, the Company operated 86 Boeing
B717-200 aircraft and 52 Boeing B737-700 aircraft offering
approximately 700 scheduled flights per day to 63 locations in the
United States, including San Juan, Puerto Rico, and to Orangestad,
Aruba, Cancun, Mexico, and Nassau, The Bahamas.

The Company's balance sheet as of Dec. 31, 2009, showed
$2.3 billion in assets, $726.5 million of debts, and
$501.9 million in stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  The 'Caa1' corporate family rating considers the still
high leverage and AirTran's exposure to cyclical risks in the
airline industry.

The airline's carries a corporate credit rating of CCC+/Stable/--
from Standard & Poor's.


AIRTRAN HOLDINGS: Reports $12 Million Net Loss for Q1 2010
----------------------------------------------------------
AirTran Holdings, Inc., reported a net loss of $12.0 million or
$0.09 per diluted share for the first quarter of 2010.   Excluding
$4.7 million in unrealized gains on future fuel hedges, the
Company's net loss for the quarter would have been $16.7 million
dollars or $0.12 per diluted share.  AirTran said the impact of
historic winter snowstorms along the Eastern Seaboard and more
than a 50% increase in fuel expenses offset record total revenues
for the first quarter.

AirTran Airways experienced significant revenue improvement that
accelerated through the quarter with total unit revenues
increasing by a solid double-digit margin year-over-year in March.

The Company posted record first quarter total revenues of $605.1
million on a record load factor of 77.2%.  Operating costs
increased 21.8% or $107.8 million as compared to the same period
last year.  Fuel was the single largest contributor to the cost
increase, accounting for over 60% or $67.3 million of the
increase.  Last year, crude oil averaged $41 per barrel in the
first quarter but has risen to $78 this year.  Winter storms
further pressured unit costs due to reduced capacity and
additional expenses related to extreme weather during the quarter.

"This winter proved to be one of historic inclement weather for
much of the East Coast and particularly for some of our busiest
operations like Baltimore/Washington and Atlanta," said Bob
Fornaro, AirTran Airways' chairman, president and chief executive
officer.  "Even though the weather was tough this winter, we are
experiencing significant revenue growth and passenger demand. We
are well positioned for the future and are beginning to reap the
rewards of our diversification efforts and the broader economic
recovery."

AirTran Airways' unrestricted cash position at quarter's end was
$534 million and its revolving line of credit was undrawn.  Based
on current cost and revenue trends, AirTran Airways' outlook for
the second quarter 2010 relative to the prior year is:

     -- Available seat miles (ASMs): increase approximately 4.0%;
     -- Total unit revenue per ASM (TRASM): increase 13.0% to
        14.0%;
     -- Average economic cost per gallon of fuel, all-in: $2.37 to
        $2.42
     -- Non-Fuel unit operating cost per ASM: increase 4.0% to
        4.5%
     -- Non-Fuel unit operating cost per ASM, Full Year 2010:
        increase 4.0% to 5.0%

A full-text copy of AirTran's earnings release is available at no
charge at http://ResearchArchives.com/t/s?6094

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.  As of February 1, 2010, the Company operated 86 Boeing
B717-200 aircraft and 52 Boeing B737-700 aircraft offering
approximately 700 scheduled flights per day to 63 locations in the
United States, including San Juan, Puerto Rico, and to Orangestad,
Aruba, Cancun, Mexico, and Nassau, The Bahamas.

The Company's balance sheet as of Dec. 31, 2009, showed
$2.3 billion in assets, $726.5 million of debts, and
$501.9 million in stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  The 'Caa1' corporate family rating considers the still
high leverage and AirTran's exposure to cyclical risks in the
airline industry.

The airline's carries a corporate credit rating of CCC+/Stable/--
from Standard & Poor's.


AIRTRAN HOLDINGS: 2010 Stockholders' Meeting Set for May 18
-----------------------------------------------------------
AirTran Holdings, Inc., will hold its 2010 Annual Meeting of
Stockholders on May 18, 2010, at the Pfister Hotel, 424 E.
Wisconsin Avenue, in Milwaukee, Wisconsin.  The meeting will begin
at 11:00 a.m., Central Daylight Time.

Stockholders of record at the close of business on March 23, 2010,
are entitled to vote at the annual meeting on these matters:

     (1) Elect three Class III directors for a term of three years
         each.

     (2) Ratify the appointment of Ernst & Young LLP as
         independent registered public accounting firm for 2010.

     (3) Other businesses that may properly come before the
         meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6095

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.  As of February 1, 2010, the Company operated 86 Boeing
B717-200 aircraft and 52 Boeing B737-700 aircraft offering
approximately 700 scheduled flights per day to 63 locations in the
United States, including San Juan, Puerto Rico, and to Orangestad,
Aruba, Cancun, Mexico, and Nassau, The Bahamas.

The Company's balance sheet as of Dec. 31, 2009, showed
$2.3 billion in assets, $726.5 million of debts, and
$501.9 million in stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  The 'Caa1' corporate family rating considers the still
high leverage and AirTran's exposure to cyclical risks in the
airline industry.

The airline's carries a corporate credit rating of CCC+/Stable/--
from Standard & Poor's.


AK STEEL: S&P Puts 'BB-' Corp. Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all of its
ratings on AK Steel Holding Corp., including the 'BB-' corporate
credit rating, on CreditWatch with positive implications.

"The CreditWatch placement reflects the company's improving credit
profile and S&P's expectations for better financial metrics by the
end of 2010," said Standard & Poor's credit analyst Marie Shmaruk.

After very weak performance in the first half of 2009, the
company's operating results have been showing significant
improvements, with first-quarter 2010 EBITDA of more than
$100 million.  These gains reflect improved industry conditions
and pricing that should allow the company to strengthen its
financial measures during the course of 2010, despite the risks of
higher raw material costs.

Although credit metrics remain relatively weak, reflecting weak
quarters in 2009, a continuation of trends seen in the first
quarter would result in credit measures more consistent with a
higher rating, with adjusted debt to EBITDA of around 4x.  The
CreditWatch also reflects the company's lower adjusted debt
levels, which were around $1.9 billion at the end of 2009, down
from more than $3 billion in 2006.  These improved levels stem
from a combination of reduced book debt, which is currently around
$600 million, and the company's proactive management of its
pension and OPEB liabilities.

In resolving the CreditWatch listing, S&P will assess the
sustainability of the improved operating performance in light of
increasing raw material costs.  S&P will also review the company's
financial policies, capital spending plans, and financial
projections.  If an upgrade were to occur it would likely be
limited to one notch, given the company's relatively high adjusted
debt and the uneven recovery in the company's end markets.  S&P
could affirm the rating at 'BB-' if S&P feel that margins will be
squeezed by higher raw material costs or if S&P concludes that
current improvements are unlikely to be sustained.


ALERIS INT'L: Electronic Voting on Plan Permitted
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that Aleris International
Inc. won approval from the Bankruptcy Court to allow electronic
voting on its reorganization plan.  While paper ballots are
traditionally used in voting, Aleris was concerned that foreign
creditors might miss the April 29 voting deadline after the
volcanic eruption in Iceland shut down air service to Europe.
Ballots that were mailed on time will be counted although arriving
late.

Aleris has support on the Plan from the Official Committee of
Unsecured Creditors after reaching a settlement.   Under the
settlement, the amount of money available for payment to unsecured
creditors under Class 5 was increased from an initial proposed
amount of $4.0 million to $16.5 million.

The confirmation hearing for the Plan has been scheduled for
May 13, 2010.

                       About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.

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


AMERICAN RENAL: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family and
Probability of Default Rating to American Renal Holdings, Inc.
Moody's also assigned a Ba3 (LGD2, 23%) rating to American Renal's
proposed senior secured revolving credit facility and a B2 (LGD4,
53%) rating to the company's proposed senior secured notes.  The
rating outlook is stable.  Moody's also assigned a Speculative
Grade Liquidity Rating of SGL-2.

This is the first time Moody's has assigned a rating to American
Renal.  Moody's understands that the proceeds of the notes will be
used, along with an equity investment of $202 million to fund the
$434 million acquisition of the company by Centerbridge Partners
and management.

American Renal's B2 Corporate Family Rating reflects the
considerable financial leverage of the company following the
transaction.  The rating also considers the modest scale of the
company and the expectation that American Renal will use available
cash flow to aggressively grow through the development of de novo
centers.  Finally, the rating considers risks associated with the
focus on the dialysis services marketplace and its high
concentration of revenues from government based programs, which
are subject to a change in reimbursement methodology on January 1,
2011.  However, Moody's also considered the company's unique
position in its focus on developing centers in partnership with
practicing nephrologists, which has resulted in favorable
operating performance and relatively rapid maturation of newly
developed centers.  The ratings also reflect the relatively stable
business profile characterized by increasing incidences of end
stage renal disease and the medical necessity of the service
provided.

The stable rating outlook reflects Moody's expectation that the
company will continue to recruit and partner with nephrologist
partners, which should drive treatment and top line growth.  The
stable outlook also reflects Moody's expectation that the company
will look to grow primarily through de novo development of new
centers, which is expected to constrain available free cash flow.
However, Moody's acknowledges that these investments could be
curtailed and maintenance capital spending is relatively modest,
offering a level of cushion.  The stable outlook also considers
that the company will be able to adjust to the changes in Medicare
reimbursement that will be implemented on January 1, 2011, without
significant detriment to the credit metrics.

The Speculative Grade Liquidity Rating of SGL-2 reflects the
expectation that the company will maintain good liquidity for the
four quarters following the transaction characterized by stable
cash flow that should sufficiently fund all working capital and
maintenance capital spending needs.  Moody's also believe that the
company's planned investment in de novo centers can be adequately
funded from projected cash flows but will result in about
breakeven free cash flow after considering these investments.

Following is a summary of the ratings assigned.

* Corporate Family Rating, B2

* Probability of Default Rating, B2

* $25 million senior secured revolving credit facility due 2015,
  Ba3 (LGD2, 23%)

* $225 million senior secured notes due 2018, B2 (LGD4, 53%)

* Speculative Grade Liquidity Rating, SGL-2

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

Headquartered in Beverly, MA, American Renal is a provider of
outpatient dialysis services to patients with chronic kidney
failure.  At March 31, 2010, American Renal, through its
subsidiaries, operated 83 centers in 16 states.  The centers are
jointly owned by nephrologist partners.  The company provides
managerial, accounting, financial, technological and
administrative support services to the joint venture partners.
American Renal recognized approximately $263 million in revenue
for the year ended December 31, 2009.


AMERICAN TIRE: TPG Capital Buys Company for $1.3 Billion
--------------------------------------------------------
American Tire Distributors Holdings, Inc., owned by affiliates of
Investcorp, Berkshire Partners LLC and Greenbriar Equity Group
LLC, has signed a definitive agreement to be acquired by
affiliates of TPG Capital in a transaction valued at approximately
$1.3 billion.  Additional terms were not disclosed.  The
transaction is expected to close in the second quarter of 2010 and
is subject to customary conditions, including receipt of
applicable regulatory approvals.

"This is an exciting time in the evolution of our company" said
William Berry, President and CEO, American Tire Distributors.  "We
welcome our new partners at TPG, who share the same vision we do
for the continued growth of the American Tire Distributors brand
as significant growth opportunities remain and we continue to
seize opportunities such as geographic expansion and online
sales."

"American Tire Distributors is a market leader that has
demonstrated its ability to perform well over an extended period
of time," said Kevin Burns, a partner at TPG.  "We're investing
behind a great management team and we look forward to working with
them to continue to expand this successful franchise."

David Tayeh, a Managing Director at Investcorp, said "Over the
past five years management implemented a successful strategy that
has built American Tire Distributors into the leading replacement
tire distributor in the U.S.  We are proud to have partnered with
management in the development of the strategy and believe TPG is
the ideal new partner for the company to support it through the
next stage of its development and growth."

The transaction has fully committed financing, consisting of a
combination of equity to be invested by TPG Capital and debt
financing to be provided by certain affiliates of Bank of America,
Barclays Capital, General Electric Capital Corporation, RBC
Capital Markets, UBS and Wells Fargo Capital Finance, part of
Wells Fargo & Company.

Barclays Capital, RBC Capital Markets and UBS Securities LLC
served as financial advisors to TPG Capital in the transaction.
BofA Merrill Lynch and Deutsche Bank acted as joint financial
advisors to American Tire Distributors.

As a result of the announcement, the planned public offering of
American Tire Distributors stock will be suspended.

                         About TPG Capital

TPG Capital is the global buyout group of TPG, a private
investment firm founded in 1992 with more than $48 billion of
assets under management and offices in San Francisco, London, Hong
Kong, New York, Fort Worth, Melbourne, Moscow, Mumbai, Paris,
Luxembourg, Beijing, Shanghai, Singapore and Tokyo.  TPG Capital
invests in a variety of industries and has long maintained a
strong presence in both retail and related manufacturing sectors.
Significant investments have included Neiman Marcus, J.Crew,
Burger King, PETCO, Ducati, Armstrong World Industries and Grohe.
TPG Capital also controls numerous businesses in financial
services, travel and entertainment, technology, media,
telecommunications and healthcare.

                         About Investcorp

Investcorp -- http://www.investcorp.com/-- provides and manages
alternative investment products.  It has offices in New York,
London and Bahrain and is publicly traded on the London Stock
Exchange (IVC) and Bahrain Stock Exchange (INVCORP).  Investcorp
has five lines of business:  private equity, hedge funds, real
estate, technology investment, and Gulf growth capital.  Founded
in 1982, Investcorp has grown to become one of the largest and
most diverse alternative investment managers in terms of both
product offerings and geography.

                   About Berkshire Partners LLC

Berkshire Partners -- http://www.berkshirepartners.com/-- has
invested in mid-sized companies for 25 years through seven
investment funds with aggregate capital commitments of
approximately $6.5 billion.  Berkshire seeks transactions in which
it can invest $50 million to $500 million of equity capital.
Berkshire has developed specific industry experience in several
areas, including retailing, consumer products, manufacturing,
transportation, energy, business services and communications.
Over the past two decades, Berkshire has been an investor in 100
operating companies with approximately $20 billion of acquisition
value and combined revenues of over $22 billion.

                   About Greenbriar Equity Group

Greenbriar Equity Group LLC -- http://www.greenbriarequity.com/--
a private equity firm with $1.5 billion of limited partner capital
commitments, focuses exclusively on the global transportation
industry, including companies in the shipping, freight and
passenger transport, aerospace & defense, automotive, logistics,
and related sectors.  Greenbriar's managing partners bring many
decades of experience at the highest levels within the
transportation industry.

                 About American Tire Distributors

Charlotte, North Carolina-based American Tire Distributors is the
largest replacement tire distributor in the United States.
Through a network of 83 distribution centers serving 37 states,
American Tire Distributors offers access to a broad and deep
inventory, representing 40,000 stock-keeping units, to 60,000
customers.  The company provides tire retailers with a range of
services, including frequent and timely delivery of inventory,
business support services, such as credit, training and access to
consumer market data, administration of tire manufacturer
affiliate programs, an online ordering and reporting system and a
Web site that enables its tire retailer customers to participate
in Internet marketing of tires to consumers.

                           *     *     *

As reported by the Troubled Company Reporter on October 30, 2009,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on American Tire Distributors.


AMERICOLD WAREHOUSE: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Americold Warehouse Investment Portfolio LLC.
S&P also assigned a 'BB' issue-level rating and '1' recovery
rating to A-WHIP's proposed $300 million of senior secured notes
due in 2020.  The outlook is stable.

"S&P's ratings on Atlanta-based A-WHIP reflect a financial risk
profile with lease-adjusted credit ratios that are adequate for
the rating, along with a liquidity position that is limited but
sufficient to meet the company's capital needs, in S&P's view,"
said Standard & Poor's credit analyst George Skoufis.

Additionally, A-WHIP is a wholly owned subsidiary of Americold
Realty Trust (not rated), a more leveraged REIT with meaningful
capital expenditure needs.  A-WHIP's special-purpose portfolio and
revenue base are small, and its typical tenant "rent and service"
agreements are short; however, the company has a good market
position in the temperature-controlled warehouse industry, which,
in S&P's view, is somewhat more recession-resistant than other
real estate asset types and has historically produced steady
margins.

S&P's stable outlook reflects its view that A-WHIP's cash flow and
debt coverage measures should remain relatively stable due to the
historically more recession-resistant TCW business and the limited
capital needs of A-WHIP's portfolio.  S&P would consider lowering
its ratings if cash flow deteriorates, possibly due to weaker-
than-expected margins, resulting in coverage metrics that fall
below the 2x that S&P's scenario analysis contemplates.  S&P view
an upgrade as unlikely in the near term.  However, improved
profitability (perhaps through occupancy gains or margin
improvement) could drive positive rating momentum, as would more
cushion under current covenants, which would improve the financial
risk profile.  S&P would also need to see an improved parent-level
financial profile to consider an upgrade.


ASARCO LLC: Claims Objection Deadline Moved to June 11
------------------------------------------------------
Mark A. Roberts of Alvarez and Marsal North America LLC,
reorganized Asarco's Chapter 11 Plan Administrator, sought and
obtained an order from the U.S. Bankruptcy Court for the Southern
District of Texas for an extension of his deadline to object to
claims pursuant to Section 14.2 of the Confirmed Plan of
Reorganization and Rule 9006(b)(1)(1) of the Federal Rules of
Bankruptcy Procedure, through and including June 11, 2010.

The first extended claims objection deadline expired on April 12,
2010.

The Plan Administrator said he sought the extension out of an
abundance of caution to prevent any unmeritorious claims from
becoming allowed merely by the passage of time.

According to Dion W. Hayes, Esq., at McGuirewoods LLP, in
Richmond, Virginia -- dhayes@mcguirewoods.com -- the Plan
Administrator distributed approximately $3.359 billion on account
of Allowed Claims on or immediately following the effective date
of the Plan on December 9, 2009.

Since the Effective Date, the Plan Administrator has distributed
approximately another $25 million as other Disputed Claims have
become Allowed, and there are only approximately 420 remaining
Disputed Claims, Mr. Hayes noted.

Mr. Hayes contended that the requested extension will not
prejudice the holders of Disputed Claims because Postpetition
Interest continues to accrue and will be paid on the Allowed
Amount, if any, of a Disputed Class 3 Claim, if and when it
becomes an Allowed Claim.  Accordingly, he asserted, cause exists
to extend the deadline.

                       About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Files Status Report on Subsidiaries' Wind Down
----------------------------------------------------------
Reorganized ASARCO LLC filed its status report as of April 8,
2010, on the wind down and liquidation process of certain
Subsidiary Debtors pursuant to the supplemental confirmation
order entered by the United States District Court for the
Southern District of Texas on December 4, 2009.

The Subsidiary Debtors are:

  (1) Lac d'Amiante du Quebec Ltee, formerly known as Lake
      Asbestos of Quebec, Ltd.;

  (2) Lake Asbestos of Quebec, Ltd.;

  (3) LAQ Canada, Ltd.;

  (4) CAPCO Pipe Company, Inc., formerly known as Cement
      Asbestos Products Company; and

  (5) Cement Asbestos Products Company.

According to the Status Report, ASARCO LLC has not yet completed
its analysis with respect to which Subsidiary Debtor's assets
were transferred under the Confirmed Plan in connection with the
environmental settlements, and which assets remain property of
each Subsidiary Debtor.

ASARCO LLC says it continues to evaluate a number of issues in
connection with winding down and liquidating each Subsidiary
Debtor, including the timing of any dissolution, propriety of the
dissolution, and whether the dissolution creates additional
liabilities, which may not be beneficial to ASARCO's current
business plans.

In the alternative, ASARCO LLC informs Judge Schmidt that it is
considering several different structures for winding down and
liquidating the Subsidiary Debtors and considering the tax and
other implications associated with those structures.

Moreover, because the stock holdings in virtually all of the
Subsidiary Debtors have been pledged as collateral to secure the
ASARCO Note given to the Section 524(g) Trust under the Plan,
ASARCO LLC says it is evaluating whether any wind down or
liquidation should wait until the full satisfaction of the ASARCO
Note.

                       About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Gets Extension of Plan Sec. 4.4 Deadlines
-----------------------------------------------------
Mark A. Roberts, as the Reorganized Debtors' Plan Administrator,
and ASARCO LLC jointly ask Judge Schmidt to extend certain
deadlines set forth in the Court's first scheduling order
governing requests under Section 4.4 of the Confirmed Plan of
Reorganization.

Motions under Section 4.4 of the Confirmed Plan seek additional
postpetition interest and attorneys' fees.

The joint request follows several discovery conferences during
which it became a real concern that certain discovery propounded
by the Plan Administrator and ASARCO LLC may not be produced
absent Court intervention, Dion W. Hayes, Esq., at McGuirewoods
LLP, in Richmond, Virginia, tells Judge Schmidt.

The relief requested is necessary, Mr. Hayes argues, because
several parties that filed Section 4.4 Motions have:

  (a) failed to produce timely certain documents and other
      information requested by the Plan Administrator and ASARCO
      LLC in their discovery requests served on March 1, 2010;

  (b) requested additional time to respond to the Plan
      Administrator and ASARCO LLC's Discovery Requests; and

  (c) requested a continuance of certain currently scheduled
      depositions.

Accordingly, the Plan Administrator and ASARCO LLC ask Judge
Schmidt to extend to these dates the deadline to complete
discovery and other related deadlines:

  -- June 15, 2010, as the deadline for depositions and third-
     party discovery;

  -- July 13, 2010, as the deadline for filing final objections;

  -- July 27, 2010, as the deadline for the Section 4.4 Parties
     to file replies to the Final Objections.

All other deadlines in the Scheduling Order would remain the
same, and all deadlines that have expired would not be extended
or revived in any way.  Moreover, the separately negotiated
deadlines for responding to the Discovery Requests would not be
disturbed.

Mr. Hayes contends that approval of the extension request will
facilitate possible compromises to the discovery disputes and
will foster settlement discussions, which the Plan Administrator
and ASARCO LLC have already commenced, or shortly will commence,
with certain of the Section 4.4 Parties.  He points out that
there is no feasible way to resolve those disputes and complete
discovery prior to the existing discovery deadline of April 16,
2010.

In response to the joint request, Mitsui & Co. (U.S.A.), Inc.,
Ginrei, Inc., and MSB Copper Corp., the Plan Administrator's
self-imposed deadlines are unnecessary and unrealistic.  Mitsui,
therefore, suggests that there is no urgency regarding the
resolution of its Section 4.4 Motion, that no purpose is served
by any "artificial deadlines" relating to the Section 4.4
Motions, and that the deadlines, at least as to Mitsui's claim,
should be suspended pending further Court order.

Certain holders of General Unsecured Claims object to the joint
motion arguing that it is a blatant, transparent litigation
tactic intended to grind out a victory by forcing creditors to
reach into their pockets to fund an already long, burdensome
process against well-funded parties -- the Plan Administrator and
Reorganized ASARCO -- to whom cost is not an issue.

                         *     *     *

Upon review of the joint, Judge Schmidt sets these schedules with
respect to the Section 4.4 Motions:

  -- May 17, 2010 is the deadline for depositions and
     third-party discovery.

  -- June 1, 2010 is the deadline for filing final objection to
     any of the Section 4.4 Motions, if all discovery is
     completed by May 17, 2010.

  -- June 15, 2010 is the deadline for the Section 4.4 Parties
     to file replies to the Final Objections.

The extended deadlines supersede and replace all separately
negotiated extended deadlines related to the Section 4.4 Motions,
except those separately negotiated deadlines for responding to
any outstanding Discovery Requests served by the Plan
Administrator and ASARCO, which remain unchanged by the order,
Judge Schmidt clarifies.

                       About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


BARK GROUP: Marcum LLP Raises Going Concern Doubt
-------------------------------------------------
Bark Group Inc. filed on April 19, its annual report on Form 10-K
for the year ended December 31, 2009.

Marcum LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has not achieved a sufficient
level of revenues to support its business and has suffered
recurring losses from operations.

The Company reported a net loss of $2,569,000 on $3,867,000 of
revenue for 2009, compared with a net loss of $3,197,000 on
$8,683,000 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$9,702,000 in assets, $11,372,000 of debts, and $1,301,000 of non-
controlling interests, for a stockholders' deficit of $2,971,000.

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

               http://researcharchives.com/t/s?6087

                         About Bark Group

Based in Copenhagen K, Denmark, Bark Group Inc. (OTC BB: BKPG) --
http://bark-group.com/-- formerly Exwal Inc., is a commercial
communication services company that provides integrated
traditional and new media advertising and marketing consulting
services to its clients.  Clients are comprised primarily of
European businesses that range in size from small local businesses
to larger trans-national and multi-national corporations.  These
clients include a range of businesses including financial
institutions and banks, consumer products companies and luxury
goods companies.


BARNEYS NEW: S&P Puts 'CCC' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
New York City-based retailer Barneys New York Inc. including the
'CCC' corporate credit rating, on CreditWatch with positive
implications.

"This action reflects S&P's expectation for meaningful improvement
during the fourth quarter of 2009 and first half of 2010 due to
spending increases by luxury consumers," said Standard & Poor's
credit analyst David Kuntz, "as well as weak comparables during
the first half of 2009."  S&P believes that performance over the
near term will be similar to that of other upscale department
stores, such as Neiman Marcus and Saks.  Additionally, S&P
anticipates that the liquidity situation will continue to improve
over the near term due to performance gains.  However, despite the
strengthening of operations, S&P expects that the company's credit
protection profile will remain very weak.

"S&P would consider raising the rating," added Mr. Kuntz, "if, in
its estimation, performance has improved to such an extent that
the company is able to fund working capital and capital
expenditure needs through cash on hand, cash flow from operations,
and availability under its $280 million revolving credit
facility." Additionally, S&P would look for some modest liquidity
cushion in the future that could potentially absorb some weakening
of performance, although S&P does not expect this to occur.


BASHAS' INC: Wants to Keep $16-Million Art Collection
-----------------------------------------------------
According to Victoria Advocate, Bashas' Inc. and its creditors are
fighting over a $16 million art collection put together by the
Company's chairman Eddie Basha and Zelma Basha Salmeri.  The
Company's creditors have been pressing to have the collection
sold to pay debts.

                         About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.


BELA SHESTOPALOVA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bela Shestopalova
        12405 Glen Mill Road
        Potomac, MD 20854

Bankruptcy Case No.: 10-18693

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359
                  E-mail: richard@ginslaw.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.


BON-TON STORES: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on York, Pa.-based Bon-Ton Stores Inc. to
'B' from 'B-'.  At the same time, S&P raised the issue-level
rating on the company's unsecured debt to 'CCC+' from 'CCC'.  The
recovery rating remains unchanged at '6'.

"The upgrade reflects the significant improvement in operations
over the past year coupled with modest debt repayment, which has
resulted in a substantial enhancement to the company's credit
protection metrics," said Standard & Poor's credit analyst David
Kuntz.  "The stable ratings outlook reflects S&P's view that
performance will continue its positive momentum over the near term
and that the company will use some of its available cash to repay
outstandings under its revolver."

The ratings on Bon-Ton reflect the company's relatively small
scale in the highly competitive department store sector,
historical difficulties in growing revenues, aside from
acquisitions, and highly leveraged capital structure coupled with
thin cash flow protection measures.

The company has been a consolidator in the department store
sector, making important acquisitions in 2003 and 2006.  The
latter came when Bon-Ton purchased Northern Department Store Group
(Carson's) from Saks Inc. With 278 stores located in 23 states,
the company is still much smaller than some of its principal
competitors, such as J.C. Penney Co. Inc., Kohl's Corp., and
Macy's Inc.

The stable ratings outlook reflects S&P's expectations that
operations will likely trend modestly positive and the company
will use some of its available cash flow to repay outstandings
under its revolver over the next year.  S&P expects revenue growth
will be in the low single digits and that margins will remain in-
line with recent historical trends as positive operating leverage
offsets some increase in expenses.  S&P could raise the rating if
the company is able to increase sales above expectations and
achieve modest margin gains.  At that time, sales growth would be
above 5% and margins would increase 50 basis points, resulting in
leverage in the mid-4.0x range.  S&P could lower the rating if
sales turn negative due to weak economic conditions or merchandise
issues and margins slip slightly as the company loses focus on
cost controls.  At the time, leverage would increase meaningfully
above 6.0x.


BRIER CREEK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brier Creek FC, LLC
        dba The Exchange at Brier Creek
        8900 Keystone Crossing, Suite 1200
        Indianapolis, IN 46240

Bankruptcy Case No.: 10-05645

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Wendy D. Brewer, Esq.
                  Barnes & Thornburg LLP
                  11 S Meridian Street
                  Indianapolis, IN 46204
                  Tel: (317) 236-1313
                  Fax: (317) 231-7433
                  E-mail: wendy.brewer@btlaw.com

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

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

The petition was signed by David M. Flaherty, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
LC Investors, LLC                   Loan                $3,000,000
6467 Holliday Drive East
Indianapolis, IN 46260

Flaherty & Collins Development      Unpaid              $1,240,273
8900 Keystone Crossing, Suite 1200  development fee
Indianapolis, IN 46240

Flaherty & Collins Construction     Unpaid                $981,880
8900 Keystone Crossing, Suite 1200  construction
Indianapolis, IN 46240              costs and
                                    amounts loaned

Flaherty & Collins Construction     Trade debt            $124,398

Flaherty & Collins Management       Trade debt            $102,804

Cort Furniture, Inc.                Trade debt             $18,629

American Asset Corporation, Inc.    Trade debt             $17,903

Flaherty & Collins Properties       Trade debt             $10,815

Roto Rooter                         Trade debt              $8,007

CTI Property Services, Inc.         Trade debt              $3,652

Valet Waste, LLC                    Utility                 $3,548

North American Lawn &               Trade debt              $3,355
Landscape, LLC

Wilmar Industries, Inc.             Trade debt              $3,203

East Coast Fire Protection          Trade debt              $3,047

Appliance Warehouse of America      Trade debt              $2,661

Consumer Source, Inc.               Trade debt              $2,188

HD Supply Facilities                Trade debt              $2,093
Maintenance, LTD

For Rent Media Solutions            Trade debt              $1,004

Economy Exterminators, Inc.         Trade debt                $875

Network Communications, Inc.        Trade debt                $710


BROADSTRIPE LLC: Seeks Plan Exclusivity Until July 2
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Broadstripe LLC is
seeking a July 2 extension of its exclusive period to propose a
Chapter 11 plan.  The Bankruptcy Court will consider the Debtor's
request for a fifth extension at a hearing on May 4.

According to the report, Broadstripe, which has already filed a
reorganization plan, said it's not feasible to complete the case
until a suit by the unsecured creditors' committee is resolved,
which contends that claims of the secured lenders should be
subordinated or recharacterized as equity.  Broadstripe says the
suit will have a "profound effect" on the distribution to
creditors.  In addition, the committee vows to oppose a plan that
validates secured claims, while the lenders promise to defeat a
plan that doesn't uphold their claims.

In addition, Broadstripe, according to the report, says there are
two claims by rival cable operators totaling almost $160 million
for alleged failures to complete asset purchase agreements.  The
company says the outcome likewise will have a "profound impact" on
a plan because the claims would be 10 times greater than other
unsecured creditors combined.

                      About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Attorneys at Ashby & Geddes, and Gardere
Wynne Sewell LLP represent the Debtors in their restructuring
efforts.  The Debtors tapped FTI Consulting Inc. as their
restructuring consultant, and Epiq Bankruptcy Consultants LLC as
their claims agent.  In its petition, Broadstripe listed assets
and debts between $100 million and $500 million.


BUTTRUM GOODYEAR: Section 341(a) Meeting Scheduled for May 18
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Buttrum
Goodyear Commerce Center, LLC's creditors on May 18, 2010, at
10:00 a.m.   The meeting will be held at the US Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, AZ (341-PHX).

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.

Phoenix, Arizona-based Buttrum Goodyear Commerce Center, LLC,
filed for Chapter 11 bankruptcy protection on April 13, 2010
(Bankr. D. Ariz. Case No. 10-10712).  Don C. Fletcher, Esq., at
Lake and Cobb, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CALC: Gets Final NASDAQ Determination to Suspend Stock
------------------------------------------------------
California Coastal Communities, Inc., has been informed that the
NASDAQ Listing and Hearing Review Council has declined to call for
review the NASDAQ Hearings Panel's prior determination to delist
the Company's common stock, which will result in the stock ceasing
to be traded on The NASDAQ Stock Market effective at the open of
trading on April 27, 2010.  At that time, the common stock will be
eligible to trade over-the-counter in the recently created
OTCQB(TM) marketplace.  This new comprehensive over-the-counter
market tier includes the securities of over 768 SEC reporting
companies and banks formerly designated as Pink Sheets(R) stocks,
in addition to the 3,050 securities that are currently quoted in
both Pink OTC Markets' electronic interdealer quotation system and
FINRA's OTCBB(TM).  All securities in the new OTCQB tier are
displayed on http://www.otcmarkets.com/with an icon reading,
"OTCQB - U.S. Registered."

The Company was hopeful that the Listing Council would look
favorably upon the fact that the Company is in full compliance
with all applicable quantitative requirements for continued
listing requirements of The NASDAQ Global Market.  In that regard,
the Panel's delisting decision was discretionary and appeared to
be based primarily on the Company's inability to emerge from its
voluntary Chapter 11 bankruptcy proceedings by April 26, 2010.
The Company commenced the Chapter 11 proceedings on October 27,
2009, in order to extend the maturity dates and change the
repayment schedules for its approximately $182 million of
Brightwater credit facilities debt in order to be able to repay
the debt in full by June 30, 2014, based on currently expected
home sales during the next four years.

As previously reported, the Company received a delisting notice
from the NASDAQ Staff the day after commencing the Chapter 11
proceedings.  The Company appealed the Staff's decision to the
Panel and, in December 2009, the Panel granted the Company's
request for continued listing on NASDAQ until April 26, 2010, upon
which date the Company is presently required by the Panel's
decision to have emerged from the Chapter 11 process.  However,
events beyond the Company's control such as the sale of loan
positions by certain syndicate members of the Brightwater credit
facilities, including KeyBank which was the agent for the lending
syndicates, to new parties have caused delays in the Chapter 11
process that make it impossible for the Company to meet the
April 26 NASDAQ deadline.  The Company filed its plan of
reorganization on March 26, 2010, a hearing on its disclosure
statement is scheduled for May 12, 2010, and the Company is
striving to exit bankruptcy as expeditiously as possible.
Therefore, the Company requested that the Panel extend its
deadline so that the common stock would remain listed while the
Company completes the Chapter 11 process.  When the Panel refused
to grant any further extension, the Company submitted the matter
to the Listing Council.  However, the Listing Council elected not
to exercise its discretion to call the Company's matter for review
or to grant a stay of the Panel's delisting determination. As a
result, the Company's common stock is scheduled to be suspended
from trading effective at the open of the market on April 27,
2010.

The Company has filed an application with NASDAQ seeking the
relisting of its securities on The NASDAQ Stock Market following
the Company's emergence from the Chapter 11 process.  In that
regard, all companies, whether listed on NASDAQ or not, are
required to satisfy the initial listing requirements upon
emergence from a Chapter 11 process to qualify for listing.  While
the Company plans to take all necessary steps to ensure its
compliance with the applicable requirements, there can be no
assurance as to whether or when the Company's common stock will be
relisted on NASDAQ.

Finally, investors should be aware that trading of the Company's
common stock in the over-the-counter market rather than on NASDAQ
may negatively impact the trading price and the levels of
liquidity.

                    About California Coastal

The Company is a residential land development and homebuilding
company operating in Southern California.  The Company's principal
subsidiaries are Hearthside Homes which is a homebuilding company,
and Signal Landmark which owns 105 acres on the Bolsa Chica mesa
where sales commenced in August 2007 at the 356-home Brightwater
community.  Hearthside Homes has delivered over 2,300 homes to
families throughout Southern California since its formation in
1994.


CALPINE CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Calpine
Corporation including its Corporate Family Rating at B2, its
speculative grade liquidity rating of SGL-2 as well as the B1
rating for Calpine Construction Finance Company, L.P.'s senior
secured notes.  The rating outlook for Calpine and CCFC is
positive.  The rating affirmation and the continuation of the
positive rating outlook follow the announcement that Calpine would
acquire 4,490 megawatts of unregulated generation assets owned by
Connectiv Energy, a PEPCO Holdings subsidiary, for approximately
$1.65 billion.

"We consider Calpine's purchase of Connectiv's generation assets
as a credit positive event", stated A.J. Sabatelle, Senior Vice
President of Moody's.  "Calpine's credit metrics for 2010 should
remain in line with 2009 results and should continue trending
positively, once a full year of Connectiv's operations are
considered", added Sabatelle.

The rating affirmation and maintenance of a positive rating
outlook reflects the company's continuing improvement in its
financial performance, and the expectation for similar financial
results through 2010 following the company's acquisition of
Connectiv's generation assets.  At December 31, 2009, Moody's
calculates the ratio of Calpine's cash flow to debt at 7.2%, its
cash flow coverage of interest at nearly 2.0x and its free cash
flow to debt at 5.9%.  All of these metrics represent a meaningful
improvement from year-end 2008.  Moody's rating and positive
rating outlook incorporates a belief that Calpine should be able
to meet or exceed 2009 credit metrics over the next 12 months.
These financial measures, which incorporate Moody's standard
adjustments, are consistent with the financial measures of other
B-rated unregulated wholesale power companies.

The rating action considers the incremental and fairly predictable
contribution to Calpine's earnings and cash flow principally
derived from PJM capacity contracts, and the increased
diversification to operations, as the transaction greatly
increases Calpine's footprint in PJM.  While about 30% of the
capacity acquired is old and less efficient, all of the capacity
receives some form of capacity payment, which should continue
given the locational value of several of these assets.  From a
valuation perspective, Moody's believe that the price paid by
Calpine appears attractive even if one ascribes no value to
approximately 1,500 mw of older, less efficient fossil-fuel
assets.  As a point of reference, Moody's calculates that Calpine
is selling two of its natural gas plants to a utility for $794 /
KW, which equates to a value that is about 40% higher than what
Calpine is paying for Connectiv's newest and most efficient
generation assets.

Moody's understands that Calpine has arranged a $1.3 billion
secured term loan which along with cash on hand will be used to
finance this acquisition.  Importantly, two weeks ago, Calpine
agreed to sell its Rocky Mountain and Blue Spruce natural-gas
fired generation plants to Public Service Company of Colorado for
$739 million, which when completed will reduce consolidated debt
by $400 million and provide Calpine with net cash proceeds of
around $400 million.  Completion of this asset sale is an
important consideration in the rating action.

The speculative grade rating of SGL-2 reflects Moody's view that
Calpine will have good liquidity over the next 12 months based
upon internal cash flow generation, balance sheet liquidity, and
headroom under the company's covenants.  During 2009, Moody's
calculates Calpine generated free cash flow of $582 million and
expects the company to generate more than $500 million of free
cash flow during 2010.  At year-end 2009, Calpine had unrestricted
cash of nearly $1 billion and access to credit facilities of
around $800 million.  While cash on hand will decrease by more
than $500 million when the Connectiv assets are acquired, cash on
hand is expected to be replenished from both internal sources and
from the completion of the asset sale with PSCO.  Moody's expects
the company to be able to satisfy its maturing debt requirements
over the next 12 months from internal sources, and expects the
company to remain comfortably in compliance with the three
financial covenants in its credit facilities.  With respect to
other forms of liquidity, virtually all of the company's assets
are pledged to creditors under either project level subsidiary
agreements or under the company's first lien credit agreements.
However, the value ascribed to the Rocky Mountain and Blue Spruce
transaction supports a view that Calpine's highly efficient fleet
of natural-gas fired generation could provide a meaningful source
of alternative sources of liquidity for the company.

The rating could be upgraded if the company continues to
successfully execute on its current plan through strong plant
performance and a carefully implemented hedging strategy which
results in free cash flow generation that helps facilitate
consolidated debt reduction.  Specifically, Calpine's CFR could be
upgraded if Moody's believe that the company's free cash flow
generation will be in the high single digits, its cash flow to
debt approaches 10%, and its cash coverage of interest expense
remains above 2.0x on a sustainable basis.  In light of the
positive rating outlook, limited prospects exist for the rating to
be downgraded in the near-term.  However, should poor operating
performance across the fleet emerge or weaker than expected energy
markets lead to a decline in expected cash flows resulting in the
ratio of cash flow to interest expense falling below 1.5 x or cash
flow to debt declining to below 5%, the rating could be
downgraded.

Moody's last rating action on Calpine and CCFC occurred on
October 13, 2009, when Calpine and CCFC's ratings were affirmed
and the rating outlook was changed to positive from stable.

Ratings affirmed are Calpine's CFR, Probability of Default Rating,
secured revolver and secured term loan, all rated B2, its
speculative grade liquidity rating of SGL-2 as well as the B1
rating for CCFC senior secured notes.

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company with assets of $16.65 billion and an
aggregate generating capacity of 24,738 MW, including partnership
interests at December 31, 2009.  The company owns, leases, and
operates natural gas-fueled and renewable geothermal power plants.


CASCADE ACCEPTANCE: Plan Outline Hearing Continued to May 14
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has continued until May 14, 2010, at 10:00 a.m., the hearing on
approval of Cascade Acceptance Corporation's Disclosure Statement
explaining its proposed Plan of Reorganization.  The hearing will
be held at the Santa Rosa Courtroom.

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

As reported in the Troubled Company Reporter on March 4, 2010,
according to the Disclosure Statement, the Plan provides for the
reorganization of the Debtor and payment or provision for all of
the Debtor's creditors.  The Plan also provides for the
disposition of the Debtor's assets.  The Debtor proposes to pay
all creditors in full over a period of six years.

Claims in various classes will be treated as:

   * Class 2 (Secured Claims) will be paid according to the terms
     and condition of the existing contract.  Any existing
     defaults in any terms or conditions of the underlying loan
     documentation will be deemed cured by the confirmation of the
     Plan.

   * Class 3 (Unsecured Priority Claims) will be paid in full
     in five equal annual installments with interest at the Plan
     interest rate.

   * Class 4 (Unsecured Claims - $18,522,008) -- Unless agreed
     otherwise by the Class 4 creditor, holders of allowed Class 4
     claims will retain their promissory notes with these
     modifications:

       (i) the promissory note will bear interest at Plan interest
           rate of $3%;

      (ii) the due date of the Class Four Reorganized Debtor
           Promissory Note will be 36 months from the effective
           date;

     (iii) the Reorganized Debtor will make payments from the
           accumulated cash on hand.  Whether or not payment will
           be made towards the principal amount of the promissory
           note will be determined by the Reorganized Debtor.

   * Class 5 (Special Unsecured Claims) -- Upon application to the
     Reorganized Debtor in writing, any creditor may request that
     the Reorganized Debtor's board of directors consider and
     approve a special distribution to that creditor as a Class 5
     creditor for a sum not to exceed $10,000.

   * Class 6 (Subordinated Claims) -- Unless agreed otherwise,
     holders of Class 6 claims will retain their promissory notes.

   * Class 7 (Interests) will retain ownership rights.

The Debtor proposes to use its cash on hand to pay claims due on
the effective date.  Payments due after the effective date will be
made from the Reorganized Debtor's income or other funds.

After the effective date, the Reorganized Debtor may obtain new
secured or unsecured financing or refinance indebtedness.

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

The hearing on exclusivity extension is also moved to May 14, the
hearing was originally set for April 23.

                     About Cascade Acceptance

Mill Valley, California-based Cascade Acceptance Corporation filed
for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr.
N.D. Calif. Case No. 09-13960).  Douglas B. Provencher, Esq., at
Law Offices of Provencher and Flatt assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and debts.


CENTER FOR INTEGRATIVE CANCER: Case Summary & Creditors List
------------------------------------------------------------
Debtor: The Center for Integrative Cancer Medicine, P.A.
          dba PET/CT Imaging of El Paso
        4532 North Mesa Street
        El Paso, TX 79912

Bankruptcy Case No.: 10-30819

Chapter 11 Petition Date: April 20, 2010

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

Judge: Leif M. Clark

Debtor's Counsel: Corey W. Haugland, Esq.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  E-mail: chaugland@jghpc.com

Estimated Assets: $0 to $50,000

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/txwb10-30819.pdf

The petition was signed by Jesus A. Gomez, president.


CICM EQUIPMENT: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CICM Equipment Co., LLC
        4532 North Mesa
        El Paso, TX 79912

Bankruptcy Case No.: 10-30818

Chapter 11 Petition Date: April 20, 2010

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

Judge: Leif M. Clark

Debtor's Counsel: Corey W. Haugland, Esq.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  E-mail: chaugland@jghpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb10-30818.pdf

The petition was signed by Jesus A. Gomez, president.


CIMINO BROKERAGE: Can Use Secured Creditors Cash Until May 31
-------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California authorized Cimino Brokerage
Company to use the cash collateral of secured creditors -- Wells
Fargo Bank and Temple-Inland, Inc. -- until May 31, 2010.

A further hearing to consider extended use of cash collateral, as
well as the Chapter 11 Status Conference, will be held on May 25,
2010 at 10:15 a.m.  The  Debtor may file its brief and evidence in
support of further use of cash collateral not later than May 14,
while the secured creditors may file their objections not later
than May 20, 2010.

The Debtor is authorized to use the money to fund its Chapter 11
case and pay suppliers and other parties, and exceed budgeted
expenses by 15%.

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

The Debtor is also directed to continue making adequate protection
payments to the Bank, in the amount of $41,000 per month.

As additional condition to the cash collateral use, the Debtor is
required to file its plan of reorganization not later than
April 23, 2010. A hearing to consider the approval of the
disclosure statement describing the Debtor's Plan of
Reorganization will be held on May 25, 2010 at 10:15 a.m.

                    About Cimino Brokerage

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

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


CIRCUIT CITY: Card, et al., Want FRBP 7023 on Class Claim
---------------------------------------------------------
Pursuant to the Bankruptcy Court's March 25, 2010 order and Rule
9014 of the Federal Rules of Bankruptcy Procedure, creditors
Robert Gentry, Jonathan Card, Jack Hernandez, and Joseph Skaf, et
al., ask the Bankruptcy Court to apply Rule 7023 of the Federal
Rules of Bankruptcy Procedure to their class proofs of claim.

Bankruptcy Rule 7023 provides that "Rule 23 F.R.Civ.P. applies in
adversary proceedings."

Michael Righetti, Esq., at Righetti Law Firm, P.C., in San
Francisco, California -- matt@righettilaw.com -- notes that the
court In Re Charter Co. 876  F.2d 866, 873 (C.A.11 (Fla.),1989)
discussed when Rule 23 may be invoked.  The court stated that the
rule may be invoked in two circumstances -- in an adversary
proceeding and in a contested matter.

"Pursuant to the terms of Bankruptcy Rule 7023, Rule 23
applies in any adversary proceeding.  Also, under Bankruptcy
Rule 9014, the bankruptcy judge may at his discretion apply
Bankruptcy Rule 7023, and by extension Rule 23, in a contested
matter."

Each of the claims represents a continuation of ongoing state
court litigation that existed well before the Debtors filed
proceedings in the Bankruptcy Court.  The Creditors' claims were
originally filed in California Superior Court as proposed class
action cases against Debtor Circuit City Stores, Inc., et al.
Each case alleges violations by the Debtor of California's strict
minimum working condition statutes, Mr. Righetti relates.

Mr. Righetti notes that pursuant to Eleventh Circuit and Seventh
Circuit case law, which is relied upon and cited heavily by the
Bankruptcy Court, a class proof of claim is "deemed allowed"
until objected to.  In January 2009, the Creditors, individually
and on behalf of the class individuals they purport to represent,
filed four timely and different class proofs of claim.

The four purported class actions are:

  (a) Gentry v. Circuit City, Inc., originally filed August 29,
      2002, in the Los Angeles Superior Court, Case No. BC
      280631;

  (b) Hernandez v. Circuit City, Inc., originally filed on April
      17, 2008, in the San Diego Superior Court, Case No.
      37-2008-00082173-CU-OE-CTL;

  (c) Card v. Circuit City, Inc., originally filed November 3,
      2008, in the San Diego Superior Court, Case No. 37-2008-
      00095260-CU-OE-CTL; and

  (d) Skaf, et al. v. Circuit City, Inc., originally filed on
      December 19, 2008, in the Los Angeles Superior Court, Case
      No. BC 404195.

On January 13, 2009, (i) Mr. Gentry filed a secured priority
class proof of claim, Claim No. 6039, (ii) Mr. Hernandez filed a
secured priority class proof of claim, Claim No. 6045, and (iii)
Mr. Card filed a priority secured proof of claim, Claim No. 6040.
On January 30, 2009, creditors Messrs. Skaf, Miguel Perez, and
Gustavo Garcia filed their secured priority class proof of claim,
Claim No. 8717.

The Debtors' counsel repeatedly informed the Creditors' counsel
that the Bankruptcy Court had previously made clear that it would
neither consider relief from the automatic stay, nor allow the
parties an opportunity to litigate the claims in Bankruptcy
Court, given the limited assets available and the Bankruptcy
Court's desire to curtail litigation costs.  In reliance on the
position taken by the Debtors, up to this point in time, the
Creditors have had no realistic opportunity to have their claims
considered by the Bankruptcy Court, Mr. Righetti says.  As
instructed by the Debtors, the Creditors have patiently waited to
determine the status of their claims.

It was not until over a year after the Claims were filed, on
February 25, 2010, that the Debtors first made any substantive
objection to the Creditors' class proofs of claim on the grounds
that they should not be allowed to proceed on a class-wide basis,
Mr. Righetti notes.

The Debtors filed their Nineteenth Omnibus Objection, seeking to
reclassify the claims, among others, of Messrs. Gentry and
Hernandez to general unsecured claims.  The Debtors also filed
their Thirty-First Omnibus Objection as to the class claims of
Messrs. Card and Skaf, seeking to disallow them in general simply
because the Debtors "disputed liability."

In their supplements to the Objections, the Debtors suddenly
objected to the class proofs of claim as to the unnamed claimants
that the Creditors seek to represent in the four putative class
actions.  Before February 25, 2010, the Creditors had absolutely
no knowledge whatsoever as to whether the Debtors disputed the
specific allegations associated with the class proofs of claim
because the Debtors made clear that the Bankruptcy Court would
not countenance the Creditors' multiple requests to determine any
of the Debtors' contentions regarding any of the four proofs of
claim related to the four putative class actions, Mr. Righetti
relates.

As the Debtors have finally "shown [their] cards" with respect to
the discrete issue regarding class certification, the time is now
ripe for the Bankruptcy Court to hear and rule upon the
Creditors' requests to apply Rule 7023 to their class proofs of
claim pursuant to Bankruptcy Rule 9014.  It is clear that at no
earlier point in time would the Bankruptcy Court have considered
a Bankruptcy Rule 7023 motion by the Creditors -- and the Circuit
Courts of the 11th and 7th circuits make clear that no such
motion was required before now, Mr. Righetti asserts.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CIRCUIT CITY: Court OKs Sale of Louisville Property to Nicklies
---------------------------------------------------------------
The Bankruptcy Court approved Circuit City Stores Inc.'s agreement
with Janet F. Nicklies for the sale of certain of the real
property of the Seller, Circuit City Stores, Inc., located at 5120
Dixie Highway, in Louisville, Kentucky.

Judge Huennekens overruled on the merits and denied with
prejudice any and all objections not waived, withdrawn, settled,
adjourned or otherwise resolved.

The sale hearing was held on March 18, 2010.

The Agreement and any related agreements, documents or other
instruments may be modified, amended or supplemented by the
parties, in a writing signed by the parties, without further
Court order.  However, any amendment should be disclosed to the
Official Committee of Unsecured Creditors and not have a material
adverse effect on the Seller's estate, in the good faith business
judgment of the Seller.

Upon consummation of the Agreement, the Seller's right, tile and
interest in the Property will be transferred to the Successful
Bidder free and clear of all Liens except certain Permitted
Encumbrances, with all Liens to attach to the cash proceeds of
the Sale in the order of their priority, with the same validity,
force and effect which they had as against the Property
immediately before the transfer, subject to any claims and
defenses the Seller.

Under Section 365 of the Bankruptcy Code, the Seller is
authorized to assume the Lease associated with the Property, and
to assign the Lease to the Purchaser, which assignment will take
place on Closing.  Under Section 363 of the Bankruptcy Code, the
Seller is authorized to sell the Lease to the Purchaser.

Among other things, upon Closing, subject to certain provisions,
the Purchaser will succeed to the entirety of the Seller's rights
and obligations in the Lease due, accruing, arising or
attributable to the time period occurring on or after the
Closing, and will have the rights of the landlord thereunder.

A full-text copy of the Sale Order is available at no charge at:

   http://bankrupt.com/misc/CC_LouisvilleSaleOrd031910.pdf

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CIRCUIT CITY: Gets OK to Hire Alfred Siegel as CRO
--------------------------------------------------
Circuit City Stores Inc. and its units received approval, pursuant
to Sections 105(a) and 363 of the Bankruptcy Code, to employ
Alfred H. Siegel, a partner of Crowe Horwath LLP, a public
accounting and consulting firm, as their chief restructuring
officer, and, to the extent Mr. Siegel deems appropriate,
additional Crowe professionals.

The Debtors are continuing to wind down their affairs and hope to
secure confirmation of their First Amended Joint Plan of
Reorganization in the near future.  The Debtors' chief executive
officer has resigned and Michelle Mosier, the Debtors' controller
and chief accounting officer, has advised the Debtors that she
will also leave the company by no later than the hearing on the
current motion.

Accordingly, the Debtors require a CRO to administer their
estates up to the effective date of the Plan, Ms. Mosier says.

Moreover, upon the Plan Effective Date, many of the Debtors'
current management professionals, including those with the
greatest knowledge and primary responsibility for management of
the Debtors' Chapter 11 cases, will no longer be involved in the
cases.  The Debtors will be dissolved and replaced by the
Liquidating Trust, as provided in the Plan, to be administered,
in consultation with the Liquidating Trust Oversight Committee,
by the Liquidating Trustee.  Pursuant to the Plan, Mr. Siegel is
the proposed Liquidating Trustee, Ms. Mosier relates.

Based on the progression of events, Ms. Mosier asserts that it is
important that Mr. Siegel be retained and employed as CRO so that
he can (i) administer the Debtors' estates now that the CEO has
resigned and Ms. Mosier, as Controller and Chief Accounting
Officer, has given notice of her plans to do so, and (ii)
familiarize himself with the Debtors' Chapter 11 cases.

As CRO, Mr. Siegel will begin the Debtors' transition to post-
confirmation liquidation, and will be able to take the steps
necessary and appropriate for the efficient administration of the
Liquidating Trust.

According to Ms. Mosier, pursuant to the engagement agreement,
Mr. Siegel will serve as CRO to the Debtors at the direction of,
and reporting to, the Board.  He will provide interim management
assistance, including overseeing:

  (a) the recovery and disposition of the Debtors' remaining
      assets;

  (b) the reconciliation of liabilities;

  (c) the administration of the Debtors' bankruptcy reporting
      requirements and compliance with obligations as debtor-in
      -possession under Sections 1107 and 1108 of the Bankruptcy
      Code;

  (d) all litigation, claims objection and adversary
      proceedings; and

  (e) the Debtors' efforts to obtain confirmation of the Plan.

Pursuant to the Engagement Agreement, Mr. Siegel may also engage
other Crowe professionals to assist him with operational,
financial, tax and accounting matters, as deemed necessary and
appropriate.  In his capacity as CRO, Mr. Siegel will not have
the authority to expand or limit the scope of the services
provided by any professional retained by the Debtors in the
Chapter 11 cases, although he may make recommendations to the
Board with respect to these matters, Ms. Mosier says.

Mr. Siegel and Crowe will be paid their customary hourly rates,
and will be reimbursed for necessary expenses incurred.  The
estimated hourly rates are:

   Mr. Siegel                                           $550
   Other partner/director                          $360-$580
   Manager and senior forensice/litigation expert  $225-$350
   Senior accountant                               $165-$220
   Staff accountant                                $130-$160
   Bookkeeper and paralegal                         $85-$130

Because Mr. Siegel and Crowe are not being employed as
professionals under Section 327 of the Bankruptcy Code, they will
not submit quarterly or final fee applications pursuant to
Sections 330 and 331 of the Bankruptcy Code.  However, Mr. Siegel
and Crowe will submit statements of services performed and
expenses incurred to the Debtors and other parties in interest on
a monthly basis in accordance with the Interim Compensation
Order.

According to the Debtors, the fact that Mr. Siegel serves as CRO
will not conflict or preclude him from serving as the Liquidating
Trustee under the Plan.

Mr. Siegel discloses in his affidavit that he and Crowe have in
the past been retained by, and presently and likely in the future
will provide services for, certain creditors of the Debtors,
other parties-in-interest, and their attorneys and other
professionals in matters unrelated to the parties' claims against
the Debtors or interests in the Chapter 11 cases.  He informs the
Court that he and Crowe currently perform or have previously
performed certain services for these entities:

    * Direct TV;
    * Samsung Electronics;
    * Acco Brands; and
    * Skadden, Arps, Slate, Meagher & Flom, LLP.

Mr. Siegel assures the Court that he nor Crowe has provided, and
will not provide, professional services to any of the creditors,
other parties-in-interest, or their attorneys with regard to any
matters related to the Debtors' Chapter 11 cases.

Mr. Siegel asserts that he and Crowe do not hold or represent an
interest adverse to the estate that would impair their ability to
objectively perform professional services for the Debtors, in
accordance with Section 327.  Mr. Siegel attests that he and
Crowe are disinterested persons, as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CITIZENS REPUBLIC: Trust Preferred Payment Deferral Continues
-------------------------------------------------------------
After reporting net losses over the last several quarters,
Citizens Republic Bancorp, Inc. (Nasdaq: CRBC) determined during
the first quarter of 2010, in consultation with the Federal
Reserve Bank of Chicago as required by regulatory policy, to defer
regularly scheduled quarterly interest payments on its outstanding
junior subordinated debentures relating to the 7.50% Enhanced
Trust Preferred Securities of Citizens Funding Trust I and its
Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued
to the U.S. Department of the Treasury.  As reported in the
Troubled Company Reporter on Feb. 1, 2010, deferral of these
payments, which is permitted pursuant to the underlying
documentation, is expected to preserve a total of $4.9 million of
cash each quarter, although such amounts will continue to accrue.
Citizens says it has demonstrated it has sufficient cash and
liquidity to pay these amounts, but is taking these actions to
support and preserve its capital position in light of economic
conditions and to lessen the potential need for raising any
additional capital.  Citizens says that it intends to reevaluate
the deferral of these payments periodically and, in consultation
with its regulators, will consider reinstating these payments when
appropriate.

Under the terms of the junior subordinated debentures and trust
documents, as reported in the Troubled Company Reporter on Feb. 1,
2010, Citizens is allowed to defer payments of interest for up to
10 years without default.  Also during the deferral period,
Citizens generally may not pay cash dividends on or purchase its
common stock or preferred stock, including the TARP Preferred
Stock.  Dividend payments on the TARP Preferred Stock may be
deferred without default, but the dividend is cumulative and may
eventually give the holder board representation rights.

With $11.7 billion in total assets at Mar. 31, 2010, Citizens
Republic Bancorp, Inc. -- http://www.citizensbanking.com/-- is a
diversified financial services company providing a wide range of
commercial, consumer, mortgage banking, trust and financial
planning services to a broad client base. Citizens serves
communities in Michigan, Ohio, Wisconsin, and Indiana with 218
offices and 255 ATMs. Citizens is the largest bank holding company
headquartered in Michigan with roots dating back to 1871 and is
the 46th largest bank holding company headquartered in the United
States.


CLEARPOINT BUSINESS: Posts $3,075,352 Net Loss for 2009
-------------------------------------------------------
ClearPoint Business Resources, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended December 31, 2009.  ClearPoint Business reported a net
loss of $3,075,352 for 2009 from a net loss of $38,785,741 for
2008.  Revenue was $5,241,706 for 2009 from $33,496,240 for 2008.

As of December 31, 2009, the Company had total assets of
$2,559,388 against total liabilities of $27,545,827, resulting in
stockholders' deficit of $24,986,439.

In its April 15, 2010 report, Asher & Company, Ltd., in
Philadelphia, Pennsylvania, said the Company's recurring losses
from operations, net working capital deficiency, stockholders'
deficit, debt covenant violations, and inability to generate
sufficient cash flow to meet its obligations and sustain its
operations raise substantial doubt about its ability to continue
as a going concern.

Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing.  At
December 31, 2009, the Company had an accumulated deficit of
$57,565,895 and working capital deficiency of $19,592,004.   For
the year ended December 31, 2009, the Company incurred a net loss
of $3,075,352.  Although the Company restructured its debt and
obtained new financing in the third quarter of 2009, cash
projected to be generated from operations may not be sufficient to
fund operations and meet debt repayment obligations during the
next 12 months.  To meet its future cash and liquidity needs, the
Company may be required to raise additional financing or
restructure its existing debt.  There is no assurance that the
Company will be successful in obtaining additional financing or
restructuring of its existing debt.  If the Company does not
generate sufficient cash from operations, raise additional
financing or restructure existing debt, there is substantial doubt
about the ability of the Company to continue as a going concern.

On February 9, 2010, as a consequence of certain defaults under an
Amended Loan Agreement with ComVest, ComVest exercised the default
exercise provision under the Amended ComVest Warrant.  As a
result, ComVest now beneficially owns a majority of the Company's
common stock.

A full-text copy of the Company's annual report is available at no
charge at http://ResearchArchives.com/t/s?6088

Based in Chalfont, Pennsylvania, ClearPoint Business Resources,
Inc., is a workplace management solutions provider.  Prior to year
2008, ClearPoint provided various temporary staffing services as
both a direct provider and as a franchisor.  During the year ended
December 31, 2008, ClearPoint transitioned its business model from
a temporary staffing provider through a network of branch-based
offices or franchises to a provider that manages clients'
temporary staffing needs through its open Internet portal-based
iLabor network.  Under the new business model, ClearPoint acts as
a broker for its clients and network of temporary staffing
suppliers using iLabor.


CONGOLEUM CORP: Reaches Litigation Settlement with Chartis
----------------------------------------------------------
Congoleum Corporation has reached a litigation settlement with the
Chartis Companies.  Under the terms of the agreement, the Chartis
Companies have agreed to pay $40 million over a period of six
years in exchange for a buyback of certain subject insurance
policies.  The $40 million will be paid into the trust formed by
Congoleum's plan of reorganization for distribution to asbestos
claimants. The settlement is subject to court approval and other
conditions.

Roger S. Marcus, Chairman of the Board, commented, "With this
latest settlement, we have now resolved all our insurance
litigation and moved one step closer to completing our
reorganization. I look forward to the confirmation hearing on our
plan that is scheduled for June and believe we can emerge from
bankruptcy shortly thereafter."

                       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.


CONSPIRACY ENTERTAINMENT: Reports $979,968 Net Loss for 2009
------------------------------------------------------------
Conspiracy Entertainment Holdings, Inc., filed with the Securities
and Exchange Commission its annual report on Form 10-K for the
fiscal year ended December 31, 2009.  The Company reported a net
loss of $979,968 for 2009 from net income of $265,603,000 for
2008.  Net sales were $9,600,592 for 2009 from $10,905,490 for
2008.

At December 31, 2009, the Company had $4,219,368 in total assets
against $9,386,807 in total liabilities, resulting in
stockholders' deficit of $5,167,439.  As of December 31, 2009, the
Company had a working capital deficiency of $3,736,214 and an
accumulated deficit of $12,400,762.

In its 2009 Annual Report, the Company said there are no
assurances "that we will be able to achieve a level of revenues
adequate to generate sufficient cash flow from operations or
obtain additional financing through private placements, public
offerings and/or bank financing necessary to support our working
capital requirements.  To the extent that funds generated from any
private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital.
No assurance can be given that additional financing will be
available, or if available, will be on acceptable terms.  These
conditions raise substantial doubt about our ability to continue
as a going concern.  If adequate working capital is not available
we may be forced to discontinue operations, which would cause
investors to lose their entire investment."

In its April 14, 2010 report, Chisholm, Bierwolf, Nilson & Morrill
LLC in Bountiful, Utah, expressed substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?6082

              About Conspiracy Entertainment Holdings

Based in Santa Monica, California, Conspiracy Entertainment
Holdings, Inc., develops, publishes and markets interactive
entertainment software.  The Company currently publishes titles
for many popular interactive entertainment hardware platforms,
such as Sony's PlayStation, Nintendo 64 and Nintendo's Game Boy
Color and Game Boy Advance as well as the next generation hardware
platforms such as Sony's PlayStation 2, Sony's PSP, Nintendo
GameCube, Nintendo's DS, Microsoft's Xbox, and also for the PC.


CONTINENTAL AIRLINES: US Airways Discontinues UAL Merger Talks
--------------------------------------------------------------
US Airways Group, Inc., on Thursday said it has discontinued
recent discussions with UAL Corporation regarding a potential
merger between the two companies.

US Airways Chairman and CEO Doug Parker said, "US Airways has long
been a proponent for consolidation in our industry. As
opportunities have arisen for our company to participate in
consolidation, we have taken a close and careful look at our
options, always with an eye on what is in the best interests of
our shareholders, customers, employees and the communities we
serve.

"We have recently held discussions with United Airlines regarding
a possible combination between our two airlines. After an
extensive review and careful consideration, our Board of Directors
has decided to discontinue those discussions.

"While it is our policy not to comment on rumors concerning
strategic transactions, because of the persistent rumors about a
possible transaction with United Airlines we believe it is
appropriate to clarify the status of those negotiations. In the
future, we will continue to follow our policy of not commenting on
potential strategic transactions until we have entered into a
definitive agreement with respect to a specific transaction.

"It remains our belief that consolidation makes sense in an
industry as fragmented as ours. Whether we participate or not,
consolidation that leads to a more efficient industry better able
to withstand economic volatility, global competition and the
cyclical nature of our industry is a positive outcome.

"The US Airways team is doing an outstanding job of running a
reliable airline, taking care of our customers and keeping our
costs down. We are well along the road to near-term profitability
and are well-positioned for sustainable, long-term success. As the
industry becomes less fragmented and more stable, everyone will
benefit."

                           *     *     *

According to The Wall Street Journal's Susan Carey, US Airways'
withdrawal clears the way for United to focus on talks with
Continental Airlines Inc. over a possible combination.  But Ms.
Carey notes US Airways' exit reduces the pressure on Continental
to consummate such a deal.

Ms. Carey reports that one person familiar with the matter said
the recent United-US Airways talks were "deep and earnest" and
uncovered synergies from cutting costs and capturing added
revenue.  Ms. Carey relates another person familiar with the
matter said the airlines couldn't agree on the exchange ratio in a
share swap or who would run a combined entity.  The Journal's
source also said US Airways directors "didn't feel like waiting
around" and didn't want to "provide more leverage for United in
[the Continental] discussions."

According to the Journal, two people with knowledge of the matter
said Continental was caught off-guard by media reports that United
and US Airways were in deep talks.  Those two sources told the
Journal that Jeff Smisek, Continental's new CEO, called Glenn
Tilton, his counterpart at UAL, late last week and due diligence
was begun on a potential deal that would be a stock swap.  But
given what happened two years ago, when Continental rejected
United as a partner, everyone is proceeding cautiously, the
sources told the Journal, adding talks could break down.

                   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.

                      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.


CONTINENTAL AIRLINES: Said to Weigh No-Premium Stock Deal with UAL
------------------------------------------------------------------
UAL Corp.'s United Airlines and Continental Airlines Inc. are
considering a stock-for-stock merger with no market premium
Bloomberg News reports, citing two people with knowledge of the
talks.

According to Bloomberg, the people familiar with the private talks
said that under the merger UAL Chief Executive Officer Glenn
Tilton, 62, would become chairman while Continental CEO Jeff
Smisek, 55, would become CEO.  The terms aren't final and a deal
may be more than a week away, the people said.

Bloomberg News said at merger would create a company valued at
more than $6 billion.  Putting together United and Continental
would create the world's largest carrier by passenger traffic,
surpassing Delta Air Lines Inc.

The discussions were described after US Airways Group Inc. said it
had ended merger talks with United, leaving United and Continental
as the focus of industry consolidation.

                   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.

                      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.


COOPER-STANDARD: Proposes Exit Financing Agreements
---------------------------------------------------
Over the past several months, Cooper-Standard Holdings Inc., its
debtor affiliates and its advisers have worked on identifying the
appropriate debt financing for their Second Amended Joint Chapter
11 Plan of Reorganization.

Given the favorable conditions in the high yield debt markets,
the Debtors have determined that they will raise $450 million of
exit financing in the capital markets through a notes offering,
according to Drew Sloan, Esq., Richards Layton & Finger P.A., in
Wilmington, Delaware.

Mr. Sloan says that based on the Debtors' discussions with
financial institutions including potential arrangers and
underwriters, the notes offering could provide the reorganized
companies with the best financing terms and operational
flexibility upon their emergence from bankruptcy.

In light of this, the Debtors seek approval of the U.S.
Bankruptcy Court for the District of Delaware to (i) enter into
certain agreements in connection with anticipated exit financing;
(ii) pay related fees and expenses as administrative expenses,
and (iii) form a special purpose issuer.

                      New Notes Offering

To facilitate the funding of the new notes prior to confirmation
of the Plan, the Debtors will form a new non-debtor Delaware
company that will, in turn, form CSA Escrow Corporation.

CSA Escrow will be created solely to issue the new notes and
grant a lien on the proceeds of those notes.  The issuer will
enter into initial agreements relating to the new notes as well
as escrow agreements, under which the proceeds of the notes will
be held pending consummation of the Plan.  It will also grant a
lien on the proceeds from the new notes and all other assets it
holds.

Prior to confirmation of the Debtors' Plan, CSA Escrow will issue
the new notes in an amount not to exceed $450 million.  The
proceeds of the notes will be held in escrow until certain
conditions, including consummation of the Plan, are satisfied.

If these conditions are satisfied, CSA Escrow will merge into
reorganized Cooper-Standard Automotive Inc., with Cooper-Standard
as the surviving entity.  The proceeds will then be released to
reorganized CSA, which will be assumed by and will become senior
obligations of reorganized CSA.

During the escrow period, the new notes will be secured by a
pledge by CSA Escrow of the proceeds and other escrowed amounts,
none of which, whether or not in escrow, will constitute property
of the Debtors' estates.  The Debtors, conversely, will have no
obligations under the new notes other than the fee, expense
reimbursement, interest and indemnity obligations.

If the conditions are not satisfied, CSA Escrow will be required
to redeem the new notes at 100% of their issue price, plus a
specified premium expected to be 1% of the aggregate principal
amount, and accrued and unpaid interest and the accreted amount
of any original issue discount on the new notes in each case to,
but excluding, the date of redemption.

In connection with any private offering of the new notes, the
Debtors have reached agreement in principle, on an uncommitted
basis, with Deutsche Bank Securities Inc., Banc of America
Securities LLC, UBS Securities LLC and Barclays Capital Inc.

The agreement is formalized in a 19-page engagement letter dated
April 8, 2010, a copy of which is available without charge at:

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

The agreement provides that each of the financial institutions
will act as lead underwriter, lead initial purchaser or lead
placement agent for CSA Escrow in connection with the new notes
offering on a "best-efforts" basis.  These obligations do not
constitute a commitment by or obligation of any financial
institution to act as an underwriter, initial purchaser or
placement agent.

Aside from the Engagement Letter, the Debtors will also execute
these documents to consummate the new notes offering:

  (1) a fee letter dated April 8, 2010 providing for the payment
      of placement fee, upfront fees or original issue discount;

  (2) a purchase agreement, underwriting agreement or placement
      agreement and any related agreements;

  (3) an amendment, waiver or supplement to the Debtor-in-
      Possession financing credit agreement, the Equity
      Commitment Agreement and any related documents; and

  (4) documents in connection with the formation of the new non-
      debtor Delaware company and CSA Escrow, and agreements for
      the funding of and payment of fee obligations of the
      issuer.

                   Senior Term Loan Facility

In case the Debtors cannot pursue a notes offering on terms
satisfactory to them and to their note holders, the Debtors will
raise the $450 million exit financing in the form of a secured
term loan credit facility, explains Mr. Sloan.  The proceeds of
the senior term loan facility will be funded to reorganized CSA
on the effective date of the Plan.

Pursuant to the April 8 Engagement Letter, Deutsche Bank
Securities, Banc of America Securities and UBS Securities will
serve as lead arrangers and book managers.  Each of these
financial institutions will structure, arrange and syndicate the
senior term loan facility and will assist reorganized CSA in
obtaining commitments from lenders with respect to the facility.

The financial institutions will act as co-lead arrangers and
joint bookrunners and one of them will act as administrative
agent for, in each case, the senior term loan facility.

Aside from the Engagement Letter, the Debtors will also execute
the April 8 fee letter and other documents needed to obtain the
senior term loan facility.

The Court will hold a hearing to consider approval of the
Debtors' requests on April 15, 2010.  The Court will also
consider for approval at the hearing the Debtors' motion to file
the fee letter under seal.

                       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-


COOPER-STANDARD: Files New Rule 2015.3 Report
---------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors filed in
Court a report on the value, operations and profitability of
those entities where they hold a substantial or controlling
interest as of December 31, 2009, as required by Rule 2015.3 of
the Federal Rules of Bankruptcy Procedure.

Allen Campbell, vice-president and chief financial officer of
CSHI, reported that the Debtors' estates hold stake in these
entities:
                                               Interest of
Entities                                       the Estate
--------                                       -----------
Cooper-Standard Automotive Canada Ltd.             100%

Cooper-Standard Automotive Sealing
  de Mexico SA deC.V.                               80%

Cooper-Standard Automotive Services
  S.A. de C.V.                                   99.99%

Coopermex, S.A. de C.V.                          99.99%

Cooper-Standard Automotive de Mexico
  S.A. de C.V.                                   99.99%

Manufacturera El Jarudo, S. de R.L. de C.V.      99.99%

Cooper-Standard Automotive de Mexico Fluid
  Services, S. de R.L. de C.V.                   99.97%

Cooper-Standard Automotive Fluid Systems de
  Mexico, S. de R.L. de C.V.                     99.97%

Cooper-Standard Automotive FHS, S.A. de C.V.      99.8%

Cooper-Standard Automotive Japan KK                100%

Cooper-Standard Automotive Korea Inc.              100%

Cooper-Standard Services Korea, Inc.               100%

Cooper-Standard (Suzhou) Automotive Co., Ltd.      100%

Metzeler Automotive Profiles India Private Ltd.     74%

Cooper-Standard Automotive India Private Ltd.    99.99%

Cooper-Standard Automotive FHS (Australia)
  Pty. Ltd.                                        100%

Cooper-Standard Automotive Brasil Sealing Ltda.    100%

Cooper-Standard Automotive Brasil Fluid
  Systems Ltda.                                  69.02%

Itatiaia Standard Industrial Ltda.               54.71%

SPB Comercio e Participacoes Ltda.                 100%

Cooper-Standard Automotive France SAS               81%

Cooper-Standard Automotive Polska Sp. z 0.0.       100%

Cooper-Standard Automotive UK Sealing Ltd.         100%

Cooper-Standard Automotive FHS Ceska
  republika s.r.o.                                99.9%

CSA International Holdings CV                   99.995%

Guyoung Technology Co. Ltd.                      20.23%

Nishikawa Standard Company LLC                      50%

The Debtors also filed in Court financial statements for the
entities including valuation estimate, balance sheets, statements
of income and cash flows, and statements of changes in partners'
or shareholders' equity.  Copies of these documents are available
for free at http://bankrupt.com/misc/CSHI_Rule2015.3Dec3109.pdf

                       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-


COOPER-STANDARD: RSM Richter Files Report on Plan
-------------------------------------------------
RSM Richter Inc., the firm appointed to monitor the assets of
Cooper-Standard Automotive Canada Ltd., filed a report dated
April 5, 2010, to inform the Ontario Superior Court of Justice
about the recent development in connection with the filing of the
Canadian unit's plan of compromise or arrangement.

The firm disclosed that CSA Canada made "non-substantive"
amendments to the plan to conform to the Second Amended Chapter
11 Plan of Reorganization of U.S.-based Cooper-Standard Holdings
Inc. and its affiliated debtors.

Under CSA Canada's amended plan, the term "Required Backstop
Parties" that was previously used throughout the initial plan was
replaced with "Consenting Backstop Parties."

Consenting Backstop Parties means two-thirds in amount of the
parties that are providing the equity commitment based on
commitment percentage whose consent may be granted or withheld in
accordance with Section 16 of the Equity Commitment Agreement.

CSA Canada's amended plan also clarifies that the "prepetition
credit facility claim" refers to any claim against CSA Canada
arising under the December 23, 2004 credit agreement, including
any swap arising under or relating to the agreement.

A copy of CSA Canada's amended plan is available without charge
at http://bankrupt.com/misc/CSHI_1stAmendedPlanCSACanada.pdf

RSM Richter said that the amended plan was supposed to be posted
at the Web site of Deutsche Bank Trust Company America three days
before the March 26 meeting of lenders to vote on a resolution to
approve the plan.  The amended plan, however, was inadvertently
not posted to the Web site, resulting in the lenders' approving
the initial plan, according to the firm.

"As the amendments to the plan were minor, [RSM Richter] does not
believe that the prepetition lenders have been prejudiced by the
posting error," the firm said in the April 5 report.

RSM Richter said that Deutsche Bank supports the sanctioning by
the Canadian Court of the plan and will be filing an affidavit
confirming the voting results of the lenders.

The firm also disclosed that it received notices of dispute from
three lender groups with respect to the pro rata share of their
prepetition credit facility claims.  It said that discussions are
ongoing between Deutsche Bank and those lenders to resolve the
disputed amounts and that those amounts may not be material.

RSM Richter also informed the Canadian Court that it did not
receive any notices of opposition to the plan.  Consequently, all
lenders with proven claims for voting purposes will be deemed to
have voted in favor of the plan pursuant to the Canadian Court's
March 12 order accepting the filing of the plan, the firm said.

                       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-


COUNTRY GARDEN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Country Garden Fruit Market, Inc.
        5855 Shirley Ann Drive
        Harrison, MI 48625

Bankruptcy Case No.: 10-21561

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Jason W. Bank, Esq.
                  Kerr, Russell and Weber, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388
                  E-mail: jwb@krwlaw.com

Estimated Assets: $0 to $50,000

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 Raye Lynn Walraven, vice president.


DAVID SMOLENSKY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: David A. Smolensky
        1657 Chapel Ridge Lane
        Mars, PA 16046

Bankruptcy Case No.: 10-22841

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

Estimated Assets: $500,001 to $1,000,000

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.


DBCH LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: DBCH, LLC
        8390 E. Via de Ventura, F142
        Scottsdale, AZ 85258

Bankruptcy Case No.: 10-11655

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.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 its largest unsecured creditors
together with its petition.

The petition was signed by Maria Frank, manager.


DELTA MUTUAL: Cancels ValuCorp Deal for Interim CFO
---------------------------------------------------
Delta Mutual, Inc., on April 20, 2010, gave notice of termination,
effective April 30, 2010, of its agreement with ValuCorp, dated as
of November 1, 2009, pursuant to which ValuCorp had provided
Michael Gilburd as Interim Chief Financial Officer.

Delta Mutual, Inc., invests in oil and gas properties in South
America.  It intends to focus its investments in the energy
sector, including development of energy producing investments and
alternative energy production in Latin America and North America.

At December 31, 2009, the Company had total assets of $1,750,005
against total liabilities, all current, of $1,206,826, resulting
in stockholders' equity of $543,179.  At December 31, 2008, the
Company had stockholders' deficit of $645,912.

During the fiscal year ended December 31, 2009, the Company had a
gain from continuing operations of $850,000.  The Company has an
accumulated deficit of $3,580,837 and working capital deficiency
of $967,042 as of December 31, 2009.  The Company said it may
require additional funding to execute its strategic business plan
for 2010.

In its April 15, 2010 report, Jewett, Schwartz, Wolfe & Associates
in Hollywood, Florida, raised substantial doubt about the
Company's ability to continue as a going concern.  The auditor
pointed to the Company's accumulated deficit and working capital
deficiency.  The auditor also said the Company is not generating
sufficient cash flows to meet its regular working capital
requirements.


DELTA MUTUAL: Reports $850,091 Net Income for 2009
--------------------------------------------------
Delta Mutual, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended December 31, 2009.  The Company reported net income of
$850,091 for 2009 from a net loss of $4,584,309 for 2008.   The
Company reported $0 sales commissions for 2009 from $43,365 for
2008.

At December 31, 2009, the Company had total assets of $1,750,005
against total liabilities, all current, of $1,206,826, resulting
in stockholders' equity of $543,179.  At December 31, 2008, the
Company had stockholders' deficit of $645,912.

During the fiscal year ended December 31, 2009, the Company had a
gain from continuing operations of $850,000.  The Company has an
accumulated deficit of $3,580,837 and working capital deficiency
of $967,042 as of December 31, 2009.  The Company said it may
require additional funding to execute its strategic business plan
for 2010.

In its April 15, 2010 report, Jewett, Schwartz, Wolfe & Associates
in Hollywood, Florida, raised substantial doubt about the
Company's ability to continue as a going concern.  The auditor
pointed to the Company's accumulated deficit and working capital
deficiency.  The auditor also said the Company is not generating
sufficient cash flows to meet its regular working capital
requirements.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?6083

Delta Mutual, Inc., invests in oil and gas properties in South
America.  It intends to focus its investments in the energy
sector, including development of energy producing investments and
alternative energy production in Latin America and North America.


DEER VALLEY: Section 341(a) Meeting Scheduled for May 18
--------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Fanita
Ranch, LP's creditors on May 18, 2010, at 9:30 a.m.   The meeting
will be held at the US Trustee Meeting Room, 230 N. First Avenue,
Suite 102, Phoenix, AZ (341-PHX).

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.

Phoenix, Arizona-based Deer Valley Medical Center, LLC, filed for
Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D.
Ariz. Case No. 10-10726).  Donald W. Powell, Esq., at Carmichael &
Powell, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


DIANA LEMUS: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Diana E. Lemus
        5702 Country Manor Court
        Richmond, VA 23234

Bankruptcy Case No.: 10-32817

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: David K. Spiro, Esq.
                  Hirschler Fleischer
                  Post Office Box 500
                  Richmond, VA 23218-0500
                  Tel: (804) 771-9500
                  Fax: (804) 644-0957
                  E-mail: dspiro@hf-law.com

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

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

A copy of the Debtor's list of 8 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb10-32817.pdf

The petition was signed by the Debtor.


DONALD DEMARCO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Donald Francis DeMarco
                 aka Don DeMarco
               Jacqueline DeMarco
                 aka Jackie DeMarco
               403 Calloway Court
               Silver Spring, MD 20905

Bankruptcy Case No.: 10-18721

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld, LLC
                  7910 Woodmont Avenue, Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: steveng@cohenbaldinger.com

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

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

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

The petition was signed by the Joint Debtors.


DOUBLE G. RANCH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Double G. Ranch, LLC
        8955 E. Pinnacle Peak Road, Suite 99
        Scottsdale, AZ 85255

Bankruptcy Case No.: 10-53029

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Matthew Wilkins, Esq.
                  401 S. Old Woodward Avenue, Suite 460
                  Birmingham, MI 48009
                  Tel: (248) 971-1800
                  E-mail: wilkins@bwst-law.com

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

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

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

The petition was signed by Peter J. Graves, president.


EMISPHERE TECHNOLOGIES: Annual Stockholders Meeting on May 25
-------------------------------------------------------------
Emisphere Technologies Inc. said an annual stockholders meeting
will take place on May 25, 2010, at the Park Avenue Club located
at 184 Park Avenue, Florham Park, New Jersey.

Cedar Knolls, N.J.-based Emisphere Technologies, Inc. (OTC BB:
EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical
company that focuses on a unique and improved delivery of
therapeutic molecules or nutritional supplements using its
Eligen(R) Technology.

The Company's balance sheet as of December 31, 2009, showed
$5.9 million in assets and $53.8 million of debts, for a
stockholders' deficit of $47.9 million.


ENCORIUM GROUP: Deloitte and Touche Raises Going Concern Doubt
--------------------------------------------------------------
Encorium Group, Inc., filed on April 19, 2010, its annual report
on Form 10-K for the year ended December 31, 2009.

Deloitte and Touche, LLP, in Philadelphia, Pa., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's recurring losses from operations, current available
cash, and anticipated level of capital requirements.

The Company reported a net loss of $3,869,693 on $21,166,675 of
revenue for 2009, compared with a net loss of $21,073,476 on
$26,357,162 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$12,110,307 in assets, $9,839,756 of debts, and $2,270,551 of
stockholders' equity.

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

               http://researcharchives.com/t/s?608b

Wayne, Pa.-based Encorium Group, Inc. is a clinical research
organization that engages in the design and management of complex
clinical trials for the pharmaceutical and biotechnology
industries.


ERICKSON RETIREMENT: Asks Court to Determine Tax Liability
----------------------------------------------------------
Various local tax authorities or LTAs filed proofs of claim
asserting ad valorem tax claims on certain assets, consisting of
personal and real property of Erickson Retirement Communities LLC
and its debtor-affiliates.  The taxes sought from the Debtors
under the Claims are based on the LTAs' asserted valuations of the
Owned Properties.  Moreover, Vincent P. Slusher, Esq., at DLA
Piper LLP, in Dallas, Texas, relates, the Debtors intend to take
title on certain properties subject to the junior loans, which
Pending Properties have tax balances due and forthcoming.

Full-text copies of summaries of the Claims against the Owned
Properties and Pending Properties -- Taxed Properties are
available for free at:

  http://bankrupt.com/misc/ERC_OwnedPropClaims.pdf
  http://bankrupt.com/misc/ERC_PendingPropClaims.pdf

The LTAs' valuations of the Owned Properties and Pending
Properties far exceed the amount ERC Investment Holdings LLC or
Coastwood and Redwood-ERC Senior Living Holdings LLC were willing
to pay for them, Mr. Slusher points out.  He notes that the Court
has already held that the valuation and sale proceeds allocation
under the Fourth Amended Joint Plan of Reorganization reflect the
fair market value of the Debtors' assets, including the Taxed
Properties.

In this light, the U.S. Bankruptcy Court for the Northern District
of Texas may use its authority to set the values of the Taxed
Properties at their fair market values based on the Allocation and
the related $365 million sale price of the Debtors' assets, and
then adjust the corresponding taxes accordingly, Mr. Slusher
points out.

Accordingly, by this motion, the Debtors ask the Court to:

  (a) determine the fair market values of the Taxed Properties
      based on the Sale Price and Allocation; and

  (b) adjust the Debtors' tax liabilities related to the
      properties.

                  City of Overland Park Reacts

The City of Overland Park, Kansas, asks the Court to deny the Tax
Determination Motion for these reasons:

  * The value of a real property and improvements owned by
    Debtor Kansas Campus, LLC, located in Overland cannot be
    set based on the Tax Determination Motion.

  * The special assessments on the Kansas Property do not relate
    to the assessed valuation of the Kansas Property, are owed
    by Kansas Campus independent of the assessed value of the
    Kansas Property and thus, cannot be altered based on any re-
    valuation of the Kansas Property.

  * The request lacks fundamental due process.

Even if the Debtors' proposed valuation method is accepted,
Overland asserts that no sale proceeds for the Kansas Property
will serve as any determinant of value for that property.

                     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)


FANITA RANCH: Section 341(a) Meeting Scheduled for May 11
---------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Fanita
Ranch, LP's creditors on May 11, 2010, at 4:00 p.m.   The meeting
will be held at 402 W. Broadway, Sixth Floor, Suite 630 San Diego,
CA 92101.

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.

Carlsbad, California-based Fanita Ranch, LP, filed for Chapter 11
bankruptcy protection on April 7, 2010 (Bankr. S.D. Calif. Case
No. 10-05750).  William A. Smelko, Esq., who has an office in El
Cajon, California, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.

The Company's affiliate, Barratt American, Inc., filed a separate
Chapter 11 petition on April 7, 2010 (Case No. 08-13249).


FOUNTAIN VILLAGE: Promises to Pay Unsecured Claims in Seven Years
-----------------------------------------------------------------
Fountain Village Development filed with the U.S. Bankruptcy Court
for the District of Oregon a Disclosure Statement explaining its
proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides for each
secured creditor to retain its security interest in and liens on
its collateral with the same priority the security interest and
liens had on the petition date.  The Debtor will either (a) deed
certain of the properties securing a creditor's claim to that
creditor in full satisfaction of the secured claim; or (b) keep
the property as a retained property.  Creditors holding general
unsecured claims will receive pro rata distributions of 50% of
excess cash flow generated by the reorganized company on a
quarterly basis for seven years.  The Debtor owes $1,251,000 to
unsecured creditors.  In addition, the Debtor anticipates that
secured creditors will have deficiency claims totaling $5,010,221
resulting in additional unsecured debt.

Under the Plan, all membership interests in the reorganized
company will be issued to the general partners.  The general
partners will transfer all of their assets, except their primary
home, household furnishings, and two cars to the reorganized
company.  Additionally, the Debtor will transfer all retained
property to the reorganized company and the general partners will
guaranty all of the Plan payments.

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

The Debtor is represented by:

     Albert N. Kennedy (al.kennedy@tonkon.com)
      Tel: (503) 802-2013
      Fax: (503) 972-3713
     Ava L. Schoen (ava.schoen@tonkon.com)
      Tel: (503) 802-2143
      Fax: (503) 972-3843
     Tonkon Torp LLP
     1600 Pioneer Tower
     888 S.W. Fifth Avenue
     Portland, OR 97204

                About Fountain Village Development

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


FRONTIER DRILLING: Moody's Cut Corp. Family Rating to 'Caa2'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings for Frontier
Drilling ASA reflecting multiple covenant violations under its
credit agreements and weaker than expected operating performance.
Moody's downgraded the Corporate Family Rating to Caa2 from Caa1,
the Probability of Default Rating to Caa3 from Caa2, and the
second lien term loan to Caa3 from Caa2.  Moody's affirmed the
ratings for the senior first secured credit facility at B1.  The
ratings remain under review for further downgrade.

The downgrade reflects the company's weak operating performance
and the resulting inability to remain in compliance with the
maintenance covenants under its credit agreements.  The Frontier
Phoenix, which is expected to be the largest EBITDA contributor in
the fleet, has experienced several issues since leaving the
shipyard and commencing contract work in May 2009.  The latest
incident occurred in November 2009, when the Frontier Phoenix
experienced an issue with its thrusters (part of its dynamic
positioning or DP system), The rig has been off contracted dayrate
since that time.  Although it was originally anticipated that the
necessary repairs to the Frontier Phoenix would have been
completed by now, restart of its operations have been delayed due
to additional thruster damage and malfunction during DP trials.
While the company expects the Frontier Phoenix to be back on
dayrate in early May 2010, the numerous issues with the Frontier
Phoenix since it joined the fleet create uncertainty and the rig
still has not established a proven track record of meeting
operating expectations.

In addition, in October of 2009, the Frontier Seillean, the
floating Production,Storage and Offloading vessel, finished its
contract with Petrobras in Brazil and has been idle since that
time.  The company is actively marketing this vessel but has been
unable to secure a new contract.  Even if Frontier does negotiate
a new contract for the Frontier Seillean, it may be at a
significantly lower dayrate than the contract that finished in
October.

The combination of these two vessels being off dayrate has led to
the company to generate lower than expected EBITDA and has
resulted in much higher leverage than previously anticipated.
These factors have caused Frontier not to be in compliance with
its financial covenants under its credit facilities and,
consequently, Frontier is expected to be unable to provide a clean
audit of its financial statements, which will also be a violation
of the credit agreements' reporting requirements.  The company has
been negotiating amendments to these facilities, including
provisions for higher permitted leverage levels, the infusion of
additional capital from Frontier's sponsors to provide liquidity
through a sufficient period to cover its cash needs until the
Frontier Phoenix is back earning full dayrate, and significantly
higher interest rates on the outstanding amounts under the
facilities.  However, to this point Frontier has been unable to
reach agreement with the lenders and has no clear timetable as to
when this issue may be resolved.

The review for possible further downgrade reflects the concern
that Frontier may not obtain the necessary waivers from the
lenders and may be forced to seek alternative solutions, including
bankruptcy protection.  Conclusion of the review will include
clear visibility on whether the company receives the waivers
necessary to sufficiently bridge to the Frontier Phoenix being
back on full dayrate and generating the EBITDA needed to reduce
leverage; whether the company will have sufficient liquidity to
fund its operations until full dayrate is achieved; or whether the
company can and will pursue strategic alternative solutions and
these solutions' impact on the debt holders.

Under Moody's Loss Given Default methodology, the ratings for the
first lien credit facilities do not change despite the downgrade
of the CFR.  This is due to the slight increase in the paid-in-
kind note due to the shareholders which accrete in value and is
structurally subordinated to the first lien as well as the 65%
recovery rate assumed for the lenders given the strong collateral
value of Frontier's fleet.

The last rating action for Frontier Drilling ASA was on June 22,
2009, when Moody's upgraded the ratings and changed the outlook to
positive from ratings under review direction uncertain.

Frontier Drilling ASA, which is incorporated in Norway and has
subsidiaries with an administrative office in Houston, Texas, is a
subsidiary of privately owned FDR Holdings Ltd., and is a
specialized provider of offshore contract drilling and production
services to the oil and gas industry.


FX REAL ESTATE: FX Luxury Unit to Liquidate in Bankruptcy
---------------------------------------------------------
FX Real Estate and Entertainment Inc.'s remaining Las Vegas
subsidiary, FX Luxury Las Vegas I, LLC, filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
on April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).

The Las Vegas Subsidiary owns approximately 17.72 contiguous acres
of real property located at the southeast corner of Las Vegas
Boulevard and Harmon Avenue in Las Vegas, Nevada, which secures
its mortgage loans in the aggregate principal amount of $454
million as of April 21, 2010.  The Las Vegas Property constitutes
substantially all of the Company's business.

The Las Vegas Subsidiary initiated the Chapter 11 Bankruptcy
Proceeding pursuant to the terms and conditions of a Lock Up
Agreement, as amended.

Reuters says FX Luxury Las Vegas has $139.6 million of assets and
$492.6 million of liabilities.  Reuters relates the Company said
the property is worth $137.7 million, barely half of the $268.1
million of secured claims on it.

The Lock Up Agreement contemplates the orderly liquidation of the
Las Vegas Subsidiary in the Chapter 11 Bankruptcy Proceeding by
disposing of the Las Vegas Property for the benefit of the Las
Vegas Subsidiary's (and its predecessor entities') creditors
either pursuant to an auction sale for at least $256 million or,
if the auction sale is not completed, pursuant to a prearranged
sale to the Newco Entities under the terms of the Chapter 11
Bankruptcy Proceeding's plan of liquidation.

The Lock Up Agreement is terminable by the first lien lenders, so
long as they are not in breach of the Agreement, under certain
conditions, including, without limitation, (i) if the interim cash
collateral order for the Chapter 11 Bankruptcy Proceeding has not
been entered on or before May 5, 2010 or the final cash collateral
order for the Chapter 11 Bankruptcy Proceeding has not become a
final order on or before June 15, 2010, or (ii) if it is
reasonably certain that neither the auction sale of the Las Vegas
Property nor the plan of liquidation's effective date is capable
of occurring prior to August 11, 2010.

The Lock Up Agreement is terminable by the Las Vegas Subsidiary,
so long as neither the Las Vegas Subsidiary nor the Newco Entities
are in breach of the Agreement, if any of the first lien lenders
breach any of their obligations under the Lock Up Agreement after
giving effect to any applicable notice and cure period.

The Lock Up Agreement is terminable by either the Las Vegas
Subsidiary or the Newco Entities if the final order has not been
entered confirming the plan of liquidation and allowing the
effective date for the plan of liquidation to occur on or before
August 10, 2010.

If the Las Vegas Property is sold under the Lock Up Agreement
pursuant to the auction sale, it is highly unlikely that the
Company will receive any benefit from such auction sale. If the
auction sale is not completed and the Las Vegas Property is sold
under the Lock Up Agreement pursuant to the prearranged sale to
the Newco Entities, the Company will not receive any benefit from
such prearranged sale.

The parties to the First Amendment to Lock Up and Plan Support
Agreement, dated as of April 16, 2010, are:

     (a) The First Lien Lenders under the Amended and Restated
         Credit Agreement, dated as of July 6, 2007, among FX
         Luxury Las Vegas I, LLC, a Nevada limited-liability
         company (fka Metroflag BP, LLC) and FX Luxury Las Vegas
         II, LLC, a Nevada limited-liability company (fka
         Metroflag Cable, LLC and subsequently merged into the
         Debtor), FX Luxury Las Vegas Parent, LLC, a Delaware
         limited-liability company (fka BP Parent, LLC and
         subsequently merged into the Debtor), the First Lien
         Lenders from time to time party thereto and Credit
         Suisse, Cayman Islands Branch, as administrative agent
         and collateral agent for the First Lien Lenders and
         Credit Suisse Securities (USA) LLC, as syndication agent,
         sole book running manager and sole lead arranger;

     (b) Landesbank Baden-Wurttemberg, New York Branch (as
         successor-in-interest to Credit Suisse, Cayman Islands
         Branch, the "First Lien Agent"; and together with the
         First Lien Lenders, the "Senior Group");

     (c) The Debtor; and

     (d) LIRA Property Owner, LLC, as New Borrower, a Delaware
         limited liability company, and LIRA LLC, as New Parent.

A full-text copy of the Lock-up Agreement is available at no
charge at http://ResearchArchives.com/t/s?60a1

                   http://researcharchives.com/t/s?6005

Based in New York, FX Real Estate and Entertainment Inc. owns and
operates 17.72 contiguous acres of land located at the southeast
corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas,
Nevada.  The Las Vegas property is currently occupied by a motel
and several commercial and retail tenants with a mix of short and
long-term leases.  The first lien lenders had a receiver appointed
on June 23, 2009, to take control of the property and as a
consequence, the property is no longer being managed or operated
by the Company.

The Company's balance sheet at December 31, 2009, showed
$141.0 million in assets and $494.1 million of debt, for a
stockholders' deficit of $353.1 million.

LL Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.


GARY MCLEAN: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gary R. McLean
        2716 Elliott Avenue
        PH2
        Seattle, WA 98121

Bankruptcy Case No.: 10-14407

Chapter 11 Petition Date: April 20, 2010

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

Judge: Thomas T. Glover

Debtor's Counsel: Jeffrey L. Smoot, Esq.
                  Lasher Holzapfel Sperry & Ebberson PLLC
                  601 Union, Suite 2600
                  Seattle, WA 98101-4000
                  Tel: (206) 624-1230
                  Fax: (206) 340-2563
                  E-mail: smoot@lasher.com

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

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

The petition was signed by Gary R. McLean.

Debtor's List of 15 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
SunTrust Bank                                    $2,300,000
PO Box 4418
Atlanta, GA 30302-4418

Marie Durflinger                                 $106,512

The Johnson Law Group                            $57,982

Smyth & Mason PLLC                               $40,000

Kathleen Ann McLean                              $37,649

120 2nd Ave Bldg Assoc                           $10,263

Hideaway Golf Club                               $10,000

Quarry Golf Club                                 $10,000

Tehama Golf Club                                 $10,000

Blaine County Treasurer                          $5,865

Riverside County Treasurer                       $4,370

The Hideaway Owners Assoc                        $2,755

Terenue Ventures                                 $465

Textron Financial Corp                           Unknown

US Bank NA                                       Unknown


GENERAL GROWTH: GE Capital Out of Creditors Committee
-----------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Diana G. Adams,
United States Trustee for Region 2, removed on April 5, 2010,
2010, General Electric Capital Corp., as member of the Official
Committee of Unsecured Creditors in General Growth Properties,
Inc., and its debtor-affiliates' Chapter 11 cases.

The U.S. Trustee also replaced Fidelity Fixed Income Trust,
Fidelity Strategic Real Return Fund and Fidelity Investments with
Fidelity Summer Street Trust as member of the Creditors Committee.
Fidelity Summer can be reached at:

  Fidelity Summer Street Trust:
  Fidelity Capital & Income Fund
  Attn: Andrew Boyd
  82 Devonshire Street, V13G
Boston, Massachusetts 02109

The Fidelity Entities are managed by Fidelity Management &
Research Company.

The existing members of the Committee are:

-- Eurohypo AG, New York Branch;
-- The Bank of New York Mellon Trust Co.;
-- American High-Income Trust;
-- Fidelity Fixed Income Trust, Fidelity Strategic Real Return
    Fund and Fidelity Investments;
-- Wilmington Trust;
-- Taberna Capital Management, LLC;
-- Macy's Inc.;
-- Millard Mall Services, Inc.;
-- Luxor Capital Group, LP; and
-- M&T Bank.

                       About General Growth

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

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

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


GENERAL GROWTH: Proposes Elk Grove City Pact
--------------------------------------------
Debtor Elk Grove Town Center, L.P., seeks the U.S. Bankruptcy
Court for the Southern District of New York's permission to enter
into a stipulation with the City of Elk Grove, the Sacramento Area
Sewer District and the Sacramento County Water Agency.

The Debtor owns a real property in the area of Elk Grove,
California.  In September 2001, the City and the Debtor entered
into a development agreement establishing zoning ordinances and
conditions and restrictions applicable to the development by the
Debtor of a regional mall on the Shopping Center Site and
providing for the Debtor's related financing and installation of
the certain offsite public improvements.  Development at the
Shopping Center Site began in September 2007 and the Elk Grove
Promenade was scheduled to open to the general public between
October 2008 and March 2009.  However, the Debtors suspended
development on the Elk Grove Promenade in 2008, and the
Infrastructure Improvements remain unfinished.

In connection with the Debtor's construction of the
Infrastructure Improvements, it entered into various agreements
with public entities for reimbursements and credits relating to
the Infrastructure Improvements.  The agreements related to the
Infrastructure Improvements are:

  (1) a reimbursement agreement for the construction of the Elk
      Grove Promenade Major Roads Trunk Sewer and related work
      between the Debtor and the SASD, which provides for a
      maximum total reimbursement of $730,467 for the
      construction costs, engineering design and construction
      staking costs of the trunk sewer facilities;

  (2) a reimbursement agreement for certain water transmission
      mains to be located in Promenade Parkway, Bilby Road,
      Grant Line Road, Kammerer Road and Lent Ranch Parkway
      between the Debtor and the SCWA, providing for a total
      allowable reimbursement for engineering and construction
      costs for $1,032,873 to be provided within five years of
      the SCWA's acceptance of the major roads water
      transmission lines; and

  (3) a reimbursement agreement for the cost of construction of
      sewer lift station and force main trunk sewer facilities
      between the Debtor and the SASD, providing for a maximum
      reimbursement of $2,419,02 for the construction costs,
      engineering design and construction staking costs
      associated with the sewer lift station and force main
      trunk sewer facilities.

To obtain the reimbursements or credits provided for under these
agreements, the Debtor must complete the Infrastructure
Improvements and clear the title to the Infrastructure
Improvements so that those improvements may be accepted by the
Public Entities.

The Debtor and the SCWA, for the benefit of the City, who will
own and maintain the improvements, are also finalizing a
development impact fee credit agreement for the costs of certain
of the Infrastructure Improvements relating to the trunk
stormwater drainage infrastructure.  The Debtor and SCWA intend
to apply the development impact credits provided under the SCWA
Trunk Stormwater Drainage Credit Agreement to offset about
$1,945,467 in developer impact fees owed by the Debtor.

The City agreed to reimburse the Debtor, upon completion of the
Infrastructure Improvements, for the cost of construction of the
roadways pursuant to the provisions of Chapter 16.95 of the Elk
Grove Municipal Code establishing the City's Roadway Fee Program
and the terms and conditions of a reimbursement agreement to be
negotiated by the City and the Debtor.  However, the City and the
Debtor were unable to finalize a reimbursement agreement because
the Infrastructure Improvements were not completed.  The City
currently has about $6,000,000 in its Roadway Fee Program fund
that is available to reimburse the Debtor once the Public
Improvements are completed and accepted by the City.

After extensive arm's-length negotiations, the Parties entered
into the Stipulation setting forth these salient terms:

  (1) The Debtor agrees to undertake any and all efforts and
      expend all amounts necessary to complete the
      Infrastructure Improvements including completion of the
      roadways, water and sewer transmission lines, and the
      sewer lift station, and trunk stormwater drainage.

  (2) The Debtor agrees to satisfy outstanding amounts for
      work performed relating to construction of the
      Infrastructure Improvements.

  (3) In reliance upon the Parties' Stipulation, including the
      Debtor's agreement to complete the Infrastructure
      Improvements:

      -- The City and the Debtor will enter into the City
         Reimbursement Agreement, subject to City Council
         approval, to provide for reimbursement of the actual
         or allowable costs of the specified roadway-related
         Infrastructure Improvements; and

      -- The SCWA and the Debtor will enter into a development
         impact fee credit agreement providing for certain
         credits for the cost of construction of certain of the
         Infrastructure Improvements relating to the trunk
         stormwater drainage infrastructure.

  (4) The Debtor will seek Bankruptcy Court approval to complete
      the Infrastructure Improvements and convey the
      Infrastructure Improvements free and clear of all liens
      and interests pursuant to the Reimbursement Agreements.

  (5) The City will seek preliminary approval of the City
      Reimbursement Agreement from the Elk Grove City Council.

  (6) The SCWA will recommend approval of the SCWA Trunk
      Stormwater Drainage Credit Agreement to the Sacramento
      County Water Agency's Board of Directors.

  (7) Pursuant to the Reimbursement Agreements, after the
      Public Entities' inspection and acceptance of the
      Infrastructure Improvements, the Debtor will convey and
      vest full, complete and clear title in the Infrastructure
      Improvements to the relevant Public Entity.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Debtor's entry into the Stipulation will
enable it to complete the Infrastructure Improvements and obtain
valuable reimbursement funds and credits for the completed
Infrastructure Improvements available under the Reimbursement
Agreements, and positions the Elk Grove Promenade project for
eventual completion.  In addition, completion and conveyance of
the Infrastructure Improvements will allow the Debtor to apply
substantial impact fees credits available under the Reimbursement
Agreements to offset fees due to the Public Entities, thus
recognizing a substantial savings for the Debtor's estate and
inuring to the benefit of all stakeholders, he maintains.

Although the Debtor believes that the Infrastructure Improvement
Conveyances are within the scope of its ordinary course of
business and permitted under Section 363(c) of the Bankruptcy
Code and the Ordinary Course Sales Order, the Debtor filed this
motion out of abundance of caution.

The Court will consider the Infrastructure Improvements Motion on
April 29, 2010.  Objections are due April 22.

                       About General Growth

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

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

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


GENERAL GROWTH: White Marsh, 8 Others Emerge from Bankruptcy
------------------------------------------------------------
Nine affiliates of General Growth Properties, Inc., emerged from
Chapter 11 on March 31, 2010, and April 2 and 6, 2010, according
to a notice filed with the United States Bankruptcy Court for the
Southern District of New York:

Debtor Affiliate                           Emergence Date
----------------                           --------------
White Marsh Mall, LLC                      March 31, 2010
White Marsh Mall Associates                March 31, 2010
White Marsh Phase II Associates            March 31, 2010
White Marsh General Partnership            March 31, 2010
Stonestown Shopping Center Holding L.L.C.   April 2, 2010
Stonestown Shopping Center L.L.C.           April 2, 2010
Stonestown Shopping Center, L.P.            April 2, 2010
Beachwood Place Holding, LLC                April 6, 2010
Beachwood Place Mall, LLC                   April 6, 2010

The Plan Debtors' Joint Plan of Reorganization is deemed effective
as of March 31, 2010, and April 2 and 6, 2010.  Counsel to General
Growth, James H.M. Sprayregen, P.C., at Weil, Gotshal & Manges
LLP, in New York -- james.sprayregen@kirkland.com -- informed
Bankruptcy Judge Allan L. Gropper that each of the conditions
precedent to consummation of the Plan has been satisfied or waived
in accordance with the Plan.

After the Effective Date, and without the need for further Court
approval, the Plan Debtors may (a) cause any or all of the Plan
Debtors to be merged into or contributed to one or more of the
Plan Debtors or non-Debtor Affiliates, dissolved or otherwise
consolidated or converted, (b) cause the transfer of assets
between or among the Plan Debtors or non-Debtor Affiliates
or (c) engage in any other transaction in furtherance of the Plan.

The Plan provides for 100% recovery to all holders of Claims
against, and Interests in, the Plan Debtors.

The order confirming the Plan on December 15, 2009, the second
order confirming the Plan on December 23, 2009, the third
order confirming the Plan on January 20, 2010, the fourth
order confirming the Plan on February 16, 2010, the fifth order
confirming the Plan on March 3, 2010, the sixth order confirming
the Plan on March 18, 2010, and the seventh order confirming the
Plan on March 26, 2010, and the Plan establish certain deadlines
by which holders of Claims must take certain actions.

Full-text copies of the Confirmation Orders dated December 15, and
23, 2009, January 20, 2010, February 16, 2010, and March 3, 18 and
20, 2010, are available for free at:

* http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf
* http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf
* http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf
* http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf
* http://bankrupt.com/misc/ggp_Mar3ConfOrder.pdf
* http://bankrupt.com/misc/ggp_Mar18ConfOrder.pdf
* http://bankrupt.com/misc/ggp_Mar26ConfOrder.pdf

                       About General Growth

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

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

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


GENERAL GROWTH: Simon Property Group Beefs Up Offer
---------------------------------------------------
Simon Property Group, Inc., has sent a letter to General Growth
Properties, Inc., outlining improvements and modifications to the
terms of SPG's April 14, 2010, proposal to recapitalize GGP.  As
previously announced, SPG would invest $2.5 billion at the same
per share price as the plan of reorganization sponsored by
Brookfield Asset Management.  To date, Paulson & Co., ING Clarion
Real Estate Securities, Oak Hill Advisors, RREEF and Taconic
Capital Advisors have committed to invest a combined $2.1 billion
in GGP without receiving any of the highly dilutive and expensive
warrants that GGP proposes to issue to Brookfield, Pershing Square
and Fairholme Capital.

The amended proposal offers significantly higher value and
substantially greater certainty to GGP and all of its stakeholders
than the transaction proposed by Brookfield. Most notably:

SPG has agreed to backstop a $1.5 billion credit facility
necessary for GGP to close and emerge from bankruptcy, thus
eliminating a great risk and uncertainty inherent in the
Brookfield-led proposal;

SPG would agree to limits on its governance rights, including a
cap on its voting rights at 20%, the right to designate only 2 of
9 GGP board members.  SPG's proposed nominees, Dale Anne Reiss and
Peter Linneman, are both highly respected, have significant
experience in the real estate industry and are not affiliated with
SPG;

SPG has agreed to waive a $12.5 million fee that would be levied
by Brookfield, Pershing Square and Fairholme Capital for their
commitment to backstop the contemplated GGO rights offering; and

SPG will agree to pay the holders of GGP's unsecured claims cash
equal to the amount of accrued and unpaid pre-petition and post-
petition interest at the stated non-default contract rate through
the effective date of the plan plus default or compound interest,
if any.

Following is the text of the letter sent by SPG to GGP:

April 21, 2010

CONFIDENTIAL

Mr. Adam Metz

Chief Executive Officer

General Growth Properties, Inc.

110 North Wacker Drive

Chicago, Illinois 60606

Dear Adam:

This will formally confirm that Simon Property Group remains
prepared to participate in the recapitalization of General Growth
Properties on the terms we proposed in our letter of April 14th,
subject to the improvements and modifications in favor of GGP and
its stakeholders which we have discussed with you and your team
and which are described in this letter.  Our amended proposal
delivers significantly higher value and substantially greater
certainty of closing to GGP and all of its stakeholders than the
transaction proposed by Brookfield Asset Management.

Consideration. Simon would: acquire 250,000,000 shares of common
stock in GGP for $2.5 billion in the aggregate, or $10.00 per
share; fully backstop the additional 380,000,000 shares of common
stock to be issued in the GGP reorganization and recapitalization,
also at $10.00 per share, for $3.8 billion in the aggregate, to
the extent commitments have not been received from other investors
for that capital (as of today, $2.1 billion of such commitments
have already been received, and Simon is highly confident of
placing all of the contemplated equity capital); fully backstop
the $1.5 billion credit facility contemplated to form a part of
GGP's post-recapitalization balance sheet; and fully backstop the
GGO rights offering, to the extent not backstopped by identified
co-investors.

Warrants. Neither Simon nor any of the other purchasers of GGP
equity as part of the recapitalization would receive any warrants
or similar up-front payment or fees in respect of their commitment
to invest in GGP, either on an interim basis, or as part of the
post-reorganization consideration to be issued in respect of these
equity investments.  As we previously noted, we estimate that by
eliminating these warrants, and their dilutive effect, this
benefit could be at least $895 million, or $2.75 per share based
on today's share count.

Governance.  As you know, in order to avoid the perceived risk of
any challenge to the proposed transaction, Simon proposed
substantial limits on its governance rights, described in Annex A
to our April 14 letter.  In response to your request, and in order
to even further dispel any concerns, by market participants,
regulators or otherwise, regarding GGP's independence after the
consummation of a Simon-led recapitalization, Simon would agree to
the revised limits on its governance rights described in Annex A
hereto, including a cap on its voting rights at 20%, the right to
designate only 2 of 9 members to the GGP board of directors (as
contrasted with the 3 of 9 that Brookfield would have the right to
nominate pursuant to its proposal), and the requirement that any
such nominees be independent and not affiliated with Simon.  In
fact, our 2 proposed directors are Dale Anne Reiss, former Senior
Partner and Global Americas Director with Ernst & Young, LLP, and
Peter Linneman, Professor of Real Estate, Finance and Public
Policy at the Wharton School of Business. Both are distinguished
professionals with substantial real estate expertise who are not
affiliated with Simon.

In this regard, it is not Simon's intent to gain control of GGP
pursuant to the backstop obligations it is undertaking so as to
provide certainty to GGP and assure a robust post-recapitalization
capital structure, and, as set forth on the revised Annex A
attached, Simon would agree to dispose of any interest in GGP in
excess of 45%, regardless of any other requirement to do so, and
to in any event dispose of any interest in GGP in order to satisfy
any applicable regulatory authority, or avoid or lift any
injunction, and accordingly to provide GGP with great certainty as
to closing and equally great certainty as to its ability to
operate independently and be perceived as doing so by the market
and all of its constituencies.

Co-Investors. As of the date of this letter, Simon has received
commitment letters from Paulson & Co., Taconic Capital, ING
Clarion Real Estate Securities, Oak Hill Advisors and RREEF who
are together interested in co-investing, in the aggregate, at
least $2.1 billion in equity in connection with a Simon sponsored
recapitalization of GGP, discussions with other potential sources
of capital are ongoing, and Simon is highly confident of placing
all of the contemplated equity capital.  As noted, to the extent
that Simon does not find replacements for the full amount of the
Pershing Square and Fairholme commitments, Simon will fully
backstop the entire amount of such co-investment commitments,
without any warrants, as well as backstopping an additional $125
million investment in GGO as Pershing Square and Fairholme are
currently contemplated to do.

As noted, GGP would not be expected or required to issue any
warrants or incur any up-front commitment or other similar
payments or fees in respect of the Simon, Paulson or other
commitments to support the GGP recapitalization.  Moreover, the
Paulson and other co-investor equity commitments would be subject
to claw-back reduction or cancellation by GGP on the same terms as
are those of the existing Pershing Square and Fairholme
commitments, subject only to the payment of a modest cancellation
fee on any unused commitments of the equity co-investors other
than Paulson.

Additionally, although the Brookfield proposal would prohibit GGP,
at closing, from having any five investors (other than Brookfield,
Pershing Square and Fairholme) who together owned 30% of GGP's
common stock, Simon has agreed to lower this limit from five to
four, permitting GGP greater flexibility in seeking additional
investors in its recapitalization.

$1.5 Billion Debt Incurrence. Under the Brookfield proposal, GGP
must incur an additional $1.5 billion of new, unsecured corporate
debt in order to close and emerge from bankruptcy.  We understand
that GGP has not yet obtained this new debt.  Simon will eliminate
the risk with respect to this $1.5 billion of capital, and the
contingency the requirement to raise it imposes on the Brookfield-
sponsored recapitalization, by agreeing to backstop the entire
amount, on mutually agreeable market terms.  Simon will also
provide full assistance to GGP in helping arrange this facility,
to the extent GGP so requests.

Closing Certainty.  As a condition to its obligation to consummate
its investment, Simon would require GGP to have a minimum
liquidity of only $350 million, and a maximum aggregate
indebtedness of $22.25 billion, in each case as you have requested
as a variation from the terms of the Brookfield transaction.  This
provides GGP with $300 million more liquidity flexibility - and
therefore greater certainty of closing - than the more stringent
standards insisted upon by Brookfield (minimum liquidity of $500
million and maximum aggregate indebtedness of $22.1 billion).

Further, with respect to the GGO spin-off, Simon would agree to
delete the concept of "Essential Assets," thereby providing GGP
with greater latitude in structuring the GGO spin-off and
eliminating any risk that a delay in the formation of GGO and the
transfer of assets to it will jeopardize the closing of the entire
GGP recapitalization or allow any party the opportunity to
renegotiate the terms of its investment.

Preemptive Rights.  Brookfield would have preemptive rights with
respect to issuances of stock by either GGP or GGO so long as it
is a 5% or greater holder in the respective entity.  Simon will
agree to limit its preemptive rights in GGP, such that they would
only apply for so long as Simon holds a 15% or greater interest in
GGP.

GGO Backstop Fee.  Brookfield, Pershing Square and Fairholme
propose to receive an aggregate of $12.5 million, payable in GGO
shares, as a fee for their commitment to backstop the contemplated
GGO rights offering.  Simon and its co-investors will waive this
fee.

Default and Compound Interest.  Simon will agree to pay the
holders of unsecured claims in GGP cash in the amount equal to the
amount of accrued and unpaid prepetition interest and postpetition
interest at the stated non-default contract rate through the
effective date of the plan plus default or compound interest, if
any, as reflected in the Plan Summary Term Sheet attached to our
proposed form of Investment Agreement.  The Brookfield proposal
would not provide unsecured creditors with any recovery for the
amount of their claims with respect to default or compound
interest.

No Financing or Other Contingencies.  As in our initial proposal,
there will be no financing condition whatsoever to Simon's
obligations to close the transaction.  As you know, Simon has an
equity market capitalization in excess of $27 billion,
$3.5 billion of available cash on its balance sheet, and $3.3
billion of available borrowing capacity under its revolving credit
facility.  Simon would be fully and immediately responsible for
its commitment and backstop obligations. Simon's investment would
not be contingent on any vote of Simon shareholders.

Improvement to Brookfield Terms.  Except as specified herein, the
terms of Simon's formal binding contractual commitment to invest
in GGP would be substantially identical to Brookfield's
obligations pursuant to the Brookfield Investment Agreement and
the other agreements contemplated thereby.  Our proposed form of
Investment Agreement, reflecting the revised proposal described
above (and including the Plan Summary Term Sheet, also revised to
reflect the improvements to our proposal described in this
letter), and which we are prepared to enter into immediately, is
being forwarded separately by our counsel to your counsel,
together with a comparison to the form of agreement we provided to
you on April 14 and copies of the additional commitment letters we
have received from Taconic Capital, ING Clarion Real Estate
Securities, Oak Hill Advisors and RREEF.

We look forward to speaking to you on Thursday and to continuing
our work towards an agreement.

Very truly yours,

David Simon

Chairman of the Board and

Chief Executive Officer

cc: Board of Directors, General Growth Properties, Inc.

Official Committee of Equity Security Holders

Official Committee of Unsecured Creditors

Jackson Hsieh, UBS Investment Bank

                         Antitrust Protections

The U.S. antitrust authorities have consistently recognized that
the retail real estate industry is highly competitive and
fragmented.  It is one of the only industries exempted from the
notification and waiting period requirements of the Hart-Scott-
Rodino Act.  Furthermore, the federal antitrust agencies and the
courts have repeatedly indicated that there is no separate
relevant product market for shopping malls.  Rather, a properly
defined relevant market would include all retail real estate.

According to recent estimates, there are over 100,000 shopping
centers of all kinds in the U.S. containing approximately
7 billion square feet.  Moreover, in addition to the wide variety
of physical stores, e-commerce websites and mail order catalogs
have become established and powerful retail outlets. Only a small
fraction of U.S. retail sales are conducted in properties owned by
SPG and GGP.

SPG strongly believes that its proposal to take a passive minority
stake, with numerous procedural and governance safeguards, and
together with a group of highly sophisticated, experienced and
independent investors, does not pose any concern for the
stakeholders of GGP.

Specifically, Simon's acquisition of a 20% voting interest / 25%
economic interest in GGP and the right to designate 2 of 9 members
to the GGP board with independent directors, unaffiliated with
Simon, will be subject to substantial limitations and
restrictions.  Among other things:

GGP will remain a separate company, with its own management and
board, and a majority of independent board members.  All leasing
decisions will be made at the property/operating company level,
and Simon will not directly or indirectly try to influence them.

The Simon designated GGP board members will not be affiliated with
Simon and their service on the GGP board would be consistent with
applicable antitrust laws and other rules.

Simon designated GGP board members shall not be allowed to cast a
vote on any capital investment, acquisition or divestiture
decision of GGP that relates to mall/lifestyle center properties
that are within the trade area of a mall/lifestyle center that
Simon manages or has an interest in.

To the extent that Simon acquires in excess of the 45% interest of
GGP in order to fulfill the investment currently contemplated to
be provided by Pershing Square and Fairholme, Simon will sell or
distribute the excess interests, or to put the excess interests
into a trust with the following terms and conditions, among
others:

The excess interests would be nonvoting pending disposition.

The trustee would be instructed to sell the excess interests,
either as a block or in a series of sales, at such time and under
such conditions as to ensure that the divestitures do not
adversely affect GGP or its ability to raise capital.

The trustee would not be a director, officer, manager, agent or
employee of Simon and would expressly have no fiduciary duty to
Simon other than to carry forth the purposes of the trust
agreement.

SPG would also sell, distribute or put into a trust additional GGP
shares to the extent required by regulatory authorities.

                  About Simon Property Group

Simon Property Group, Inc. is an S&P 500 company and the largest
real estate company in the U.S.  The Company currently owns or has
an interest in 381 properties comprising 260 million square feet
of gross leasable area in North America, Europe and Asia.  Simon
Property Group is headquartered in Indianapolis, Indiana and
employs more than 5,000 people worldwide.  The Company's common
stock is publicly traded on the NYSE under the symbol SPG.

                        About General Growth

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

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

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


GENERAL MOTORS: Repays Loans to U.S. Government & Canada's EDC
--------------------------------------------------------------
General Motors Holdings LLC, a wholly owned subsidiary of General
Motors Company, on April 20, 2010, repaid all loans and other
amounts outstanding under its secured credit agreement with the
United States Department of the Treasury in an aggregate amount of
$4.7 billion.  General Motors of Canada Limited, a wholly owned
subsidiary of GM Holdings, repaid all loans and other amounts
outstanding under GMCL's loan agreement with Export Development
Canada in an aggregate amount of C$1.1 billion.

Following the repayment of the obligations under the UST Credit
Agreement and the Canadian Loan Agreement, funds in an amount of
$6.6 billion that were held in escrow have been released to GM
Holdings, and the availability of those funds is no longer subject
to the conditions set forth in the UST Credit Agreement.

Reuters says GM remains nearly 61% owned by the U.S. government
and 12% owned by the Canadian government after the loan
repayments.  Most of the roughly $50 billion of support from the
U.S. government was converted to common and preferred stock.

                       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 US$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)


GENERAL MOTORS: Has "Real Possibility" of IPO by Yearend
--------------------------------------------------------
Reuters' Carey Gillam and David Bailey report that General Motors
Co.'s Chief Executive Ed Whitacre said on Wednesday the automaker
"a real possibility" of launching an initial public offering by
the end of the year.

According to Reuters, Mr. Whitacre -- when asked whether GM could
complete an offering by the end of 2010 -- said, "I am not certain
at all, but we are working hard on it.  It is a real possibility."

Reuters also relates Mr. Whitacre said GM would invest $257
million at its Kansas City, Kansas, and Detroit Hamtramck assembly
plants to build the next version of the Chevrolet Malibu.

                       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 US$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)


GRAFTECH INTERNATIONAL: S&P Assigns Rating on $230 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BBB'
issue-level rating (two notches above the corporate credit rating
on the parent company, GrafTech International Ltd.) to GrafTech
Finance Inc.'s proposed $230 million senior secured revolving
credit facility due 2013.  The recovery rating is '1', indicating
S&P's expectation of very high (90% to 100%) recovery in the event
of a payment default.  The ratings are based on preliminary terms
and conditions.

It is S&P's understanding that the borrowers under the facility
will be GrafTech Finance and GrafTech Switzerland S.A.  The
facility will be guaranteed by GrafTech and certain of its
subsidiaries, with all guarantors providing a first priority lien
on their assets as security to the facility.  In addition, the
obligations of GrafTech Switzerland S.A. will be secured by a
pledge of all the equity and intercompany indebtedness owned by it
and all its assets located in the U.S.

The ratings on Parma, Ohio-based GrafTech reflect the company's
fair business risk profile, which its significant exposure to the
cyclical steel industry, high degree of supplier concentration,
and continued raw material cost pressures demonstrate.  Still, the
company maintains a good market position in graphite electrodes,
possesses healthy margins, and has an intermediate financial risk
profile driven mainly by its very low book debt balances.

                           Ratings List

                    GrafTech International Ltd.

     Corporate credit rating                      BB+/Stable/--

                            New Ratings

                      GrafTech Finance Inc.

   $230 million secured revolving credit facility due 2013  BBB
    Recovery rating                                         1


GRAYL'S LANTERN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Grayl's Lantern Lane, Inc.
        340 Beach Drive N.E.
        Saint Petersburg, FL 33701

Bankruptcy Case No.: 10-09198

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Timothy M. Papp, Esq.
                  Timothy Papp & Associates, LLC
                  11681 Seminole Boulevard
                  Largo, FL 33778
                  Tel: (727) 393-8351
                  Fax: (727) 392-2188
                  E-mail: mbaeten@honestrep.com

Scheduled Assets: $2,509,512

Scheduled Debts: $2,307,050

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb10-09198.pdf

The petition was signed by Dale Grayl, president.


HARMONY PARK: Taps Peter M. Lahni, Jr., as Chapter 11 Trustee
-------------------------------------------------------------
Harmony Park LLC asks the U.S. Bankruptcy Court for the Southern
District of Ohio for permission to employ Peter M. Lahni, Jr., as
trustee of the Debtor.

Mr Lahni will, among other things:

   a) take all necessary action to consult with Debtor concerning
      the marketing and sale of Debtor's assets;

   b) negotiate with potential purchasers concerning the price and
      terms of sale of Debtor's assets;

   c) negotiate with secured creditors concerning the sale of
      Debtor's assets.

The Debtor relate that Mr. Lahni's hourly rate is $225.  Mr. Lahni
also requests for a $10,000 retainer fee.

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

The Debtor adds that the appointment of Mr. Lahni will provide

reassurance to creditors and parties-in-interest, and to the U.S.
Trustee's Office, that Debtor's estate is being administered by a
disinterested professional.

                      About Harmony Park LLC

North Bend, Ohio-based Harmony Park LLC filed for Chapter 11
bankruptcy protection on March 12, 2010 (Bankr. S.D. Ohio Case No.
10-11566).  Charles M. Meyer, Esq., and Deepak K. Desai, Esq., at
Santen & Hughes LPA, assist the Company in its restructuring
effort.


HAWKER BEECHCRAFT: Inks Employment Contract with Worth Boisture
---------------------------------------------------------------
Hawker Beechcraft Company entered into an employment agreement
with Worth W. Boisture, Jr., President of Hawker Beechcraft
Acquisition Company, LLC, pursuant to which, among other things,
the Company agreed to purchase Mr. Boisture's residence in
Savannah, Georgia if he was unable to sell the residence.

On April 7, 2010, Mr. Boisture's residence was purchased by a
third-party relocation agent acting on the Company's behalf for
$1.04 million, the average appraised value of the residence based
on two independent third party appraisals.  In addition to the
residence's purchase price, the Company agreed to pay Mr. Boisture
$360,000, and a gross-up payment of $254,859 in respect of
additional taxes owed by Mr. Boisture with respect to this
payment.

Mr. Boisture has agreed that if the relocation agent ultimately
sells the residence for less than $1 million, Mr. Boisture will
refund the Company 50% of any amounts for which the residence
sells for less than $1 million, subject to an agreed floor amount.

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

                           *     *     *

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

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

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

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

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


HAWKINS PRECAST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hawkins Precast Concrete Products, LLC
        780 Route 910
        Cheswick, PA 15024

Bankruptcy Case No.: 10-22857

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: James A. Prostko, Esq.
                  Prostko & Santillan, LLC
                  650 Corporation Street, Suite 304
                  Beaver, PA 15009
                  Tel (412) 261-2755
                  E-mail: jprostko@fyi.net

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 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/pawb10-22857.pdf

The petition was signed by Mark T. Hawkins, president.


HEALTHSOUTH CORP: Picks Douglas Coltharp as Chief Fin'l Officer
---------------------------------------------------------------
HealthSouth Corporation appointed Douglas E. Coltharp as executive
vice president and chief financial officer, effective May 6, 2010.
Coltharp, who brings more than 20 years of senior financial and
strategic planning experience to the position, will be responsible
for all financial operations of the Company.  This appointment
concludes a comprehensive national search process that began at
the end of 2009.

"We are extremely pleased to welcome Doug as HealthSouth's new
chief financial officer," said HealthSouth President and Chief
Executive Officer Jay Grinney.  "He is a talented finance
professional with an impressive track record of exemplary
performance and accomplishments.  I am confident that Doug's
strategic acumen, effective leadership style and broad experience
will be a great addition to our executive management team.  I
would also like to thank Ed Fay, senior vice president -- finance
and treasurer, and Andy Price, senior vice president -- chief
accounting officer, for their valuable leadership during this
transition period."

"I am very excited to have the opportunity to join HealthSouth and
be a part of an organization that plays such an important role in
the delivery of quality rehabilitation services and care to so
many patients across the country," said Mr. Coltharp.  "I look
forward to building on HealthSouth's momentum by working to
support the Company's execution and achievement of its strategic
objectives, furthering the development of new growth opportunities
and delivering value for HealthSouth shareholders."

Since May 2007, Mr. Coltharp has been a partner at Arlington
Capital Advisors and Arlington Investment Partners, LLC (AIP), a
boutique investment banking firm and private equity firm.  Prior
to that, Coltharp served 11 years as executive vice president and
chief financial officer for Saks Incorporated.  In this role, he
was responsible for recapitalizing the company and guiding it
through a series of acquisitions and organic growth strategies
that transformed it from a small cap, regional department store
operator to a Fortune 1000 national retailer.

Mr. Coltharp began his career in 1987 at Nations Bank, N.A. and
rose to become senior vice president and head of Southeast
Corporate Banking.  During this time, Coltharp advised Fortune 100
companies on capital raising and other corporate financial
matters.

Mr. Coltharp graduated magna cum laude from Lehigh University with
a bachelor's degree in Finance and Economics and earned his
master's in Business Administration with concentrations in Finance
and Strategic Planning from the Wharton School, University of
Pennsylvania.

Mr. Coltharp currently serves as a member of the Board of
Directors of Ares Capital Corporation, Under Armour, Inc. and Rue
21, Inc.

                      About Healthsouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

At Sept. 30, 2009, the Company had $1.754 billion in total assets
against $2.288 billion in total liabilities and $387.4 million of
convertible perpetual preferred stock.  At Sept. 30, 2009, the
Company had accumulated deficit of $3.756 billion, healthsouth
shareholders' deficit of $1.002 billion, noncontrolling interests
of $80.8 million and total shareholders' deficit of
$921.9 million.


HICKS SPORTS: League "In Control" of Rangers Sale Process
---------------------------------------------------------
T.R. Sullivan at MLB.com reports that billionaire Tom Hicks, who
controls the Texas Rangers, said the sale of the Rangers to a
group headed by Pittsburgh sports attorney Chuck Greenberg is at
an "impasse" until the deal is completed with the lending
institutions that hold the debt on Hicks Sports Group.

According to the report, Major League Baseball has been supportive
of the Greenberg group's efforts since it was selected as the
winning bidder by Hicks, the outgoing owner of the club.  The
group includes team president Nolan Ryan.  Commissioner Bud Selig
has expressed his desire for the transaction to be completed as
quickly as possible.

Mr. Hicks, according to the report, said the sale has not been
completed because a significant holder of HSG debt has not signed
off on the amount of money that will be distributed to the lenders
out of proceeds from the sale.

"I'm concerned about it," Mr. Hicks told reporters at Fenway Park
before Wednesday night's game.  "The sale is something that I've
supported. . . .  At the end of the day . . . [the lenders] don't
release the liens on the debt unless they approve the deal, and no
buyer is going to buy the team unless the liens are released.  We
said in Spring Training this is a complicated deal. It's even more
complicated now."

Major League Baseball is "in control of the sale process,"
according to a statement issued Wednesday night by the Office of
the Commissioner.  "As part of the Texas Rangers sale process, Tom
Hicks selected the Chuck Greenberg/Nolan Ryan group as the chosen
bidder on December 15, 2009 and entered into an exclusive
agreement with that group.

"Major League Baseball is currently in control of the sale process
and will use all efforts to achieve a closing with the chosen
bidder.  Any deviation from or interference with the agreed upon
sale process by Mr. Hicks or any other party, or any actions in
violation of MLB rules or directives will be dealt with
appropriately by the Commissioner."

Said Mr. Hicks, "This will be resolved one way or the other. I
hope it gets sorted out soon."

As reported by the TCR on April 15, 2009, Hicks Sports Group was
declared to be in default by a group of 40 financial institutions
and other investors holding $525 million in debt.  The Company
missed a $10 million quarterly interest payment on March 31, 2009,
triggering the default notice.

                        About Hicks Sports

Hicks Sports Group -- http://www.hickssportsgroup.com/-- was
formed in 1999 as a sports and entertainment holding company
controlled by Thomas O. Hicks.  Prior to the formation of HSG, Mr.
Hicks acquired the Dallas Stars in 1996 and then acquired the
Texas Rangers from the George W. Bush/Edward W. Rose partnership
in 1998.  HSG was formed to oversee the Hicks family's sports
teams, as well as the Hicks family's sports-related real estate
developments.

In a joint venture with an affiliate of the Dallas Mavericks, HSG
owns a 50% stake in Center Operating Company, the group that
manages and leases the American Airlines Center, which is home to
the Dallas Stars and the Dallas Mavericks NBA team.  Further, HSG
operates Hicks Sports Marketing Group, an entity formed in 2006 to
represent sports branding opportunities and corporate sponsorships
for HSG, most notably for the Stars, the Rangers, and real estate
projects related to Hicks' sports venues.  HSG has an interest in
eight Dr. Pepper StarCenter facilities, including the StarCenter
in Frisco, Texas, that serves as the practice facility for the
Dallas Stars, and owns approximately 40 acres surrounding the Dr.
Pepper/7 Up Ballpark in Frisco, which is designated for future
mixed-use development.  In Arlington, HSG is involved in the
development of over 100 acres, as an exciting mixed-use
development focused on restaurants and entertainment, planned
between the Rangers Ballpark in Arlington and the new Dallas
Cowboys Stadium.


HPT DEVELOPMENT: Can Access Business Revenues Until June 30
-----------------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona authorized, on a preliminary basis, HPT
Development Corporation to use all of the revenue generated by the
operation of the Debtor's business until June 30, 2010, or on the
occurrence of an event of default.

Heritage Bank, N.A., claim a lien and security interest on lots 1,
2, 4 and pursuant to that certain construction loan amounting to
$11,100,000, and deed of trust executed by the Debtor and Tay land
Holdings, L.L.C., to the Bank.  The Bank also claims a lien and
security interest on Lots 3 and 6 pursuant to that $1,400,000
business loan and deed of trust.

The Debtor will use the business revenues to pay operating
expenses with a 10% variance.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Heritage Bank postpetition
replacement liens on all property from and after the petition
date.

The Court also said that if no objections are received within 21
days of service, the April 19 order will be final.

The Debtor is represented by:

     D. Lamar Hawkins, Esq.
       E-mail: dlh@ashrlaw.com
     Philip R. Rupprecht
       E-mail: prr@ashrlaw.com
     Christopher R. Chicoine
       E-mail: crc@ashrlaw.com
     Aiken Schenk Hawkins & Ricciardi PC
     4742 North 24th St., Suite 100
     Phoenix, AZ 85016
     Tel: (602) 248-8203
     Fax: (602) 248-8840

Paradise Valley, Arizona-based HPT Development Corporation filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. D.
Ariz. Case No. 10-06294).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


HPT DEVELOPMENT: U.S. Trustee Unable to Form Creditors Panel
------------------------------------------------------------
The Office of the U.S. Trustee for Region 14 notified the U.S.
Bankruptcy Court for the District of Arizona that it was unable to
appoint an official committee of unsecured creditors in the
Chapter 11 cases of HPT Development Corporation.

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

The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.

Paradise Valley, Arizona-based HPT Development Corporation filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. D.
Ariz. Case No. 10-06294).  D. Lamar Hawkins, Esq., at Aiken Schenk
Hawkins & Ricciardi PC, 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.


HUNTER DEFENSE: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family and
probability of default rating of Hunter Defense Technologies, Inc.
The affirmation acknowledges Hunter's early 2010 acquisition of
Nordic Air, Inc., a manufacturer of environmental control products
to principally military customers.  The $95 million (including
expenses) acquisition was funded with a combination of cash on
hand, $35 million of incremental first lien term loan and a common
equity contribution.  Also in early 2010, Hunter's ultimate parent
made another relatively large acquisition of Airborne Systems
Group Limited (not rated by Moody's), a manufacturer of military
parachute products.  Although a shared services agreement exists
between Hunter and Airborne, the entity has been financed and is
held within a separate borrowing group, unrated by Moody's.

Hunter's B2 rating reflects limited scale, customer concentration,
and potential for performance volatility against improved
operating margin during the first six months of FYE June 2010, and
some de-levering that the Nordic Air acquisition brought.  The
rating benefits from sole-source status many of Hunter's CBRN
filter products hold with the U.S. Department of Defense and good
penetration of Hunter's environmental control and power generation
products within the U.S. military.  While the Nordic Air
acquisition should widen Hunter's customer range and its
environmental control product suite, integration risk should
remain elevated until achievement of the cross-sell and
manufacturing synergies sought.  Additionally, the rating is
supported by Moody's expectation that Hunter should maintain
adequate liquidity primarily through positive free cash flow
throughout the near term.

The stable outlook reflects a steady backlog level and expectation
of credit metrics on par with the B2 rating.  Although organic
revenue growth since FY2009 has been flat some improved margins
have provided offset.  A potentially substantial 2013 earn-out
payment on Nordic Air could require an additional liquidity source
(could be offset by how the company manages remaining cash flow
after required first lien repayments).  Outlook stability will
depend on sustaining interest coverage metrics, cost-effective
integration of Nordic Air, confidence of both near-term liquidity
profile adequacy and financial flexibility for the potential 2013
earn-out.

Ratings affirmed:

* Corporate family and probability of default, B2

* $20 million first lien revolver due August 2013, B1, LGD3, to
  36% from 34%

* $200 million first lien term loan due August 2014, B1, LGD3, to
  36% from 34%

* $80 million second lien term loan due February 2015, Caa1, LGD5,
  to 87% from 85%

Moody's last rating action on Hunter occurred August 20, 2009 when
the B2 corporate family rating was affirmed.

Hunter Defense Technologies, Inc., headquartered in Solon, OH, is
a provider of tactical shelters, chemical, biological,
radiological, nuclear filters and collective protective systems,
and mobile power and temperature control equipment for the U.S.
military and Homeland Security.  Annual revenues approximate
$320 million.


IRVINE SENSORS: Inks Settlement and Release with Looney Entities
----------------------------------------------------------------
Irvine Sensors Corporation and its Chief Executive Officer, John
C. Carson, and its Chief Financial Officer, John J. Stuart, Jr.
entered on March 26, 2010, into a Settlement and Release Agreement
with Timothy Looney, Barbara Looney and TWL Group, L.P., pursuant
to which the Company and Messrs. Carson and Stuart, on the one
hand, and Looney, on the other hand, settled and released all
claims and agreed to dismiss all litigation against each other
relating to the Company's acquisition of Optex Systems, Inc. in
December 2005 and various transactions related thereto, the
effectiveness of such Settlement Agreement contingent upon the
Company's receipt of consents from its senior creditors, Summit
Financial Resources, L.P. and Longview Fund, L.P.  The Company
obtained such consents from Summit and Longview on or prior to
April 9, 2010.

In connection with Longview's consent, on April 9, 2010, the
Company and Longview entered into an Agreement, Consent and Waiver
pursuant to which the Company and Longview made certain agreements
regarding the repayment of debt, cooperation in the sale of
securities, contingent issuance of securities and waiver of
certain rights in consideration for Longview delivering its
consent to the Settlement Agreement and transactions related
thereto.  Specifically, the parties agreed that:

     (i) the Company will repay to Longview all principal and
         interest due under a Secured Promissory Note dated
         July 13, 2007 upon the closing of an equity or debt
         financing (or a series of equity or debt financings)
         which results in gross proceeds to the Company in the
         aggregate in excess of $1,500,000;

    (ii) if the Company arranges for a third-party investor to
         purchase the Company's Series A-1 Convertible Preferred
         Stock and Series A-2 Convertible Preferred Stock
         beneficially owned by Longview at its Stated Value
         pursuant to a binding letter of intent delivered to
         Longview no later than June 1, 2010, Longview will sell
         the Preferred Stock to such investor on such terms and
         also sell all the Waiver Securities to such investor at a
         price per share of $0.30, provided that the closing of
         such sale occurs no later than July 15, 2010; and

   (iii) in the event the LOI is not delivered on or prior to
         June 1, 2010, the Buyout has not closed on or prior to
         July 15, 2010 or Longview still owns Preferred Stock on
         July 15, 2010, the Company shall issue to Longview (x)
         non-voting equity securities, with terms junior to the
         Company's Series B Convertible Preferred Stock,
         convertible into 1,000,000 shares of the Company's Common
         Stock and (y) a two-year warrant to purchase 1,000,000
         shares of the Company's Common Stock at an exercise price
         per share of $0.30, which was the last consolidated
         closing bid price of the Company's Common Stock prior to
         the execution of the Longview Agreement as determined in
         accordance with Nasdaq Marketplace Rules.

The terms of the Contingent Securities and the Contingent Warrant
will be negotiated in good faith and mutually agreed upon by the
parties if such issuances are required, except that both the
Contingent Securities and the Contingent Warrant must include a
blocker which would preclude conversion into Common Stock
resulting in beneficial ownership by the holder and its affiliates
of more than 4.99% of the Company's outstanding Common Stock, the
Contingent Warrant will include a cashless exercise provision, and
neither the Contingent Securities nor the Contingent Warrant will
be convertible or exercisable within six months of issuance.

Furthermore, pursuant to the Longview Agreement, Longview waived
its right to receive dividends on the Preferred Stock that have
already accumulated or will accumulate through July 15, 2010, in
consideration for the issuance by the Company to Longview of non-
voting equity securities, with terms junior to the Company's
Series B Convertible Preferred Stock, convertible into 2,750,000
shares of the Company's Common Stock on terms to be negotiated in
good faith and mutually agreed upon by the parties, except that
the Waiver Securities shall include a Blocker and the Company must
use commercially reasonable efforts to issue such Waiver
Securities within 15 business days after April 9, 2010.

In the event that the Nasdaq Stock Market objects to the Company's
issuance of the Contingent Securities, the Contingent Warrant or
the Waiver Securities, the parties must negotiate in good faith to
modify the Longview Agreement so as to effect as closely as
possible the original intent of the parties and, if required, the
Company must seek stockholder approval for such issuances at its
annual stockholders' meeting in July 2010.

Finally, pursuant to the Longview Agreement, Longview agreed to
waive (i) all anti-dilution rights under the Preferred Stock, any
warrant held by Longview or any other instrument or agreement
between the Parties that may arise with respect to the Financing,
but only to the extent that the price per share realized in such
Financing is not lower than the exercise price per share of the
Contingent Warrant and only if the Financing closes on or prior to
July 15, 2010; and (ii) to waive all Anti-Dilution Rights with
respect to the issuance of the Contingent Securities and the
Waiver Securities.

In the event that the exercise price of the Contingent Warrant is
lower than the conversion price of the Preferred Stock on the
Contingency Date, the Longview Agreement is not a waiver of Anti-
Dilution Rights with respect thereto.

Pursuant to the terms of the Settlement Agreement, the Company
agreed to issue to Mr. Looney a secured promissory note in the
principal amount of $2,500,000, and, in connection therewith, the
Company agreed to enter into a Security Agreement and an
Intellectual Property Security Agreement with Mr. Looney.

On April 14, 2010, the Company issued the Note and entered into
the Security Agreements, all on substantially the terms previously
reported, except (i) the Note requires the Company to remit
graduated monthly installment payments to Mr. Looney beginning
with a payment of $8,000 in May 2010 and ending with a payment of
$300,000 in June 2012 and (ii) a final payment of all outstanding
principal and interest is due in July 2012.

                      About Irvine Sensors

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

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

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

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


JACOBS FINANCIAL: Feb. 28 Balance Sheet Upside-Down by $8.9-Mil.
----------------------------------------------------------------
Jacobs Financial Group, Inc., filed on April 19, 2010, its
quarterly report on Form 10-Q for the three months ended
February 28, 2010.

The Company's balance sheet as of February 28, 2010, showed
$7,389,484 in assets, $13,281,797 of debts, and $2,970,772 of
mandatorily redeemable preferred stock, for a stockholders'
deficit of $8,863,085.

The Company reported a net loss attributable to common
stockholders of $355,613 on $345,638 of revenue for the three
months ended February 28, 2010, compared with a net loss
attributable to common stockholders of $618,951 on $314,839 of
revenue for the same period of 2009.

"The Company incurred operating losses (after accretion of
mandatorily redeemable convertible preferred stock, including
accrued dividends) of approximately $3,058,000 and $3,333,000 for
the years ended May 31, 2009, and 2008, and has incurred losses of
approximately $356,000 and $2,012,000 for the three and nine month
periods ended February 28, 2010.  Losses are expected to continue
until the Company's insurance company subsidiary, First Surety
Corporation develops a more substantial book of business.  While
continued improvement is anticipated as the business plan is  more
fully implemented, restrictions on the use of FSC's assets, the
Company's significant deficiency in working capital and
stockholders' equity raise substantial doubt about the Company's
ability to continue as a going concern."

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

               http://researcharchives.com/t/s?608d

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.


JOSHUA FARMER: Wants to Use Cash Collateral; Faces Objections
-------------------------------------------------------------
Joshua Farmer and Andrea Farmer seek authority from the U.S.
Bankruptcy Court for the Western District of North Carolina to use
the cash collateral securing their obligation to their prepetition
lenders.

Andrew T. Houston, Esq., at Hamilton Moon Stephens Steele &
Martin, PLLC, the attorney for the Debtors, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to weekly budgets.  The Debtors will file copies of the
budgets separately as soon as they are available.  Because the
amount of certain expenses or the timing of all expenses cannot be
predicted exactly, the Debtors propose that they be in compliance
with the Budgets so long as the Debtors do not exceed the Budgets
by more than 10% per line item (on a cumulative basis).

In exchange for using the cash collateral, the Debtors propose to
provide the lenders with replacement liens in post-petition assets
to the same extent and priority as existed pre-petition, for all
cash collateral actually expended.

Inland Mortgage Capital Corporation has objected to the Debtors'
request to use cash collateral.  Inland Mortgage is a creditor of
Groves Apartments, LLC, which was formed as a "special purpose
entity" on or about October 3, 2006, pursuant to a loan in the
original principal amount of $5,000,000 that was made by Inland as
of October 25, 2006 (the Loan).  The Debtors and Raymond B. Farmer
and Diane P. Farmer are guarantors in respect of Groves'
obligations to Inland under the Loan.

"The Debtors' request to use Groves Apartments' rents, revenues
and funds is improper as a matter of law and as a matter of
equity.  First, the Debtors' pre-bankruptcy machinations and lack
of disclosure have made it impossible to determine whether there
really is a 'emergency' need to use the rents and revenues of
Groves Apartments with respect to the maintenance and upkeep of
the Groves Apartments.  Second, the Debtors admit that they have
no evidence of adequate protection to present to the Court.
Third, the Debtors cannot establish that they will operate the
Groves Apartments or use Inland's assets in the Debtors' ordinary
course of business.  The Debtors admit that the Groves Apartments
were operated by Groves up until Groves was dissolved on April 1,
2010.  It also bears noting that the Debtors have not proposed to
use segregated accounts for Groves Apartments' rents and revenues.
In no instance should the Debtors be allowed to commingle any
funds held or received in respect of the Groves Apartments with
any other funds," Inland Mortgage says.

Should the Court determine that the Debtors have need to use
Inland Mortgage's cash collateral on an interim basis, Inland
Mortgage asks that the Court, among other things, order the
Debtors to: (i) promptly provide a complete accounting of all
rents, revenues and proceeds received in respect of the Groves
Apartments since January 1, 2010; (ii) promptly segregate, and to
keep, all rents, revenues and proceeds received in respect of the
Groves Apartments in an insured depository account separate and
apart from all other accounts and funds of the Debtors, any of
their relatives or any entity that is affiliated with any of the
Debtors or any of their relatives; (iii) promptly identify each
expert that may be called upon to testify as to the value of the
Groves Apartments or the alleged equity cushion of Inland Mortgage
and to promptly make the expert available for deposition before
the date on which the Court may conduct a subsequent hearing on
the Debtors' motion; and (iv) appear at a deposition, before the
date on which the Court may conduct a subsequent hearing on the
Debtors' motion, to be conducted with respect to the factual
issues arising in respect of the motion and without prejudice to
Inland Mortgage's rights to subsequently conduct a Rule 2004
examination or deposition of the Debtors.

The Palmetto Bank has also objected to the Debtors' request to use
cash collateral.  The Bank believes that the collateral properties
should be managed by an independent third party management company
who reports directly to the Court.  The Bank joins in the motion
of 1230 Overbrook Drive Holdings, LLC, seeking to have Easlan
Management Company, Inc., serve as a custodian/trustee/examiner to
operate the multifamily apartment and townhouse complexes which
serve as lender collateral.  The Bank wants: (a) separate
accounting for each apartment complex; (b) separate bank accounts
to ensure that funds from each collateral property are not
commingled; (c) payment of all escrowed funds for taxes into an
escrow account held by the respective lender; (d) payment of all
funds for property insurance into a trust account maintained by
counsel for the Debtors; (e) no payment of Debtors' professional
fees or quarterly bankruptcy fees from cash collateral; (f)
restrictions on payment of any amounts to insiders of the Debtors,
specifically including companies wholly owned by the Debtors; and
(g) payment of all net operating cash collateral to the respective
lenders on a monthly basis.

The Bank is represented by William L. Esser IV, Esq.
(willesser@parkerpoe.com) at Parker Poe Adams & Bernstein, LLP.

Inland Mortgage is represented by Bradley E. Pearce, Esq.
(brad.pearce@kattenlaw.com) at Katten Muchin Rosenman LLP.

                        About Joshua Farmer

Rutherfordton, North Carolina-based Joshua Farmer and Andrea
Farmer -- dba Two Mile Properties, LLC, et al. -- filed for
Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. W.D.
N.C. Case No. 10-40270).  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Raymond Farmer and Diane Farmer filed a separate Chapter 11
petition on April 5, 2010 (Case No. 10-40269), listing $10,000,001
to $50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Travis W. Moon, Esq., at Hamilton Moon Stephens Steele Martin,
assists the Debtors in their restructuring efforts.


KIRKLAND HUTCHESON: Wants Until April 29 to File Chapter 11 Plan
----------------------------------------------------------------
Kirkland Hutcheson, LLC asks the U.S. Bankruptcy Court for the
Western District of Missouri to extend its exclusive period to
file a proposed Chapter 11 Plan until April 29, 2010.

The Debtor needs additional time to finalize information to
incorporate into Plan documents.

The Debtor is represented by:

     David E. Schroeder
     1524 East Primrose, Suite A
     Springfield, MO 65804
     Tel: (417) 890-1000
     Fax: (417) 886-8563
     E-mail: bk1@dschroederlaw.com

Branson, Missouri-based Kirkland Hutcheson, LLC -- dba Castle Rock
Resort and fka Atrium Inn -- operates a hotel facility.  The
Company filed for Chapter 11 bankruptcy protection on November 24,
2009 (Bankr. W.D. Mo. Case No. 09-62695).  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


LEE WONG: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Lee Huynh Wong
        aka Lee Wong
        7756 Seward Park Avenue S
        Seattle, WA 98118

Bankruptcy Case No.: 10-14379

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  Attorney at Law
                  500 Union Street, Suite 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: eajbwellaw@aol.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
$1,338,000 while debts total $1,604,313.

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/wawb10-14379.pdf

The petition was signed by the Debtor.


LEHMAN BROTHERS: Fees to Bankruptcy Lawyers & Advisors Top $730MM
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. said in its monthly operating
report, filed with the Bankruptcy Court and the Securities and
Exchange Commission that it has paid all of its bankruptcy lawyers
and advisers $731.6 million since its collapse on September 15,
2008 through March 31, 2010.

Alvarez & Marsal LLC, the liquidator of LBHI, has collected $262.2
million in fees over 18 months.  The restructuring firm, which
provided Lehman with its current chief executive officer, Bryan
Marsal, is billing the bankruptcy estate for "interim management."

Weil Gotshal & Manges LLP, LBHI's lead bankruptcy counsel, is next
on the list, having received a total of $164.78 million in fees
and reimbursements from the estate.

Lehman says that it has $16.6 billion in cash and investments as
of March 31, 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: Court OKs Mediation to Resolve Disputed Claims
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Bankruptcy Judge
Arthur Gonzalez formally required creditors of Lehman Brothers
Holdings Inc. to participate in non-binding mediation to resolve
disputed claims.  Some of the more than 120 objections filed by
financial institutions and creditors were incorporated into the
court-approved mediation procedures.

According to the report, the mediation procedures provide for
these terms:

   * Once Lehman objects to a claim, the creditor is automatically
     precluded from conducting discovery or filing papers in
     bankruptcy court to litigate the claim dispute.  Lehman
     can initiate the process by making an offer of settlement.
     If the creditor doesn't accept the offer within 15 days, the
     claim disputes goes to mediation.

   * If an indenture trustee doesn't have authority under the
     indenture to mediate or settle on behalf of the holders,
     holders will be requested to give authority.  If the
     indenture trustee isn't given authority to mediate, the claim
     dispute will go to bankruptcy court as if mediation failed.

   * Once Lehman picks a claim for mediation, the mediation will
     begin within 60 days and must be completed within 120 days
     after commencement.  The mediator will have authority to
     combine several claims into a single mediation.  While the
     proceedings will take place in New York, a creditor can
     participate by telephone with the consent of the mediator and
     the parties.

Lehman pays the mediators' fees.

                       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: Investor Wins in Arbitration Case vs. UBS
----------------------------------------------------------
Vernon Healy says Lehman structured note investors have reason to
celebrate again.  With the latest Financial Industry Regulatory
Authority (FINRA) arbitration ruling announced last week, UBS
customers who lost money on Lehman Brothers principal protected
notes are now five for five, with the decisions going against UBS
and in favor of the customers in every reported case.

In the latest reported arbitration award, the FINRA panel awarded
more than $400,000 and to a pair of investors who bought Lehman
Brothers structured notes, including principal protected notes,
from UBS in early 2008.

These notes were among $1 billion worth of Lehman products that
UBS sold to U.S. investors, according to a UBS statement to
Bloomberg.

Other brokerages, including Raymond James and Credit Suisse, also
pushed Lehman structured products to their clients.  The products
are now virtually worthless following the Lehman bankruptcy in
September 2008.

This FINRA ruling and growing number of big and small investors
lining up to recover losses from UBS underscores the gross
negligence UBS demonstrated when it pushed the now nearly
worthless Lehman structured products on unwitting investors.  It
also reveals the growing momentum for those wronged investors who
choose to seek legal counsel in attempting to recover their losses
from UBS.

Vernon Healy began filing claims against UBS on behalf of
investors in early 2009 and has filed almost $2 million in Lehman
note arbitration claims against UBS on behalf of investors in the
past 2 months alone.

A significant number of individual investors represented by Vernon
Healy have had Lehman principal protected note losses in excess of
$500,000.  The international media have recognized Vernon Healy's
investigative efforts involving Lehman notes and individuals from
overseas, especially from the U.K., are contacting Vernon Healy to
assist them in pursuing UBS in connection with the sale of Lehman
structured notes in Europe.

Based on the investigation by Vernon Healy, it appears that UBS
even misled its own financial advisors regarding the safety of the
Structured Notes, including the Lehman Principal Protected Notes,
that UBS so heavily promoted.

Vernon Healy is currently representing multiple Lehman structured
product investors in FINRA arbitration.

                       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: LBI Proposes Deal with Client Money Claimants
--------------------------------------------------------------
In line with their objective to save costs whilst winding down the
company, the Joint Administrators of Lehman Brothers International
(Europe) are proposing to settle in full certain eligible pre-
administration client money claimants' entitlements from LBIE's
general estate.  This proposal applies to payments up to a
maximum of $10,000 per client and is in return for an assignment
of their pre-administration client money claim.

The purpose of this decision is to engage over 500 of LBIE's 1500
pre administration client money claimants in a plan to reduce the
client money claimant population, thereby reducing the
administrative costs associated with those clients.  The Joint
Administrators envisage paying out $1m to clients via this process
in the next 4 months, compared to the overall pre-administration
client money pool of $2.1 billion.  This plan will be actioned
alongside the appeal proceedings currently pending regarding the
correct interpretation of the FSA's client money rules.

Andrew Clark, partner at PricewaterhouseCoopers LLP leading the
team managing client money matters, said:

"In line with the good progress being made across the
Administration, this is a significant step to help smaller pre-
administration client money claimants reach finality in their
claims.  At the same time it will materially reduce the costs
associated with dealing with client monies for the benefit of all
LBIE creditors."

Information on LBIE's proposal has been posted on the PwC LBIE
website, which sets out further details on eligibility and
instructions for claimants on how to lodge a request for
consideration.

                       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: UK Administrators Gain Control of $48 Bil.
-----------------------------------------------------------
The Joint Administrators of Lehman Brothers International (Europe)
have updated the creditor community with the issue of their
progress report for the first 18 months of the administration.

The Administrators are pursuing the objective of maximizing
recoveries for the company's creditors.  The report provides
details of the progress made in this complex case.

Steven Pearson, Joint Administrator and partner at
PricewaterhouseCoopers LLP said, "We have had an exceptionally
productive 6 months.  We have now gained control of over $48bn of
securities and cash to date.  As advised in January, we have
implemented a highly innovative Claim Resolution Agreement, which
has enabled us to begin returning client assets.  I expect the
unsecured claim determination framework to be materially advanced
over the next six months."

Commenting on the reason for the strong progress Pearson observed,
"The collaboration between the Lehman staff, PwC teams and our
legal advisers has been central to our progress.  The manner in
which the combined team has dealt with the challenges of the past
6-months is reflected in our combined achievements.  We are very
well positioned to deal with the ongoing challenges of this
unprecedented case."

Key achievements to date:

    * The administrators have gained control of $48.6 billion of
      securities and cash to date, $8.6 billion of which has been
      dealt with in the last six months.

    * A further $1.0 billion of assets have been returned to
      clients in the last six months, bringing the total returned
      through bilateral agreements to $14.3 billion.  In addition,
      over 90% of client asset creditors signed up to the Claim
      Resolution Agreement and the first returns to clients
      under this agreement have been made (post 19 March, the
      bar date under the CRA) and are in addition to the
      $14.3 billion.

    * $13.1 billion was held as cash at March 14, 2010.
      $13.8 billion of securities were under our control at
      March 14, 2010.

    * LBIE has made excellent progress with affiliate companies
      within the Lehman Brothers group.  Of particular note was
      a bilateral asset agreement with Lehman Brothers Japan.
      The Administrators have filed $217.3 billion of gross claims
      against affiliates to date.

    * A date for proving unsecured claims against LBIE has been
      set for December 31, 2010.

    * Administrators' costs were $57.6 million in the 6-month
      period.  Costs in the 18 months to date represent just 0.65%
      of total assets controlled by the Administrators.

    * The Administrators concluded a relocation of the LBIE
      operations from Bank Street to Canada Square in March
      2010.  The move will result in annual savings of over
      $73 million.

    * Over 440 Lehman staff and contractors continue to support
      the LBIE administration.  Lehman staff are an integral
      part of the management and recovery efforts.

A full-text copy of the progress report can be downloaded
from www.pwc.co.uk/lehman/

                       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)


LIPSTICK BUILDING: Nears Foreclosure by Royal Bank of Canada
------------------------------------------------------------
According to Lois Weiss at The New York Post, people familiar with
the matter said Royal Bank of Canada is looking to unload a $210
million mortgage it holds on the tower at 885 Third Ave. -- dubbed
the Lipstick Building for its oval shape and rose color resembling
a tube of lipstick.

According to the Post, RBC's $210 million loan was provided as
part of a complex financing structure used by Israel's
Metropolitan Real Estate Investors -- led by Haim Revah and Jacob
Abikzer -- to pay $648.5 million for the property in 2007.  To
help finance the deal, the Post relates, the buyers sold 79% of
the land under the tower to SL Green, Gramercy Capital and a
private investor for $317 million.  They then got the RBC loan,
which matures in 2017 and carries a 6.58% interest rate.  The
building pays $11 million a year to rent the land.  That amount is
scheduled to increase in 2012, sources said, according to the
Post.

The Post relates that people familiar with the matter said the
tower has seen its loan reserves depleted as owners dipped into
that cash to offset a shortfall in rent revenue.

Sources told the Post SL Green is seen as a likely contender to
buy RBC's loan given its control of the land.

According to the Post, the building's tenants include Bernard
Madoff, who occupied 40,000 square feet in the building on a lease
that is set to expire next year; and law firm Lathan & Watkins,
which has more than 341,000 square feet in the building.  Sources
told the Post that the U.S. government currently pays for one of
the floors, while Surge Trading, the company that bought Mr.
Madoff's above-board trading operation, rents the second one. The
floor containing the 16,000 square foot trading floor is available
for rent at $49 a square foot.

The Post says Doug Harmon and Adam Spies at Eastdil Secured have
been tapped to market the Lipstick Building loan and another $60
million loan on 292 Madison Ave.  According to the Post, Mr.
Harmon did not return calls for comment and Mr. Revah could not be
reached.  Mr. Revah's office had no comment.


LIVE NATION: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Beverly Hills, Calif.-based Live Nation Inc., raising the
corporate credit rating to 'B+' from 'B'.  At the same time, S&P
lowered its ratings on subsidiary Ticketmaster Entertainment Inc.,
lowering the corporate credit rating to 'B+' from 'BB'.  S&P
removed all ratings from CreditWatch, where they were placed on
Feb. 11, 2009.  The rating outlook is positive.

In addition, S&P assigned its issue-level and recovery ratings to
Live Nation Entertainment's $1.2 billion senior secured credit
facilities, consisting of a $300 million revolving credit facility
due 2015, a $100 million term loan A due 2015, and a $800 million
term loan B due 2016.  S&P rated this debt at 'BB-' (one notch
higher than the 'B+' corporate credit rating on the company) with
a recovery rating of '2', indicating S&P's expectation of
substantial (70%-90%) recovery for lenders in the event of a
payment default.

Finally, S&P assigned Live Nation Entertainment's Rule 144a
privately placed $250 million senior notes due 2018 an issue-level
rating of 'B' (one notch lower than the corporate credit rating)
with a recovery rating of '5', indicating S&P's expectation for
modest (10%-30%) recovery in the event of a payment default.

Pro forma debt was $1.8 billion at Dec. 31, 2009.

"The rating reflects S&P's view of the long-term risks of
increasing ticket industry competitiveness and low EBITDA margin
of Live Nation's concert promotion business," said Standard &
Poor's credit analyst Hal Diamond, "reflecting significant artist
clout and operating performance sensitivity to timing of global
tours, attendance trends, and consumer and corporate discretionary
spending and tastes." In S&P's view, the company's good
competitive position in the live entertainment industry with
multiyear ticketing contracts does not offset those factors.


MAJESTIC STAR: Panel Now Arguing Vessels Are Real Estate
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
will convene a hearing on April 27 to consider the request of the
Official Committee of Unsecured creditors for authority to sue
secured lenders on a theory that the security interests in two
riverboat casinos in Gary, Indiana, are defective.

According to the report, although the Company waived the right to
challenge liens as part of an agreement for financing, Majestic
Star suggested in an April 20 court filing that the judge not rule
on the motion for at least 90 days.  The delay in ruling,
according to the casino operator, would "allow the parties to
settle the claims."

Bill Rochelle relates the Creditors Committee is now arguing that
the floating casinos are actually real estate and, since no
mortgages were filed, the liens are invalid.  The lenders counter
that the new theory has been presented late.

The Committee originally argued that the floating casinos are no
longer vessels as they are now permanently attached to land.  To
have valid security interests, the Committee had argued that liens
must have been perfected as fixtures.

                        About Majestic Star

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

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

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

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

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


MARSH HAWK: Asks for Court OK to Use Cash Collateral
----------------------------------------------------
Marsh Hawk Golf Club, LLC, and Ford's Colony Country Club, Inc.,
seeks authority from the U.S. Bankruptcy Court for the Eastern
District of Virginia to use the cash collateral securing their
obligation to their prepetition lenders.

In 2006, as part of a financing with Textron Financial
Corporation, Marsh Hawk acquired from FCCC the real property which
comprises the Country Club and additionally acquired certain of
the personal property associated with the Country Club.  This
financing (the Loan) is evidenced by that certain Promissory Note
dated December 26, 2006, in the original principal amount of
$18,000,000, as amended by that certain First Amendment to
Promissory Note dated as of June 1, 2007 (collectively, the Note).

Based upon the representations by its counsel, Prudential
Industrial Properties, LLC, is the assignee of a majority interest
of the Loan to Marsh Hawk.  The Note was originally payable to
Textron, but Prudential Industrial has indicated that a majority
interest in the underlying loan was subsequently assigned in whole
or in part by Textron to Prudential Industrial.  No evidence of
the assignment has been provided to the Debtors.  Marsh Hawk also
owes approximately $400,000 in unsecured trade debt, which is due
and payable and typically is paid in the ordinary course of its
business, and approximately $250,000 in equipment leases with
various entities.

FCCC is a non-recourse guarantor of the obligations of Marsh Hawk
to Prudential Industrial under the Note and related loan
documents, having executed that certain Non-Recourse
Guaranty dated as of December 26, 2006.  Richard Ford executed a
limited guarantee of the Note as well.

It is unclear at this point in the case the extent to which
Prudential Industrial has an interest in cash collateral.  The
Debtors believe it has a security interest in the accounts and
inventory of Marsh Hawk but not the accounts of FCCC.  In
addition, certain cash collateral is or will be generated by post-
petition services.

Ross C. Reeves, Esq., at Willcox & Savage, P.C., the attorney for
the Debtors, explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

The Debtors propose to condition use of cash collateral on
Prudential Industrial being granted replacement liens to the same
extent, validity and priority as the pre-petition liens in favor
of Prudential Industrial.

                               Objection

Prudential Industrial has filed an objection to the Debtors'
request to use cash collateral.  Prudential Industrial wants the
Debtors to prove, by a preponderance of the evidence, that
Prudential Industrial's interests are adequately protected.
Prudential Industrial has also asked the Debtors to provide it
with an accounting as to what happened to approximately $400,000
in net cash that was generated during February 2010.

Prudential Industrial is represented by Christian K. Vogel, Esq.
(Christopher.Perkins@leclairryan.com); Christian K. Vogel, Esq.
(Christian.Vogel@leclairryan.com); Grant T. Stein, Esq.
(grant.stein@alston.com); Wendy R. Reiss, Esq.
(wendy.reiss@alston.com); and Jonathan T. Edwards, Esq.
(jonathan.edwards@alston.com).

                           About Marsh Hawk

Williamsburg, Virginia-based Marsh Hawk Golf Club, LLC, aka Ford's
Colony Country Club, filed for Chapter 11 bankruptcy protection on
April 1, 2010 (Bankr. E.D. Va. Case No. 10-50632).  Ross C.
Reeves, Esq., at Willcox & Savage, P.C., assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $10,000,000 to $50,000,000.


MARLIN WASHINGTON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Marlin R. Washington
          dba Little Angel Learning Academy
        2915 Bellerive Drive
        Bel-Nor, MO 63121

Bankruptcy Case No.: 10-44232

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: Steven N. Cousins, Esq.
                  E-mail: scousins@armstrongteasdale.com
                  211 N. Broadway, Suite 2600
                  St. Louis, MO 63102-2740
                  Susan K. Ehlers, Esq.
                  E-mail: sehlers@armstrongteasdale.com
                  Armstrong, Teasdale et al.
                  One Metropolitan Square, Suite 2600
                  St. Louis, MO 63102
                  Tel: (314) 621-5070

Estimated Assets: $500,001 to $1,000,000

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.


MARSHALL GROUP: Chapter 11 Trustee Files Amended Plan Outline
-------------------------------------------------------------
Conrad Myers, the Chapter 11 trustee, filed with the U.S.
Bankruptcy Court for the District of Oregon amended Disclosure
Statement in relation to the proposed Plan of Reorganization for
The Marshall Group, LLC.

According to the amended Disclosure Statement, on the effective
date of the Plan, the Debtor's membership units will be issued in
the name of the Liquidating Trust.

Under the Plan, a reserve fund in the amount of $8,000 will be set
aside for payment of allowed convenience claims.

The Marshalls each hold a 50% membership interest in Debtor.  On
the effective date, the interests of the Marshalls will be
cancelled and re-issued to the Liquidating Trust.

As reported in the Troubled Company Reporter on February 15, 2010,
the Plan contemplates paying unsecured creditors who are owed more
than $100 from excess cash flow from operation of the Reorganized
Debtor's business, after certain other payments to creditors are
made.  In addition, the Trustee anticipates unsecured creditors
will receive the net proceeds from the ultimate sale of the
clinics.  Although the amount payable to creditors is very
difficult to estimate, the Trustee anticipates there being between
$1 million and $1.5 million available to pay creditors over a
period of 24 to 60 months.  The trustee estimates this will lead
to a distribution of between 10%-20% (without a discount for the
time value of money) to each unsecured creditor.

Unsecured creditors owed less than $100 may either receive (1) a
cash payment of 20% of their claim within 30 days of the effective
date of the Plan, or (2) receive a voucher for services equal to
the greater of 50% of their claim or $15.

The Debtor's amended schedules list unsecured nonpriority claims
totaling $5 million.

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

The Chapter 11 trustee is represented by:

     Peter C. McKittrick (PMcKittrick@fwwlaw.com)
     Christopher L. Parnell (CParnell@fwwlaw.com)
     Farleigh Wada Witt
     121 SW Morrison Street, Suite 600
     Portland, OR 97204-3136
     Tel: (503) 228-6044

                   About The Marshall Group LLC

The Marshall Group LLC owns and operates two medical clinics - one
clinic in Redmond, Oregon, and a second clinic in McMinnville,
Oregon.  The Debtor owns several parcels of real property in
McMinnville, Oregon.  There is a new three-story office building,
former hotel, restaurant, and 2 empty houses on the McMinnville
Complex.  The Debtor has completed construction of the first floor
of its office building.  It has leased space on the first floor.
Construction on the second and third floors is not completed.

The company filed for Chapter 11 protection on Sept. 4, 2008
(Bankr. D. Ore. Case No. 08-34585).  Gary U. Scharff, Esq., at
Gary Underwood Scharff Law Office, in Portland, Oregon, represents
the Debtor as counsel.  In its schedules, the Debtor listed total
assets of $12,559,346, and total debts of $12,913,569.


MASTER LEASE: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Master Lease of Delaware, LLC
        9695 Brighton Road
        Henderson, CO 80640-8633

Bankruptcy Case No.: 10-19129

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates, P.C.
                  730 17th Street Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Fax: (303) 572-1011
                  E-mail: jweinman@epitrustee.com

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

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

A list of the Company's 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob10-19129.pdf

The petition was signed by William S. Hoebel, manager.


MATERA RIDGE: Taps Belding Harris to Handle Reorganization Case
---------------------------------------------------------------
Matera Ridge, LLC, asks the U.S. Bankruptcy Court for the District
of Nevada for permission to employ Belding, Harris & Petroni, Ltd.
as counsel.

Belding Harris will, among other things:

   -- examine and prepare records and reports as required by the
      Bankruptcy Code, Federal Rules of Bankruptcy Procedure and
      Local Bankruptcy Rules;

   -- prepare applications and proposed orders to be submitted to
      the Court; and

   -- identify and prosecute claims and causes of action asserted.

Stephens R. Harris, Esq., tells the Court that Belding Harris
received an advanced retainer of $11,039.  The hourly rate of
Belding Harris' personnel are:

     Mr. Harris, Esq.                    $400
     Chris D. Nichols, Esq.              $350
     Gloria M. Petroni, Esq.             $375
     Paraprofessional                    $195

Mr. Harris assures the Court that Belding Harris is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Harris can be reached at:

     Belding, Harris & Petroni, Ltd.
     417 West Plumb Lane
     Reno, NV 89509
     Tel: (775) 786-7600
     Fax: (775) 786-7764

                      About Matera Ridge, LLC

Reno, Nevada-based Matera Ridge, LLC, filed for Chapter 11
bankruptcy protection on March 10, 2010 (Bankr. D. Nev. Case No.
10-50749).  The Company listed $10,000,001 to $50,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.


MDR DEVELOPMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: MDR Developments II, LLC
        8390 E. Via de Ventura
        F142
        Scottsdale, AZ 85258

Bankruptcy Case No.: 10-11651

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.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 its largest unsecured creditors
together with its petition.

The petition was signed by Kenneth Frank, manager.


MERIDIAN RESOURCE: Fortis Extends Forbearance Until May 7
---------------------------------------------------------
The Meridian Resource Corporation and certain of its subsidiaries
have entered into a Twelfth Amendment to Forbearance and Amendment
Agreement, dated as of April 15, 2010, with Fortis Capital Corp.,
as administrative agent, and the several banks, financial
institutions and other entities from time to time parties to the
Amended and Restated Credit Agreement, dated as of December 23,
2004, as amended, among The Meridian Resource Corporation, Fortis
Capital Corp., as administrative agent.

The Twelfth Forbearance Amendment, among other things, extends to
May 7, 2010, from April 15, 2010 the date on which the Fortis
Forbearance Agreement will terminate if the Company has not then
received shareholder approval for the proposed merger with Alta
Mesa Holdings, LP.

On April 7, 2010, Meridian Resource, Alta Mesa Holdings, and Alta
Mesa Acquisition Sub LLC entered into the First Amendment to
Agreement and Plan of Merger.  Alta Mesa raised its offer price
for the outstanding common stock of Meridian to $0.33 per share
from $0.29 per share in cash, a 14% increase over its prior offer
price and a 23% premium over the closing price of Meridian stock
on April 7, 2010.  The merger agreement was not amended in any
other respect.

The special meeting of Meridian Resource's shareholders will be
reconvened on April 28, 2010, at 3:00 p.m. Central Time in the
auditorium in Fulbright Tower, 1301 McKinney, Houston, Texas.  The
record date for shareholders entitled to vote at the meeting
remains February 8, 2010.

Under the Twelfth Forbearance Amendment, the Company was required
to pay its Lenders an amendment fee of approximately $207,500.
The Twelfth Forbearance Amendment also accelerates by six days the
due date for the scheduled May 2010 principal payment required by
the Fortis Forbearance Agreement.

The members of the lending consortium are:

     * Fortis Capital Corp., as Administrative Agent, Co-Lead
       Arranger, Bookrunner, Issuing Lender, and a Lender;
     * The Bank of Nova Scotia, as Co-Lead Arranger, Syndication
       Agent, and a Lender;
     * Comerica Bank;
     * U.S. Bank National Association; and
     * Allied Irish Banks plc

A full-text copy of the Twelfth Forbearance Amendment is available
at no charge at http://ResearchArchives.com/t/s?6079

A full-text copy of the First Amendment to the Merger Agreement is
available at no charge at http://ResearchArchives.com/t/s?607a

Meridian has hired bankruptcy counsel to prepare for a possible
bankruptcy filing in the event its planned merger with Alta Mesa
Holdings, LP is not consummated.

                   About Meridian Resource

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


MERIDIAN RESOURCE: Initial Payment Under Shell Oil Deal Extended
----------------------------------------------------------------
The Meridian Resource Corporation on January 11, 2010, entered
into a Compromise and Settlement Agreement with Shell Oil Company
and SWEPI LP regarding indemnity claims made by Shell under two
acquisition agreements related to certain fields the Company
acquired from Shell in the late 1990s.  On April 15, 2010, the
Company and Shell entered into the Second Amendment to Compromise
and Settlement Agreement that extended the date for conveyance of
certain property and the date for payment of the first of five
annual payments of $1 million each to the earlier of July 1, 2010,
or the closing of a sale of the assets or equity interest in the
Company to a third party -- the transactions contemplated by the
proposed merger with Alta Mesa Holdings, LP qualifies as such a
sale transaction.

                   About Meridian Resource

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

At December 31, 2009, the Company had total assets of $183,130,000
against total current liabilities of $119,913,000 and other debt
of $22,473,000, resulting in stockholders' equity of $40,744,000.

In its April 15, 2010 report, BDO Seidman, LLP in Houston, Texas,
said at December 31, 2009, the Company was in violation of certain
debt covenants resulting in the default on its revolving credit
and other debt agreements, which raise substantial doubt about the
Company's ability to continue as a going concern.


MERIDIAN RESOURCE: Reports $72,636,000 Net Loss for 2009
--------------------------------------------------------
The Meridian Resource Corporation has filed with the Securities
and Exchange Commission its annual report on Form 10-K for the
fiscal year ended December 31, 2009.

Meridian reported a net loss of $72,636,000 for 2009 from a net
loss of $209,886,000 for 2008 and net income of $7,137,000 for
2007.  Revenues were $89,254,000 for 2009 from $149,165,000 for
2008 and $152,178,000 for 2007.

Meridian recorded a net loss in the fourth quarter 2009 of
$9,445,000 or $0.10 per share compared to net loss of
$214,987,000, or $2.33 per share for the fourth quarter of 2008.

At December 31, 2009, the Company had total assets of $183,130,000
against total current liabilities of $119,913,000 and other debt
of $22,473,000, resulting in stockholders' equity of $40,744,000.

A full-text copy of the Company's annual report is available at no
charge at http://ResearchArchives.com/t/s?607b

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?607c

In its April 15, 2010 report, BDO Seidman, LLP in Houston, Texas,
said at December 31, 2009, the Company was in violation of certain
debt covenants resulting in the default on its revolving credit
and other debt agreements, which raise substantial doubt about the
Company's ability to continue as a going concern.

                   About Meridian Resource

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


METALS USA: Registers 5 Million Shares Under Incentive Plans
------------------------------------------------------------
Metals USA Holdings Corp. filed with the Securities and Exchange
Commission a Form S-8 Registration Statement under the Securities
Act of 1933 to register:

     -- 2,614,650 shares of common stock issuable under the
        Company's 2010 Long-Term Incentive Plan; and

     -- 2,440,340 shares of common stock issuable under the
        Company's Amended and Restated 2005 Stock Incentive Plan

A full-text copy of the Company's registration statement is
available at no charge at http://ResearchArchives.com/t/s?602c

                         About Metals USA

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

Metals USA reported $627.8 million in total assets and
$671.5 million in total liabilities, resulting to a stockholders'
deficit of $43.7 million as of December 31, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on April 14, 2010,
Moody's Investors Service upgraded its ratings for Metals USA
Holdings and assigned a stable rating outlook to the North
American metal distributor.  MUSA Holdings' corporate family
rating was raised to B2 from B3 and the rating on the 11.125%
notes issued by its subsidiary Metals USA Inc. was raised to B3
from Caa1.

The TCR on April 13, 2010, said Standard & Poor's Ratings Services
raised its ratings on Metals USA Holdings and its wholly owned
subsidiary, Metals USA Inc., to 'B-' from 'CCC+'.


METALS USA: To Redeem Senior Floating Rate Toggle Notes Due 2012
----------------------------------------------------------------
Metals USA Holdings Corp. on April 14, 2010, called for redemption
all of its outstanding Senior Floating Rate Toggle Notes due 2012,
representing an aggregate principal amount of approximately
$169.6 million.  The redemption price of the Notes is 100% of the
outstanding aggregate principal amount, plus accrued and unpaid
interest thereon to but not including May 14, 2010.  The 2007
Notes will be redeemed on the Redemption Date.

The 2007 Notes were issued and the redemption will be effected
pursuant to the provisions of the Indenture, dated as of July 10,
2007, between Metals USA, as Issuer, and Wells Fargo Bank, N.A.,
as Trustee.  None of the 2007 Notes will remain outstanding after
the Redemption Date.  Metals USA did not and will not incur any
early termination penalties in connection with the redemption of
the 2007 Notes.  Metals USA will use the net proceeds of the
initial public offering of its common stock to finance the
redemption.  Metals USA anticipates that the aggregate cash
payment for the redemption, including accrued and unpaid interest,
will be approximately $171 million.

On April 14, 2010, Metals USA consummated the initial public
offering of its common stock, par value $0.01 per share.  Metals
USA on April 8, 2010, held the initial public offering of
11,426,315 shares of its common stock, at $21.00 per share.  The
underwriters were granted a 30-day option to purchase up to
1,713,947 additional common shares on a pro rata basis from the
selling stockholders at the initial public offering price.

Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities Inc. and Morgan Stanley & Co. were the
bookrunning managers of the offering.

                         About Metals USA

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

Metals USA reported $627.8 million in total assets and
$671.5 million in total liabilities, resulting to a stockholders'
deficit of $43.7 million as of December 31, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on April 14, 2010,
Moody's Investors Service upgraded its ratings for Metals USA
Holdings and assigned a stable rating outlook to the North
American metal distributor.  MUSA Holdings' corporate family
rating was raised to B2 from B3 and the rating on the 11.125%
notes issued by its subsidiary Metals USA Inc. was raised to B3
from Caa1.

The TCR on April 13, 2010, said Standard & Poor's Ratings Services
raised its ratings on Metals USA Holdings and its wholly owned
subsidiary, Metals USA Inc., to 'B-' from 'CCC+'.


MID VALLEY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mid Valley Construction, Inc.
        218 SW 19th Ave.
        Ontario, OR 97914

Bankruptcy Case No.: 10-01100

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Debtor's Counsel: Kelly I Beeman, Esq.
                  708 1/2 W Franklin
                  Boise, ID 83702
                  Tel: (208) 345-3045
                  E-mail: jerri@beemangroup.org

Scheduled Assets: $750,182

Scheduled Debts: $2,681,876

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb10-01100.pdf

The petition was signed by Tyler B. Frazier, president.


MIRAMAX FILMS: Mark Cuban Is No Keen on Weinstein Deal
------------------------------------------------------
Bloomberg News' Brett Pulley in New York reports that Mark Cuban,
the billionaire owner of the National Basketball Association's
Dallas Mavericks team, said he wasn't sure if he would support a
Weinstein Co. deal to acquire Miramax Films.

"I am having some issues with the Weinstein Co. right now," Mr.
Cuban said in an e-mail, without providing details, according to
Bloomberg.  "Bob and Harvey have historically worked with our
companies to resolve these issues.  I'm hoping the same applies
here.  If not, my position will certainly change."

"I haven't made up my mind yet and have my lawyers pulling
together all the information," Bloomberg quoted Mr. Cuban as
saying.  "We have some disputes. So while I'm optimistic we can
get them settled, we may have to interject ourselves in the deal
legally."

As reported by The Troubled Company Reporter on April 22, 2010,
The Wall Street Journal's Ethan Smith and Lauren A.E. Schuker,
citing people familiar with the matter, said Weinstein over the
weekend moved closer to acquiring Miramax from The Walt Disney Co.
According to the TCR, sources told the Journal that lawyers for
both sides worked through the weekend to try to finalize a deal.
The Journal said the Weinsteins have offered roughly $600 million
for Miramax.  According to the Journal, the Weinstein bid is
backed in large part by Los Angeles billionaire Ron Burkle,
founder of Yucaipa Cos.

Bloomberg reports that two people with knowledge of the talks said
Weinsteins and Yucaipa are close to acquiring Miramax for $625
million.

Bloomberg relates that, according to Dani Weinstein, a company
spokeswoman, the dispute involves the 2009 release "The Road,"
which did not do well in ticket sales.  Bloomberg says that,
according to researcher Box Office Mojo, the film -- produced for
$25 million -- took in $23.9 million in worldwide ticket sales.

According to Bloomberg, Mr. Weinstein said in an e-mail, "Our
board is completely up to speed and supportive with regards to our
conversations concerning Miramax."

Bloomberg also notes that Richard Koenigsberg, a director at
Weinstein Co., said in an e-mailed statement the disagreement with
Mr. Cuban is over the number of theaters that showed "The Road."
According to Bloomberg, Mr. Koenigsberg said Weinstein Co.'s board
backs the efforts with Mr. Burkle on Miramax.

Bloomberg also reports that one source said Alec Gores and Tom
Gores, billionaires who each run Los Angeles-based private equity
companies, have raised their bid above the $550 million originally
offered.  They are being advised by their brother Sam Gores, owner
of Paradigm Talent Agency in Beverly Hills, California, Bloomberg
says.

Bloomberg also relates that Hollywood film producer David
Bergstein has also offered about $650 million, according to two
people with knowledge of the bid.  Mr. Bergstein is advising a
"well-capitalized offshore entity" on a Miramax bid, his Pangea
Media Group said April 8, Bloomberg relates.

As reported by the Troubled Company Reporter on March 3, 2010, The
Deal's Richard Morgan said Lions Gate Entertainment Corp. was
tipped to acquire Miramax for between $300 million and $500
million.

Brothers Bob and Harvey Weinstein founded Miramax in 1979 and
named it for their parents, Max and Miriam Weinstein.  The
Weinsteins sold the film outfit to Disney in 1993 and left in 2005
to start their current film studio.

                          About Miramax

Miramax Films -- http://www.miramax.com/-- is the art-
house/independent film division of The Walt Disney Company, and
acts as both producer and distributor for its own films or foreign
films.  Disney acquired Miramax in 1993 from the Weinstein
brothers, who continued to oversee the outfit until 2005, when
they left to found the Weinstein Company.

Citing The New York Times and The Wall Street Journal, the
Troubled Company Reporter on February 2, 2010, reported that Walt
Disney has been seeking buyers for its Miramax film unit.  Brooks
Barnes at The New York Times, citing a mergers and acquisitions
expert with knowledge of the process, said Disney has attracted
seven to 10 interested bidders.  According to New York Times'
source, the initial discussions indicate a price of more than $700
million for the Miramax name and its 700-film library.

The Wall Street Journal's Ethan Smith said Disney has been
gradually dismantling Miramax's filmmaking capacity for some time,
laying off staff and executives.  In January, Disney closed
Miramax's offices and dismissed the majority of its remaining
personnel.


MORTGAGE GUARANTY: Moody's Affirms 'Ba3' Insurance Strength Rating
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 insurance financial
strength rating of Mortgage Guaranty Insurance Corp and MGIC
Indemnity Corporation and changed their outlook to positive from
negative.  Moody's has also placed the debt ratings of the holding
company, MGIC Investment Corporation, under review for possible
upgrade.

The rating action was prompted by MGIC Investment Corporation's
announced public offering of $700 million of equity and
$300 million of convertible senior notes due 2017.  The proceeds
of the offering have been slated for general corporate purposes
including the repayment of $78.4 million of senior notes due in
2011, improving holding company liquidity and enhancing MGIC's
capital and business profile, said Moody's.  MGIC announced that
the transaction priced.

Moody's added that the positive ratings outlook on the insurance
companies reflect the group's improving financial and business
profile as a result of the announced equity and debt issuance.
The improved liquidity and capital adequacy profile of the group
should help MGIC strengthen its market position and benefit from
attractive new mortgage insurance production.  MGIC's recent
market share and new business volume decline reflected the loss of
a major customer, the encroachment of the FHA as a competitor, and
a focus on capital preservation.

MGIC's 1Q2010 results showed some evidence that delinquency trends
continue to improve as both new delinquency notices and delinquent
inventory declined.  These trends are broadly consistent with
Moody's February 2010 estimate of $11.3 billion in future claims
which incorporated recent observations that new delinquencies may
have peaked.  Despite these positives, the relatively weak capital
adequacy profile of the firm and prolonged uncertainty regarding
the medium term prospects for mortgage insurance continues to
weigh heavily on the company's overall credit profile.

The review of the holding company's ratings for possible upgrade
reflects its substantially improved liquidity and the elimination
of near term refinancing risks.  Moody's anticipates that a
sizeable portion of the proceeds of the offerings will be retained
at the holding company to meet debt service obligations and other
liquidity needs while the insurance companies remain unable to
upstream dividends.  The rating review will focus on the firm's
planned use of the proceeds and resulting holding company
resources.  Strong holding company liquidity could warrant a three
notch differential between the holding company and insurance
company ratings, as opposed to the traditional four notch
difference for below investment grade insurance companies.  This
transaction has also been a barometer of the company's financial
flexibility and its ability to successfully access the public
markets, said the rating agency.

                     List Of Rating Actions

These ratings have been affirmed with a positive outlook:

* Mortgage Guaranty Insurance Corp -- Ba3 insurance financial
  strength; and

* MGIC Indemnity Corporation -- Ba3 insurance financial strength.

These ratings were place under review for possible upgrade:

* MGIC Investment Corporation -- senior unsecured debt at Caa1,
  junior subordinated debt at Ca, and the provisional rating on
  senior unsecured debt at (P)Caa1.

The last rating action on Mortgage Guaranty Insurance Corporation
occurred on February 4, 2010, when MGIC's ratings were downgraded,
with a negative outlook.

MGIC Investment Corporation, headquartered in Milwaukee,
Wisconsin, is the holding company for Mortgage Guaranty Insurance
Company, one of the largest US mortgage insurers with $207 billion
of primary insurance in force at March 31, 2010.


MPM TECHNOLOGIES: Reports $1,563,759 Net Loss for 2009
------------------------------------------------------
MPM Technologies, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended December 31, 2009.  The Company reported a net loss of
$1,563,759 for 2009 from a net loss of $1,717,511 for 2008.  Total
revenues were $558,444 for 2009 from $567,343 for 2008.

As of December 31, 2009, the Company had total assets of
$1,224,484 against total liabilities, all current, of $14,468,674,
resulting in stockholders' deficit of $13,244,190.

In its April 15, 2010 report, Rosenberg Rich Baker Berman &
Company in Somerset, New Jersey, noted that the Company has not
been able to generate any significant revenues and has a working
capital deficiency of $14,453,054 at December 31, 2009.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern without the raising of additional debt
or equity financing to fund operations.

A full-text copy of the Company's annual report is available at no
charge at http://ResearchArchives.com/t/s?6089

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.


NATIONAL COAL: Completes Sale of Assets
---------------------------------------
National Coal Corp. has finalized its agreement to sell a portion
of its assets located on the New River Tract in Eastern Tennessee
for $11.8 million to Ranger Energy Investments, LLC, a company
controlled by Jim Justice.  National Coal received a portion of
the purchase price in cash and the buyer assumed approximately
$6.6 million of accounts payable the Company owed to an affiliate
of Ranger Energy.  In addition, Ranger Energy leased a portion of
the Company's coal reserves located on the New River Tract.  The
Company also received from Ranger Energy the return of
approximately $1.9 million in cash that was previously pledged to
secure reclamation bonds and other liabilities associated with the
New River Tract operation.

The assets sold include the Baldwin preparation plant, the active
underground mine number 5A, coal inventories located on the
property, and the idled surface mine number 3, along with the
associated permits and certain liabilities.  Additionally, the
coal mineral rights on approximately 22,000 acres were leased to
Ranger Energy for a royalty, which ranges from 6% to 8% of
applicable revenues.

Prior to the closing of the asset sale, Ranger Energy purchased
from Centaurus Energy Master Fund, LP $30.3 million of the
Company's 10.5% senior secured notes due 2010 and the Company's
$5 million short-term revolving credit facility, of which
$4.5 million had been drawn.

"The Company used the majority of the proceeds from this
transaction for payment on our outstanding accounts payable and
equipment debt, and to pay the $4.5 million outstanding balance
owed on the short-term credit facility," said Daniel A. Roling,
President and CEO.  "In so doing, the Company returned accounts
payable to a more current status and terminated the short-term
credit facility.  These actions cured our default under the credit
facility.

"We will continue to focus on ways to reduce our expenses and
outstanding debt.  In addition, we will continue to pursue
strategic transactions that will enable us to repay our
$42 million in public debt which matures in December 2010,"
continued Mr. Roling.

National Coal's continuing operations in Tennessee include the
coal mineral and mining rights to approximately 57,000 acres of
land, along with mining complexes that include one active
underground mine and one active surface mine.  In addition,
National Coal continues to own and operate one preparation plant
and one unit train loading facility served by the Norfolk Southern
Railroad.

                        About National Coal Corp.

Headquartered in Knoxville, Tenn., National Coal Corp. --
http://www.nationalcoal.com-- through its wholly owned
subsidiary, National Coal Corporation, is engaged in coal mining
in East Tennessee. Currently, National Coal employs about 220
people. National Coal sells steam coal to electric utilities and
industrial companies in the Southeastern United States.


NEW CENTURY COS: Reports $14,920,862 Net Loss for 2009
------------------------------------------------------
New Century Companies, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended December 31, 2009.  The Company reported a net loss of
$14,920,862 for 2009 from net income of $2,181,392 for 2008.
Contract revenues were $3,726,431 for 2009 from $4,822,026 for
2008.

At December 31, 2009, the Company had total assets of $5,443,348
against total liabilities, all current, of $10,167,691, resulting
in stockholders' deficit of $4,724,343.

As of December 31, 2009, the Company has an operating loss of
$2,441,821, an accumulated deficit of $26,839,000, working capital
deficit of $9,491,000 and had events of default on its debt with
CAMOFI Master LDC and CAMHZN Master LDC.

In its April 15, 2010 report, KMJ Corbin & Company LLP in Costa
Mesa, California, raised substantial doubt about the Company's
ability to continue as a going concern.

The Company intends to fund operations through anticipated
increased sales which management believes may be insufficient to
fund its capital expenditures, working capital and other cash
requirements for the year ending December 31, 2009. Therefore, the
Company will be required to seek additional funds to finance its
long-term operations in the form of debt and equity financing
which the Company believes is available to it.  The successful
outcome of future activities cannot be determined at this time and
there is no assurance that if achieved, the Company will have
sufficient funds to execute its intended business plan or generate
positive operating results.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?6085

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6086

                   Outlook and Business Strategy

Although there are near-term market uncertainties, the long-term
outlook for the aircraft industry is positive due to the
fundamental drivers of air travel growth.  Based on long-term
global economic growth projections, and factoring in increased
utilization of the worldwide airplane fleet and requirements to
replace older airplanes, a $3.2 trillion market for 29,000 new
airplanes is projected over the next 20 years.

Because many of the Company's machines and parts are ultimately
used for the U.S. Military, the national defense budget and
procurement funding decisions drive demand for business.  The U.S.
Department of Defense budget has been increasing over the past few
years, and government spending requirements for procurement,
operations and maintenance for 2010 and beyond will continue to be
affected by the global war on terrorism and the related fiscal
consequences of war.

"The Company's business strategy is to develop and maintain
positions of technical leadership in the aerospace and defense
markets, to grow the amount of content and volume of product sold
to those markets, and to selectively acquire businesses with
similar technical capabilities," said President Michael Cabral.
"There is unmet demand and a backlog of orders for many suppliers
within the aerospace and defense industries, which we believe
represents a substantial opportunity for growth."

                      About New Century Cos.

New Century Companies, Inc. -- http://www.USAerospace.com/-- is a
publicly traded aerospace company based in Southern California.
The Company is an emerging world class supplier of aircraft
assemblies, structural components, and highly engineered,
precision machined details for the United States Department of
Defense, United States Air Force, Lockheed Martin Corporation
(NYSE: LMT), The Boeing Company (NYSE: BA), L-3 Communications
Holdings, Inc. (NYSE: LLL), the Middle River Aircraft Systems
subsidiary of General Electric Company (NYSE: GE), and other
aircraft manufacturers and defense contractors.  The Company is
also a leading manufacturer and remanufacturer of specialized
aircraft machining tools, including vertical boring mills and
large Vertical Turning Centers used to manufacture the largest jet
engines, airplane landing gear and other precision components.
The Company has offices and production facilities in Santa Fe
Springs and Rancho Cucamonga, California.


NEW ENERGY SYSTEMS: Reports $5,837,395 Net Income for 2009
----------------------------------------------------------
New Energy Systems Group has filed with the Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended December 31, 2009.

The Company reported net income of $5,837,395 for 2009 from net
income of $4,451,072 for 2008.  Revenues were $26,375,890 for 2009
from $19,716,408 for 2008.

As of December 31, 2009, the Company had total assets of
$53,380,185 against total Liabilities of $13,386,862, resulting in
stockholders' equity of $39,993,323.

A full-text copy of the Company's annual report is available at no
charge at http://ResearchArchives.com/t/s?607d

A full-text copy of the Company's conference call transcript is
available at no charge at http://ResearchArchives.com/t/s?607e

In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations.  "However we have suffered recurring
losses in the past and have a large accumulated deficit.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.

The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations.  These steps
included 1) acquire profitable operations through issuance of
equity instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.

The April 9, 2010 report of Goldman Parks Kurland Mohidin LLP in
Encino, California, the Company's independent auditor, does not
include a negative going concern opinion about the Company.

               About New Energy Systems Group

With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries.  The
company assembles and distributes finished batteries through its
sales network and channel partners.  The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.

This concludes the Troubled Company Reporter's coverage of New
Energy Systems until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


NEXTSAR BROADCASTING: Gets Requisite Consent to Solicit PIK NOTE
----------------------------------------------------------------
Nexstar Broadcasting Group Inc. said that its subsidiary Nexstar
Broadcasting Inc. has received, pursuant to its cash tender offer
and consent solicitation for any and all of the outstanding 13%
Senior Subordinated Payment-In-Kind Notes due 2014, the requisite
consents to adopt proposed amendments to the indenture, as
supplemented, under which the Notes were issued that would, among
other things, eliminate substantially all restrictive covenants
and certain event of default provisions.

Nexstar Broadcasting announced that consents had been delivered
with respect to $34,337,174 million of the Notes , which Notes had
been validly tendered and not validly withdrawn as of 5:00 p.m.,
New York City time, on April 16, 2010.  In conjunction with
receiving the requisite consents, Nexstar Broadcasting and The
Bank of New York Mellon, as trustee, executed a second
supplemental indenture with respect to the indenture, as
supplemented, under which the Notes were issued effecting certain
amendments that would, among other things, eliminate substantially
all restrictive covenants and certain event of default provisions.
The second supplemental indenture will not became operative upon
acceptance of the Notes for purchase by Nexstar Broadcasting
pursuant to the terms and conditions described in the Statement.

The tender offer and consent solicitation are being made upon the
terms and subject to the conditions set forth in the related Offer
to Purchase and Consent Solicitation Statement dated April 5,
2010.  Holders who validly tendered their Notes and delivered
their consents on or prior to the Consent Payment Deadline are
eligible to receive the applicable Total Consideration.  A
Holder's right to validly withdraw tendered Notes and validly
revoke delivered consents expired on the Consent Payment Deadline.

Nexstar Broadcasting's obligation to accept for purchase and to
pay for the Notes validly tendered and not validly withdrawn and
consents validly delivered, and not validly revoked, pursuant to
the tender offer and consent solicitation, was subject to and
conditioned upon the satisfaction of or, where applicable, Nexstar
Broadcasting's waiver of, certain conditions, including:

   a) the execution by Nexstar Broadcasting and the trustee of the
      second supplemental indenture implementing the amendments
      following receipt of the requisite consents;

   b) consummation of the refinancing of the existing senior
      secured credit facility of Nexstar Broadcasting and
      consummation of the proposed offering of senior secured
      second lien notes due 2017 to be issued by Nexstar
      Broadcasting and Mission Broadcasting, Inc. on terms
      satisfactory to Nexstar Broadcasting; and

   c) satisfaction of the other conditions set forth in the
      Statement.

As of April 19, 2010, each of these conditions has been satisfied
and the Notes validly tendered and not validly withdrawn as of the
Consent Payment Deadline were accepted for purchase by Nexstar
Broadcasting.

Holders who validly tendered their Notes on or prior to the
Consent Payment Deadline received total consideration equal to
$1,045.00 per $1,000 principal amount of the Notes, plus any
accrued and unpaid interest on the Notes up to, but not including,
the first settlement date. The Total Consideration includes a
consent payment of $30.00 per $1,000 principal amount of the
Notes.

Holders who validly tender their Notes after the Consent Payment
Deadline, but on or prior to Midnight, New York City time, on
April 30, 2010, unless extended or earlier terminated by Nexstar
Broadcasting, and whose Notes are accepted for payment, will
receive the tender consideration equal to $1,015.00 per $1,000
principal amount of the Notes, plus any accrued and unpaid
interest on the Notes up to, but not including, the final
settlement date.  Holders of Notes who tender after the Consent
Payment Deadline will not receive a Consent Payment.

Any Notes not tendered and purchased pursuant to the tender offer
will remain outstanding and the holders thereof will be bound by
the amendments contained in the second supplemental indenture
eliminating substantially all restrictive covenants and certain
event of default provisions in the indenture even though they have
not consented to the amendments.

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida. N exstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

Nexstar Broadcasting Group's balance sheet for December 31, 2009,
showed $619.8 million in total assets and $796.0 million in total
liabilities, resulting in a $176.2 million stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Standard & Poor's Ratings Services affirmed its ratings on Nexstar
Broadcasting Group Inc., including the 'B-' corporate credit
rating.  The rating outlook is positive.


NEXTMEDIA OPERATING: Moody's Puts 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3 Probability of Default Rating to NextMedia Operating,
Inc., as well as a Ba3 rating to its proposed $10 million
revolving credit facility and a B3 rating to its proposed
$135 million second lien term loan.  NextMedia plans to use net
proceeds from the credit facilities combined with cash from its
new equity sponsors to settle existing claims from its December
2009 bankruptcy filing.

The rating outlook is stable.  Moody's assigned these ratings:

NextMedia Operating, Inc.

  -- Corporate Family Rating, Assigned B3

  -- Probability of Default Rating, Assigned B3

  -- $10 million First Out Senior Secured Revolving Credit
     Facility due 2015, Assigned Ba3, LGD1, 1%

  -- $135 million Senior Secured Term Loan B due 2016, Assigned
     B3, LGD4, 52%

  -- Outlook, Stable

NextMedia's B3 CFR incorporates its high leverage (approximately
5.8 times debt-to-EBITDA based on LTM 12/31/09 results and the
proposed debt structure), which poses challenges for managing a
business vulnerable to advertising spending cycles.  The small
size (annual revenue approximately $75 million) also constrains
the rating.  Strong margins, expectations for positive free cash
flow, and leading positions in most markets support the rating.
Both radio and outdoor advertising face fragmentation risk as
advertisers diversify their spending across increasing media
options, although outdoor advertising offers better long term
growth prospects than radio, in Moody's opinion.  Moody's
anticipates low single digit consolidated revenue growth for
NextMedia in 2010, with modest growth in radio advertising but a
lag in outdoor as some recessionary contracts set at lower prices
expire.

The stable outlook assumes that NextMedia maintains leverage below
6.5 times debt-to-EBITDA and generates positive free cash flow,
and that the proposed facility provides good liquidity with
adequate cushion under all financial covenants.

NextMedia Operating, Inc., owns and operates radio stations in 10
mid-sized and suburban markets and outdoor displays in 5 markets.


NICHOLAS WOLFF: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Nicholas Wolff
               aka Nick Wolff
                   Nicholas R. Wolff
                   Nicholas Richard Wolff
               Aileen Wolff
               62 Hillair Circle
               White Plains, NY 10605

Bankruptcy Case No.: 10-22750

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Lawrence R. Reich, Esq.
                  Reich Reich & Reich, P.C.
                  235 Main Street, Suite 450
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604
                  E-mail: reichlaw@aol.com

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

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

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

The petition was signed by the Joint Debtors.


NORTEL NETWORKS: Ericsson Buying 50% Interest in Korea JV
---------------------------------------------------------
Nortel Networks Corporation [OTC: NRTLQ] said its principal
operating subsidiary Nortel Networks Limited has entered into a
share purchase agreement with Telefonaktiebolaget LM Ericsson
(Publ) for the sale of its 50% plus 1 share interest in LG-Nortel
Co. Ltd., the company's Korean joint venture with LG Electronics
Inc., for a purchase price of US$242 million in cash subject to
certain purchase price adjustments.

"Today's announcement is a positive step forward in securing a
sound future for the LG-Nortel business and its valued customers,"
said Paul House, Chairman and General Manager, LG-Nortel, in an
April 20 statement.  "Credit is due to the employees of LG-Nortel
who have built this Joint Venture into a world class, profitable
business."

The Agreement is subject to approval of the Ontario Superior Court
of Justice as well as satisfaction of customary regulatory and
other conditions.

Nortel does not expect that the Company's common shareholders or
the NNL preferred shareholders will receive any value from the
creditor protection proceedings and expects that the proceedings
will result in the cancellation of these equity interests.

Ericsson previously bought Nortel's primary wireless carrier
business for $1.13 billion. It was also part of a group that made
the $103 million high bid for Nortel's so-called GSM business.

                          About LG-Nortel

LG-Nortel -- http://www.lg-nortel.com/-- is a joint venture of LG
Electronics and Nortel. Established in 2005, LG-Nortel provides
leading edge telecommunications equipment and network solutions,
spanning wired and wireless technologies to service provider and
enterprise customers in Korea and around the world. LG-Nortel is
also actively developing next generation solutions for global
markets, with over 750 skilled R&D engineers currently focused on
wireless broadband technology evolution and the development of
powerful new product lines.

                       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)


NUTCREA: Completes Sale of Natural Glo, Satin Finish
----------------------------------------------------
NutraCea completed the previously disclosed sale of NutraCea's
rights to Natural Glo, Satin Finish, and Max-E-Glo equine brands
and trademarks, related goodwill and intellectual property along
with certain bags, packaging materials and bagged inventory to
Manna Pro Products, LLC (Manna Pro) for a total consideration of
$753,484.

NutraCea determined that it would record in the fourth quarter of
2009 approximately $1.6 million in non-cash charges of impairment
related to the trademark assets.  NutraCea does not expect to be
required to make any future cash expenditures as a result of this
impairment.

At the closing, Manna Pro and NutraCea entered into an exclusive
supply agreement under which NutraCea will be the exclusive
supplier of SRB to Manna Pro for the product lines associated with
the purchased assets.  All products sold by Manna Pro under the
trademarks being purchased will be co-branded with a NutraCea SRB
logo.

W. John Short, Chairman and CEO, commented, "We believe the sale
of these equine brands to Manna Pro and our exclusive, co-branded
supply arrangement is a win-win for both of our companies.  Manna
Pro's larger sales force and distribution organization has the
ability to increase sales for these brands, which should result in
increased bulk sales of SRB for NutraCea.  We look forward to
working closely with the Manna Pro team to support the growth of
these brands."

On November 10, 2009 NutraCea filed for court supervised
protection to restructure its operation under Chapter 11 of the US
Bankruptcy Code.
                         About NutraCea

NutraCea is a world leader in production and utilization of
stabilized rice bran.  NutraCea holds many patents for stabilized
rice bran (SRB) production technology and proprietary products
derived from SRB.  NutraCea's proprietary technology enables the
creation of food and nutrition products to be unlocked from rice
bran, normally a waste by-product of standard rice processing.

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


ORLEANS HOMEBUILDERS: Has $120 Million DIP Credit Facility
----------------------------------------------------------
Orleans Homebuilders, Inc., has executed a $120 million debtor-in-
possession credit facility which will provide a $40 million
revolving line of credit, including up to $25 million of cash
funding and up to $15 million of letters of credit capacity.  The
Company intends to use the proceeds of the financing for, among
other things, its ordinary course business expenses, including
housing restarts and closings.  The remaining $80 million of the
DIP Credit Facility represents a roll up of a portion of the pre-
petition credit agreement debt of certain of the pre-petition
lenders.

Regarding the approval and closing of the DIP Facility, Mitchell
B. Arden, a Managing Director and Shareholder of Phoenix
Management who has been serving as Orleans' Chief Restructuring
Officer since March 4, 2010, stated: "I am very pleased that we
have reached this pivotal event in the tenancy of Orleans'
bankruptcy process and would like to thank all of the Company's
employees, attorney's, advisors, and lenders who participated in
the process of closing this final DIP facility.  This new
financing provides Orleans with the ability to move forward with
its housing restarts and home closings and enables us to serve the
Company's contractors, vendors, customers, and employees during
this critical time."

The Company and most of its operating subsidiaries filed voluntary
petitions to commence the Chapter 11 process on March 1 in the
U.S. Bankruptcy Court for the District of Delaware in Wilmington.
The filing does not include certain of the Company's subsidiaries,
including its mortgage services subsidiary, Alambry Funding, Inc.,
which provides mortgage brokerage services for customers and
financial institutions but which does not underwrite any customer
mortgages.  All of the debtors in the Chapter 11 proceedings are
borrowers under the DIP Credit Facility.  As security for the DIP
Credit Facility, the borrowers provided the lenders a security
interest in all of their assets, with a few minor exceptions.  The
debtors' execution and delivery of the DIP Credit Facility was
approved by the Bankruptcy Court on April 16, 2010.

                  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.


PACIFIC DEVELOPMENT: U.S. Trustee Forms Creditors Committee
-----------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 cases of Pacific Development, L.C.

The Creditors Committee members are:

1. Cook Family Trust - chairman
   Attn: Paulette Cook Letz
   675 East Center Street
   Bountiful, UT 84010
   Tel: (801) 292-6595
   E-mail: cook1718letz@yahoo.com

2. Mountain West Security, LLC
   Attn: Lucy Messenger
   764 North 400 West
   Orem, UT 84057
   Tel: (801) 226-6787
   E-mail: lucy@mwsecure.com

3. Brent H. Rowbotham
   551 South 880 West
   Orem, UT 84058
   Tel: (801) 224-4415
   E-mail: bhrowbo@yahoo.com

4. Helen Tamara Lavulo
   668 East 100 North
   Bountiful, UT 84010
   Tel: (801) 298-0219

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.

Provo, Utah-based Pacific Development, L.C. filed for Chapter 11
on March 10, 2010, (Bankr. D. Utah Case No. 10-22754.)  Danny C.
Kelly, Esq. at Stoel Rives LLP represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
between $10,000,001 to $50,000,000 and debts between $1,000,001 to
$10,000,000.


PACIFIC ETHANOL: Issues 3,750,000 Shares to Socius
--------------------------------------------------
The Superior Court of the State of California for the County of
Los Angeles on April 13, 2010, entered an Order Approving
Stipulation for Settlement of Claim in the matter entitled Socius
CG II, Ltd. v. Pacific Ethanol, Inc.  The Order provides for the
full and final settlement of Socius GC II, Ltd.'s $4,000,000 claim
against Pacific Ethanol.

Socius purchased the Claim from Lyles United, LLC, a creditor of
Pacific Ethanol, pursuant to the terms of a Purchase Agreement
dated effective as of April 10, 2010 between Socius and Lyles
United.  The Claim consists of the right to receive $4,000,000 of
principal amount of and under a loan made by Lyles United to
Pacific Ethanol pursuant to the terms of an Amended and Restated
Promissory Note dated November 7, 2008, in the original principal
amount of $30,000,000.  Pursuant to the terms of the Order, on
April 14, 2010, Pacific Ethanol issued and delivered to Socius
3,750,000 shares of Pacific Ethanol common stock.

The Settlement Shares represent approximately 5.67% of the total
number of shares of Pacific Ethanol common stock outstanding
immediately preceding the date of the Order.

As of the date of the Socius-Lyles Purchase Agreement, Pacific
Ethanol was indebted to Lyles United for unpaid principal amount
of $20,000,000 under the Lyles United Note.

In connection with the purchase of the Claim and pursuant to the
terms of the Purchase Agreement, on April 12, 2010, Socius filed a
complaint for damages against us with the Court.  On April 13,
2010, Pacific Ethanol's counsel and counsel for Socius filed with
the Court a joint ex parte application for court order approving
stipulation for settlement of Claim.  After holding a hearing, the
Court issued the Order on April 13, 2010.

                     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.


PENSON WORLDWIDE: S&P Assigns 'BB' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'BB'
long-term counterparty credit rating to Penson Worldwide Inc.  The
outlook is stable.  S&P also assigned its 'BB-' rating to the
company's proposed $200 million senior second lien secured notes.

"S&P's ratings on Penson reflect the company's strong franchise in
providing clearing, execution, securities lending, and other
processing services to the global securities industry.  The
ratings also consider Penson's minimal risk taking.  Offsetting
these strengths are the high operating leverage inherent in
Penson's business model, increased financial leverage, and a risk
management framework that S&P believes is not yet fully
integrated," said Standard & Poor's credit analyst Vikas Jhaveri.

Penson is an independent provider of clearing and other trade-
related services for the securities industry.  Unlike most of its
clearing competitors, Penson is unaffiliated with a large
financial institution, and thus does not compete with its clients.
S&P believes this independence and its large product offering
allow Penson to focus on its clients, and to develop stronger,
stickier relationships and growth opportunities.

Penson has little market risk, as it does not take on significant
security positions for its own account.  S&P considers credit risk
in Penson's securities-lending business as modest, given its tight
lending criteria and the very high quality of securities lent.
Nevertheless, the company can become exposed to credit risk if
there are unsecured positions that the company does not closely
monitor.

Since becoming a public company in 2006, Penson has enjoyed solid
revenue and earnings growth.  However, falling profitability
during the past year has highlighted Penson's dependence on market
volumes and interest rates.  The low interest rates have limited
the company's ability to earn spread income on client assets.
Operating leverage is high as approximately 70% of its expenses
are fixed.  Nevertheless, S&P believes that Penson would seek to
scale its cost base if a drop in market volumes contributed to a
substantial decline in revenues.

The stable outlook is based on S&P's opinion that Penson will
continue to grow its business by achieving market share gains,
without detriment to its operating performance, which S&P expects
to remain stable in the short to medium term.  Positive ratings
momentum will depend on Penson's ability to post sustained growth
in earnings, particularly in periods of slow market volumes and
low interest rates.  Conversely, significant additional debt
leverage, a considerable decline in earnings, or a breakdown in
risk-management policies and procedures would negatively pressure
the ratings.


PHEASANT RUN: Utilities Barred from Cutting Services
----------------------------------------------------
James K. Coachys of the U.S. Bankruptcy Court for the Southern
District of Indiana, in an interim order, granted Pheasant Run
Apartments, L.P.'s motion to prohibit utilities company from
altering, refusing or discontinuing services to the Debtor.

A final hearing on the motion was scheduled last April 8.

Indianapolis, Indiana-based Pheasant Run Apartments, L.P.,
operates a 20-acre, 184-unit apartment complex.  The Company filed
for Chapter 11 bankruptcy protection on March 11, 2010 (Bankr.
S.D. Ind. Case No. 10-03060).  Scott N. Schreiber, Esq., at Stahl
Cowen Crowley, LLC, assists the Company in its restructuring
effort.  According to the schedules, the Company has assets of
$10,711,300, and total debts of $10,463,300.


PHEASANT RUN: Taps Stahl Cowen to Handle Reorganization Case
------------------------------------------------------------
Pheasant Run Apartments, L.P., asks the U.S. Bankruptcy Court for
the Southern District of Indiana for permission to employ Stahl
Cowen Crowley, LLC as counsel.

SCCA will, among other things:

   -- provide legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession;

   -- prepare the Debtor's schedules, statement of financial
      affairs and related documents related to the proceeding; and

   -- prepare, on behalf of the Debtor, all necessary
      applications, motions, answers, orders, reports and other
      legal papers as required by applicable Bankruptcy and non
      Bankruptcy law, as directed by the demands of the case, or
      as required by the court, and represent the Debtor in any
      hearings or proceedings related thereto.

Scott N. Schreiber, Esq., chairman of SCCA, tells the Court that
prepetition, SCCA received a $25,000 retainer.  As of the petition
date, $14,196 of the retainer remained unapplied.

The hourly rates of SCCA's personnel are:

     Mr. Schreiber                      $450
     Shelly A. DeRousse                 $350
     Other attorneys and Paralegals  $215 - $525

Mr. Schreiber assures the Court that SCCA is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Schreiber can be reached at:

     Stahl Cowen Crowley, LLC
     55 W. Monroe St., Suite 1200
     Chicago, IL 60603
     Tel: (312) 641-0060
     Fax: (312) 641-6959
     E-mail: sschreiber@stahlcowen.com

                About Pheasant Run Apartments, L.P.

Indianapolis, Indiana-based Pheasant Run Apartments, L.P.,
operates a 20-acre, 184-unit apartment complex.  The Company filed
for Chapter 11 bankruptcy protection on March 11, 2010 (Bankr.
S.D. Ind. Case No. 10-03060).  According to the schedules, the
Company has assets of $10,711,300, and total debts of $10,463,300.


PHILLIPS CATTLE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Phillips Cattle Company, Inc.
        345 N. Maple Drive, Suite 296
        Beverly Hills, CA 90210

Bankruptcy Case No.: 10-25276

Chapter 11 Petition Date: April 20, 2010

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

Judge: Sheri Bluebond

Debtor's Counsel: Leslie A. Cohen, Esq.
                  Leslie Cohen Law PC
                  506 Santa Monica Bl Suite 200
                  Santa Monica, CA 90401
                  Tel: (310) 394-5900
                  Fax: (310) 394-9280
                  E-mail: leslie@lesliecohenlaw.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb10-25276.pdf

The petition was signed by Phil Bauer, president.


PINNACLE POINT: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Pinnacle Point Properties LLC filed for Chapter 11 bankruptcy,
saying its owes $34.93 million to Metropolitan National Bank of
Little Rock, and $6.65 million to Chambers Bank of Danville.


PINNACLE POINT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pinnacle Point Properties, LLC
        5413 Pinnacle Point Drive
        Rogers, AR 72758

Bankruptcy Case No.: 10-72044

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/arwb10-72044.pdf

The petition was signed by Bill Schwyhart, manager.


POSITRON CORP: Reports $5,749,000 Net Loss for 2009
---------------------------------------------------
Positron Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended December 31, 2009.  The Company reported a net loss of
$5,749,000 for 2009 from a net loss of $8,975,000 for 2008.  Sales
were $1,446,000 for 2009 from $2,126,000 for 2008.

At December 31, 2009, the Company had total assets of $988,000
against total liabilities, all current, of $7,947,000, resulting
in stockholders' deficit of $6,959,000.

In its April 15, 2010 report, Frank L. Sassetti & Co., in Oak
Park, Illinois, said there is substantial doubt about the
Company's ability to continue as a going concern.

Positron Corporation is a molecular imaging company focused on
Nuclear Cardiology.


PROLIANCE INT'L: Hearing on Plan Outline on May 19
--------------------------------------------------
Proliance International Inc., which has completed sales of most of
the assets, filed a liquidating Chapter 11 plan.  Under the Plan,
secured creditors and holders of administrative claims will be
paid in full.  Unsecured creditors, however, stand to recover less
than 1%.  A hearing on the explanatory disclosure statement is
scheduled for May 19.

The bulk of the domestic assets were sold for $15 million cash to
Centrum Equities XV LLC, the company that owns the aftermarket
business spun off from Visteon Corp in 2008.  The Dutch affiliate
went for GBP17.7 million ($27.27 million).

According to the Plan, creditor treatment includes: (a) holders of
administrative claims and priority claims will be paid in full in
cash, (b) holders of secured lender claims have already recovered
100% from sale proceeds, (c) holders of other secured claims will
receive the collateral securing the claim or cash equal to the
value of the collateral, (d) priority Pension Benefit Guaranty
Corp. claims will be paid in full by the liquidating trustee and
will recover less than 1% on its unsecured claim from a share of
the liquidating trust fund, (e) holders of general unsecured
claims will recover less than 1% from the liquidating trust fund
and (d) holders of canceled inter-company claims and equity
interests will receive no distribution.

A hearing for the Disclosure Statement is scheduled for May 19,
2010.

                   About Proliance International

Based in New Haven, Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


PROVIDENCE SERVICE: S&P Raises Issue-Level Loan Ratings to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on health
services provider Providence Service Corp. to 'B+' from 'B-',
aided by the better performance of the company's nonemergency
transportation business and voluntary debt repayment.  At the same
time, S&P raised its issue-level ratings on Providence's term loan
and revolver to 'BB' from 'B+'.  The recovery ratings on these
debt issues is a '1', indicating S&P's expectation for very high
(90%-100%) recovery in the event of payment default.

The rating on Providence reflects the company's weak business risk
profile, related to its high dependence on Medicaid contracts with
state and local agencies and its aggressive financial risk
profile.  The company's leading position in a highly fragmented
niche market and positive track record of contract retention only
partially offset these risks.

Despite Providence's position as a leading player in a niche
industry that provides home and community-based social services,
foster care, nonemergency transportation service, and management
of other not-for-profit organizations, it is highly reliant on
contracts associated with government agencies that comprise about
80% of its total contract base (11 payors comprise approximately
50% of total revenues).  This reliance is a significant factor in
the company's business risk profile since many states have
encountered budget constraints due to weak macroeconomic
conditions.  The Logisticare business (representing about 55% of
total revenues), which Providence acquired in late 2007, caused a
significant decline in performance in the second half of 2008 when
weaker profitability raised S&P's concern about the company's
ability to comply with its bank covenant compliance requirements.
Along with the improved utilization of cost management, the
company has now managed to turn this business around and report
positive revenue growth of about 21% in 2009 through new
contracts.


R STAR RESTAURANTS: Files for Chapter 11 Bankruptcy
---------------------------------------------------
Nancy Luna, staff writer at The Orange County Register reports
that R Star Restaurants filed for Chapter 11 bankruptcy
protection, listing $3.4 million in liabilities.  The Company
operates Lone Star restaurants in Tustin, Laguna Hills, Long
Beach, Corona and Lake Elsinore.


RADIANSE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Radianse, Inc.
        200 Brickstone Square, Suite 302
        Andover, MA 01810
        Tel: (978) 623-3100

Bankruptcy Case No.: 10-41930

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: Kenneth S. Leonetti, Esq.
                  Foley Hoag LLP
                  Seaport World Trade Center West
                  155 Seaport Boulevard
                  Boston, MA 02210
                  Tel: (617) 832-1000
                  Fax: (617) 832-7000
                  E-mail: kleonett@foleyhoag.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mab10-41930.pdf

The petition was signed by Paul Tessier, director, CTO.


RBS GLOBAL: Moody's Upgrades Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded RBS Global, Inc.'s Corporate
Family Rating and Probability of Default Rating to B3 from Caa1,
senior secured credit facilities to Ba3 from B1, senior unsecured
notes to Caa1 from Caa2, and senior subordinated notes to Caa2
from Caa3.  The company's Speculative Grade Liquidity Rating was
changed to SGL-2 from SGL-3.  A Caa1 was assigned to the new
proposed $1.15 billion senior unsecured notes due 2018.  The
outlook is stable.

The new senior unsecured notes (approximately $1.1 billion) will
be utilized to refinance the company's existing $795 million 9.5%
senior unsecured notes due 2014, $196.27 million 9.5% senior
unsecured notes due 2014, and $79 million 8.875% senior unsecured
notes due 2016 which were tendered for in an offer launched on
April 7, 2010.

The upgrade of the company's CFR to B3 reflects the company's
proven ability to generate positive free cash flow and attendant
improvement in its liquidity profile.  The B3 CFR incorporates
Moody's view that even as RBS' leverage metrics remain high post
transaction (inclusive of Rexnord Holdings debt, RBS' parent
holdco), this proposed refinancing will improve the company's
maturity schedule.  RBS' performance in this downturn, though
negatively impacted due to the contraction in the global demand
for its products, has been aided by cost reduction.  The company's
cost structure combined with the benefits from an improving
economy, should support overall profitability.  The Water
Management segment is likely to lag as it relies on commercial
construction.

RBS' SGL-2 speculative grade liquidity rating reflects Moody's
belief that the company will maintain a good liquidity profile
over the next twelve months.  Moody's anticipates that the company
will continue to produce positive free cash flow, even though
operating cash flow has been adversely impacted by the current
downturn in the global economy.  RBS maintains strong cash
balances of over $260 million, with availability under the
company's $150 million revolving credit facility of approximately
$119 million after LC's.  Moody's believes that headroom under the
company's financial covenants should be sufficient over the next
twelve months.  Constraining the liquidity rating is that the
company's assets are encumbered to secure its bank borrowings.

The stable outlook is based on Moody's expectations that RBS will
benefit from improvement in global economic conditions and will
continue to generate positive cash flow which has benefited from
cost reductions.

Assignments:

Issuer: RBS Global, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned a Caa1,
     LGD4-63%

Upgrades:

  -- Corporate Family Rating, Upgraded to B3 from Caa1

  -- Probability of Default Rating, Upgraded to B3 from Caa1

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to Caa2,
     LGD6-92% from Caa3, LGD6-91%

  -- Senior Secured Bank Credit Facility, Upgraded to Ba3, LGD2-
     13% from B1, LGD2-15%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1,
     LGD4-63% from Caa2, LGD4-59%

The last rating action was on May 1, 2009 at which time Moody's
affirmed the company's Caa1 Corporate Family Rating and changed
the Probability of Default Rating to Caa1/LD.

RBS Global, Inc., headquartered in Milwaukee, WI, is an industrial
company comprised of two strategic businesses including power
transmission and water management.  Revenues for the last twelve
months through December 26, 2009 totaled approximately
$1.5 billion.


RCLC INC: May Sell Aviation Biz to Others if Hawthorne Deal Falls
-----------------------------------------------------------------
RCLC, Inc., formerly known as Ronson Corporation, said in a
regulatory filing it may seek other purchasers for its aviation
business if the deal with Hawthorne TTN Holdings, LLC, is not
consummated.

However, RCLC indicated that, although prior to execution of the
Aviation Sale Agreement with Hawthorne, it had discussions with
various parties concerning the proposed sale transactions, none of
these parties may now have an interest in these businesses or be
willing to offer a reasonable purchase price.  Furthermore, the
Company may not be in a position to fund operations until other
purchasers are identified.

In February 2010, the Company completed the sale of its consumer
products business to Zippo Manufacturing Company for an adjusted
purchase price of $10.48 million in cash.  The Consumer Products
Sale Agreement provided for a purchase price of $11.1 million in
cash less certain credits to which Zippo would be entitled at
closing and subject to certain post-closing adjustments as
described in the Consumer Products Sale Agreement.  The sale
included the Ronson trade marks, trade name and other intellectual
property and, as such, as part of the sale, the Company agreed to
change its name and the names of its subsidiaries.

In February 2010, the Company received shareholder approval to
sell its aviation business to Hawthorne TTN Holdings, LLC, for
$9.5 million in cash subject to certain adjustments.  Certain
issues relating to Hawthorne's financing have delayed closing.

RCLC and its wholly owned subsidiaries have extended a forbearance
agreement with their principal lender, Wells Fargo Bank, National
Association.  Wells Fargo has agreed not to assert existing events
of default under the Borrowers' credit facilities with Wells Fargo
through April 23, 2010, or such earlier date determined under the
Forbearance Agreement, to provide the Borrowers with additional
time to consummate the sale to Hawthorne.

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.


RCLC INC: Reports $4,713,000 Net Loss for 2009
----------------------------------------------
RCLC, Inc., has filed with the Securities and Exchange Commission
its annual report on Form 10-K for the year ended December 31,
2009.  RCLC reported a net loss of $4,713,000 for 2009 from a net
loss of $1,652,000 for 2008.  The Company reported $0 net sales
for 2009 and 2008.

At December 31, 2009, the Company had $17,220,000 in total assets
against total current liabilities of $19,397,000, other long-term
liabilities of $2,136,000, and other long-term liabilities of
discontinued operations of $476,000, resulting in stockholders'
deficiency of $4,789,000.

The Company is in the process of liquidating its business.

In its April 15, 2010 report, Demetrius & Company, L.L.C. in
Wayne, New Jersey, said the Company has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

A full-text copy of the Company's annual report is available at no
charge at http://ResearchArchives.com/t/s?6090

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Prior to March 2, 2009, the Company's shares of common stock were
listed on the Nasdaq Capital Market and quoted under the symbol
RONC.  Effective March 2, 2009, the Company's shares of common
stock are traded on the Over-the-Counter Pink Sheets and quoted
under the symbol RONC.PK.

In February 2010, the Company completed the sale of its consumer
products business to Zippo Manufacturing Company for an adjusted
purchase price of $10.48 million in cash.  In February 2010, the
Company also received shareholder approval to sell its aviation
business to Hawthorne TTN Holdings, LLC, for $9.5 million in cash
subject to certain adjustments.  Certain issues relating to
Hawthorne's financing have delayed closing.


RCLC INC: Wells Fargo Forbearance Expires Today
-----------------------------------------------
RCLC, Inc., formerly known as Ronson Corporation; and its wholly
owned subsidiaries, RCPC Liquidating Corp. -- formerly Ronson
Consumer Products Corporation; Ronson Aviation, Inc.; and RCC
Inc., formerly Ronson Corporation of Canada Ltd., on April 16,
2010, further extended a forbearance agreement with their
principal lender, Wells Fargo Bank, National Association.

Wells Fargo has agreed not to assert existing events of default
under the Borrowers' credit facilities with Wells Fargo through
April 23, 2010, or such earlier date determined under the
Forbearance Agreement, to provide the Borrowers with additional
time to consummate the sale of RAI's assets to Hawthorne TTN
Holdings, LLC, pursuant to a previously disclosed Asset Purchase
Agreement dated as of May 15, 2009, as amended, among the Company,
RAI and Hawthorne.

As a result of the consummation of the sale of the Company's
consumer products business to Zippo Manufacturing Company on
February 2, 2010, RCPC and Ronson Canada are no longer permitted
to request advances under the credit facility with Wells Fargo and
any remaining assets of RCPC and Ronson Canada are no longer
considered in borrowing base calculations.  RAI will continue to
be permitted to request advances under the Wells Fargo credit
facility until April 23, 2010; provided, however, that Wells Fargo
will have no obligation to make advances to RAI if Wells Fargo, in
its reasonable discretion, believes that a New Jersey Economic
Development Authority-approved bond issuance to finance
Hawthorne's acquisition of the assets of RAI is not expected to
occur by April 23, 2010.

A full-text copy of the Fourteenth Amendment to Forbearance
Agreement dated as of April 16, 2010 among RCLC, Inc. (formerly
Ronson Corporation), RCPC Liquidating Corp. (formerly Ronson
Consumer Products Corporation), Ronson Aviation, Inc., RCC Inc.
(formerly Ronson Corporation of Canada Ltd.) and Wells Fargo Bank,
National Association, acting through its Wells Fargo Business
Credit operating division, is available at no charge at:

               http://ResearchArchives.com/t/s?608f

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Prior to March 2, 2009, the Company's shares of common stock were
listed on the Nasdaq Capital Market and quoted under the symbol
RONC.  Effective March 2, 2009, the Company's shares of common
stock are traded on the Over-the-Counter Pink Sheets and quoted
under the symbol RONC.PK.

In February 2010, the Company completed the sale of its consumer
products business to Zippo Manufacturing Company for an adjusted
purchase price of $10.48 million in cash.  In February 2010, the
Company also received shareholder approval to sell its aviation
business to Hawthorne TTN Holdings, LLC, for $9.5 million in cash
subject to certain adjustments.  Certain issues relating to
Hawthorne's financing have delayed closing.


REXNORD LLC: S&P Assigns 'B-' Rating on Senior Unsec. Debt
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and a '5' recovery rating to Milwaukee-based Rexnord LLC's
proposed senior unsecured debt issue.  At the same time, S&P
affirmed the ratings on Rexnord, including the 'B' corporate
credit rating.

The ratings reflect the company's highly leveraged financial risk
profile and difficult end-market conditions, although operating
performance has held up fairly well despite the unfavorable
environment.  Total adjusted debt to EBITDA for the company
remains very high at about 9x.

The outlook is negative.  The ratings primarily reflect Rexnord's
highly leveraged financial risk profile.  "S&P could lower the
ratings if continued weakness in the company's operating
performance limits improvement in credit measures," said Standard
& Poor's credit analyst Dan Picciotto.  For instance, if the
company appears unlikely to maintain funds from operations to
total debt of more than 5% or if S&P expects Rexnord will be
unable to generate positive free cash flow, S&P could lower the
ratings.  "S&P could revise the outlook to stable if S&P expects
operating performance to improve such that FFO to total debt
appears likely to approach 10%," he continued.


RIDGE BLVD.: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ridge Blvd. Realty, Ltd.
        8311 Ridge Boulevard
        Brooklyn, NY 11209

Bankruptcy Case No.: 10-43380

Chapter 11 Petition Date: April 20, 2010

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Kenneth A. Reynolds, Esq.
                  McBreen & Kopko
                  500 North Broadway, Suite 129
                  Jericho, NY 11783
                  Tel: (516) 364-1095
                  Fax: (516) 364-0612
                  E-mail: kreynolds@mklawnyc.com

Estimated Assets: $0 to $50,000

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 Rosa Gargano, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                     Case No.          Petition Date
        ------                     --------          -------------
783 McDonald Ave. Realty Corp.     07-44329               10/10/96


RIVIERA HOLDING: Forms Office of CEO on Interim Basis
-----------------------------------------------------
Riviera Holdings Corporation's board of directors disclosed the
creation of the Office of the chief of executive on an interim
basis, which will perform the functions of the company's CEO and
will be jointly held by Tullio J. Marchionne, secretary and
General Counsel and Riviera Operating Corporation's Secretary and
Executive Vice President; Robert A. Vannucci, the President and
Chief Operating Officer of ROC; and Phillip Simons, Treasurer and
Chief Financial Officer and ROC's Treasurer, CFO and Vice
President of Finance.

Messrs. Marchionne, Vannucci and Simons will also each continue in
their current positions with the Registrant and its subsidiaries.
Effective immediately, Vincent L. DiVito, a current member of the
Board, was elected Chairman of the Board.

The company's CEO William L. Westerman passed away on April 18,
2010.

                        Going Concern Doubt

The Company reported a net loss of $24.9 million on $134.0 million
of revenue for the year ended December 31, 2009, compared with a
net loss of $11.9 million on $169.8 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$198.9 million in assets and $282.0 million of debts, for a
stockholders' deficit of $83.1 million.

Ernst Young LLP, in Las Vegas, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has a working capital deficiency.  In
addition, the Company is in default under its Credit Facility and
Swap Agreement.

                      About Riviera Holdings

Las Vegas, Nevada-based Riviera Holdings Corporation, through its
Wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino located on the Las Vegas
Boulevard in Las Vegas, Nevada.  Through its wholly owned
subsidiary, Riviera Black Hawk, Inc., the Company owns and
operates the Riviera Black Hawk Casino, a casino in Black Hawk,
Colorado.


RUSSELL COOLEY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Russell J. Cooley
               Kelly Davidson-Cooley
               19221 32nd Avenue NW
               Stanwood, WA 98292

Bankruptcy Case No.: 10-14399

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Jeffrey B Wells
                  Attorney at Law
                  500 Union Street, Suite 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: eajbwellaw@aol.com

Estimated Assets: $0 to $50,000

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

A copy of the Joint Debtors' list of 4 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb10-14399.pdf

The petition was signed by the Joint Debtors.


SAC II: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: SAC II
        6160 Plumas Street, Suite 200
        Reno, NV 89519

Bankruptcy Case No.: 10-51440

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Sallie B. Armstrong, Esq.
                  427 W Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 329-5900
                  E-mail: sarmstrong@downeybrand.com

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

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 Nello Gonfiantini III, president and
chief executive officer.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                     Case No.         Petition Date
        ------                     --------         -------------
Specialty Trust, Inc.              10-51432            04/20/10
  Assets: $100-mil. to $500-mil.
  Debts: $50-mil. to $100-mil.
Specialty Acquisition Corp.        10-51437            04/20/10
  Assets: $10-mil. to $50-mil.
  Debts: $10-mil. to $50-mil.


SANDY HOROWITZ: Former County Exec Coyne to Oversee Properties
--------------------------------------------------------------
Jim Coyne, former county executive of Albany, said it will oversee
and manage several properties in Troy of Sand Horowitz, according
to Jessica M. Pasko at The Record.

Sandy Horowitz, a property developer in California, filed for
bankruptcy under Chapter 11 in late 2009.


SECUREALERT INC: Completes Acquisition of Court Programs
--------------------------------------------------------
SecureAlert, Inc., has completed its acquisition of Court
Programs, Inc.  Effective March 31, 2010, SecureAlert entered into
an Amended Stock Purchase Agreement with David M. Rothbart as
Seller.  Pursuant to the Amendment Agreement, the Company
exercised its option to purchase the remaining 49% of the capital
stock owned by Mr. Rothbart in Court Programs, Court Programs of
Florida, Inc., and Court Programs of Northern Florida, Inc.

SecureAlert originally purchased a 51% of Court Programs on
December 1, 2007, and received at that time an option to purchase
the remaining 49%.

Since the date of the Original Agreement, Mr. Rothbart has been
serving as the President, and as a director of, each of the CP
Entities.

The fair market value of the consideration received by Mr.
Rothbart under the Amendment Agreement is approximately $784,000,
consisting of $100,000 cash paid at closing; $200,000 in cash
payable in four equal installments of $50,000 each on July 15,
2010, October 15, 2010, January 15, 2011, and April 15, 2011,
together with interest on any unpaid amounts at 8% per annum; and
621 shares of the Company's Series D Convertible Preferred Stock.
Each share of Series D Convertible Preferred Stock of the Company
is convertible into 6,000 shares of Common Stock of the Company.

The Amendment Agreement further provides that:

     -- the Company and Mr. Rothbart will enter into a three-year
        management agreement, pursuant to which the Company agrees
        to pay Mr. Rothbart $100,000 per year.  Mr. Rothbart will
        assume the title of Vice President, New Business
        Development and Legislative Relations of the Company, and
        will be provided a car for business use, and reimbursement
        of all vehicle business expenses.

     -- if the Company chooses to divest its ownership interest
        in, or substantially all of the assets of, any of the CP
        Entites, Mr. Rothbart will have the right of first refusal
        to purchase up to 100% of such interest or assets at the
        then current market value.

     -- Mr. Rothbart will be subject to covenants not to compete
        with the Company during the term of his agreement, and for
        two years following termination of his agreement.

The CP Entities are engaged in providing parole and probation
monitoring equipment and services in the states of Florida and
Mississippi.  The CP Entities lease some of their products from
the Company.

CPI has over 25 years of expertise focused on case management and
offender monitoring services.  Their programs include: Youth
Court, School Attendance, Pre-Trial Release, Pre-Trial Diversion,
Reporting Probation, Day Reporting Center, House Arrest, Alcohol
Abuse Monitoring, Defensive Driving School and Drug Testing.  CPI
has 22 offices located throughout Mississippi and Florida.

John Hastings, President and Chief Operating Officer of
SecureAlert, Inc., said in a statement dated April 12, "We are
excited about the further integration between SecureAlert and
Court Programs, bringing them together under one portfolio expands
our offender management services and offerings capabilities."

Mr. Hastings added, "We expect the acquisition will improve our
bottom line once we have maximized the efficiencies between the
two companies.  Importantly, the acquisition gives us the full
array of Court Program's products and services, which we can now
capitalize on.  The ongoing synergies between the two companies
will be a core driver of enhanced financial performance going
forward."

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc. (OTCBB: SCRA) --
http://www.securealert.com/-- is a monitoring, case management
and advanced communications Technology Company with a portfolio of
services utilized by more than 625 law enforcement agencies,
judicial districts and county jurisdictions across 35 states.
Approximately 15,000 offenders are supported, managed and
supervised monthly through the company's programs, services and
electronic monitoring initiatives.

RemoteMDx, Inc., filed an amendment to its Articles of
Incorporation changing its corporate name to SecureAlert, Inc.
Additionally, the Company's subsidiary, SecureAlert, Inc., filed
an amendment to its Articles of Incorporation changing its
corporate name to SecureAlert Monitoring, Inc.

At December 31, 2009, the Company's consolidated balance sheets
showed $8,212,402 in total assets and $25,255,098 in total
liabilities, resulting in a $17,042,696 shareholders' deficit.
The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $2,692,487 in total current
assets available to pay $23,099,738 in total current liabilities.

The Company has incurred recurring net losses, negative cash flows
from operating activities, and an accumulated deficit.  "These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

The Company said it is presently unable to finance its business
solely from cash flows from operating activities.  During the
three months ended December 31, 2009, the Company financed its
business primarily from the issuance of debt and the issuance of
stock providing cash proceeds of $1,531,304.


SECUREALERT INC: Increases Authorized Common Shares to 600-Mil.
---------------------------------------------------------------
SecureAlert, Inc., formerly, RemoteMDx, Inc., filed with the
Securities and Exchange Commission on April 15, 2010, an
information statement to inform shareholders of the amendment to
the Company's Articles of Incorporation to increase the authorized
shares of Common Stock from 250,000,000 shares to 600,000,000
shares of Common Stock, par value $0.0001 per share.  There will
be no change to the authorized shares of preferred stock of the
Company.

David G. Derrick, the Company's CEO and Director, said the
Company's Board of Directors has approved the increase, and
holders of not less than a majority of the shares of record or
share equivalents on the record date entitled to vote on the
proposal have consented in writing to the proposal.  As such, the
Company is not soliciting Shareholders' consent on the shares
increase.

All holders of shares of Common Stock and Series D Preferred Stock
of record on the close of business on March 31, 2010, are entitled
to notice of the action to be taken pursuant to the Proposal.

As of January 13, 2010, there were approximately 3,500 holders of
record of the Company's Common Stock and 211,765,988 shares of
Common Stock of the Company issued and outstanding and 37 holders
of record of the Company's Series D Preferred Stock and 25,186
shares of Series D Preferred Stock of the Company issued and
outstanding.

A full-text copy of the Information Statement is available at no
charge at http://ResearchArchives.com/t/s?608e

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc. (OTCBB: SCRA) --
http://www.securealert.com/-- is a monitoring, case management
and advanced communications Technology Company with a portfolio of
services utilized by more than 625 law enforcement agencies,
judicial districts and county jurisdictions across 35 states.
Approximately 15,000 offenders are supported, managed and
supervised monthly through the company's programs, services and
electronic monitoring initiatives.

RemoteMDx, Inc., filed an amendment to its Articles of
Incorporation changing its corporate name to SecureAlert, Inc.
Additionally, the Company's subsidiary, SecureAlert, Inc., filed
an amendment to its Articles of Incorporation changing its
corporate name to SecureAlert Monitoring, Inc.

At December 31, 2009, the Company's consolidated balance sheets
showed $8,212,402 in total assets and $25,255,098 in total
liabilities, resulting in a $17,042,696 shareholders' deficit.
The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $2,692,487 in total current
assets available to pay $23,099,738 in total current liabilities.

The Company has incurred recurring net losses, negative cash flows
from operating activities, and an accumulated deficit.  "These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

The Company said it is presently unable to finance its business
solely from cash flows from operating activities.  During the
three months ended December 31, 2009, the Company financed its
business primarily from the issuance of debt and the issuance of
stock providing cash proceeds of $1,531,304.


SECUREALERT INC: Raises $9.4MM in Cash & Converts $16.6MM in Debt
-----------------------------------------------------------------
SecureAlert, Inc., has raised a total of $9,440,000 in cash, and
has converted a total of $16,681,384 in debt and accrued interest,
through the issuance of its Series D Preferred stock.  This is an
update to the $6,100,000 equity raise and $15,723,204 debt
conversion announced on January 14, 2010.   The terms and
conditions of this incremental recapitalization are consistent
with the previous transactions announced in January 2010.

John Hastings, President and Chief Operating Officer of
SecureAlert, said in a statement dated April 12, "The continued
incremental recapitalization provides us with the opportunities to
expand our business both through organic growth and acquisitions,
as we strive to be the market leader of offender monitoring."

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc. (OTCBB: SCRA) --
http://www.securealert.com/-- is a monitoring, case management
and advanced communications Technology Company with a portfolio of
services utilized by more than 625 law enforcement agencies,
judicial districts and county jurisdictions across 35 states.
Approximately 15,000 offenders are supported, managed and
supervised monthly through the company's programs, services and
electronic monitoring initiatives.

RemoteMDx, Inc., filed an amendment to its Articles of
Incorporation changing its corporate name to SecureAlert, Inc.
Additionally, the Company's subsidiary, SecureAlert, Inc., filed
an amendment to its Articles of Incorporation changing its
corporate name to SecureAlert Monitoring, Inc.

At December 31, 2009, the Company's consolidated balance sheets
showed $8,212,402 in total assets and $25,255,098 in total
liabilities, resulting in a $17,042,696 shareholders' deficit.
The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $2,692,487 in total current
assets available to pay $23,099,738 in total current liabilities.

The Company has incurred recurring net losses, negative cash flows
from operating activities, and an accumulated deficit.  "These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

The Company said it is presently unable to finance its business
solely from cash flows from operating activities.  During the
three months ended December 31, 2009, the Company financed its
business primarily from the issuance of debt and the issuance of
stock providing cash proceeds of $1,531,304.


SEVEN FALLS: Expects to Have Funding by May 18
----------------------------------------------
Market Barrett at Citizen-Times.com reports that a federal judge
turned down a request to force Seven Falls LLC to go out of
business.  A person familiar with the matter said the Company
expects to have commitments in place for a new injection of funds
of between $5 million and $12 million by May 18.  The federal
judge noted that it won't wait much long for the Company to get
funding to keep going.

Seven Falls, LLC, has a golf course and residential development on
400 acres in Hendersonville, North Carolina.  The Company filed
for Chapter 11 bankruptcy protection on October 26, 2009 (Bankr.
W.D. N.C. Case No. 09-11182).  The Company listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SEVERN BANCORP: Reports 62% Improvement in First Quarter Results
----------------------------------------------------------------
Severn Bancorp, Inc.,, reported a net loss for the first quarter
ended March 31, 2010, of approximately $500,000 (unaudited), or
($0.10) per share, compared to a net loss of $1.3 million
(unaudited) or ($0.18) per share for the first quarter of 2009 and
net loss of $2.7 million (unaudited), or $(0.31) per share for the
fourth quarter of 2009.  The net loss of approximately $500,000
for the quarter was primarily due to an increase in the loan loss
reserve of approximately $2.5 million during the quarter ended
March 31, 2010.  This increase is a non-cash charge against
earnings.  At March 31, 2010, Severn's regulatory capital ratios
continued to exceed the levels required to be considered "well
capitalized" under applicable federal banking regulations,
including its core (leverage) ratio of approximately 12% compared
to the regulatory requirement of 5% for "well capitalized" status.

"An increase in our net interest margin and a reduction in our
provision for loan losses during the quarter helped improve our
earnings on a year over year and sequential basis," said Alan J.
Hyatt, president and chief executive officer.  "While we are not
satisfied with the loss for the quarter, we are encouraged by the
improvement in asset quality and the prospects for improved
performance for the remainder of 2010.  We feel we're on the right
track with positive trends in performance and problem assets.  Our
core earnings remain positive driven largely by our lower cost of
funds and overhead cost controls.  We continue to position
ourselves for a return to stronger performance as the economy
improves. "

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6078

As reported by the Troubled Company Reporter on December 28, 2009,
the Board of Directors of Severn Bancorp suspended the common
stock dividend for the fourth quarter of 2009.  This represents a
reduction of $0.03 per share from the common stock dividend
declared for the third quarter of 2009.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.


SMART ONLINE: Reports $9,540,871 Net Loss for 2009
--------------------------------------------------
Smart Online, Inc., has filed with the Securities and Exchange
Commission its annual report on Form 10-K for the year ended
December 31, 2009.  The Company reported a net loss of $9,540,871
for 2009 from a net loss of $10,052,149.  Total revenues were
$1,419,502 for 2009 from $3,879,179 for 2008.

At December 31, 2009, the Company had total assets of $1,346,120
against total liabilities of $16,739,899, resulting in
stockholders' deficit of $15,393,779.  The Company's December 31,
2009 balance sheet showed strained liquidity: The Company had
total current assets of $373,693 against total current liabilities
of $6,949,043.

In its April 15, 2010 report, Cherry, Bekaert & Holland, L.L.P. in
Raleigh, North Carolina, said the Company has suffered recurring
losses from operations and has a working capital deficiency as of
December 31, 2009.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

A full-text copy of the Company's annual report is available at no
charge at http://ResearchArchives.com/t/s?6091

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex Web site consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.


SMART ONLINE: Restates FY2008 & 2009 Quarterly Financials
---------------------------------------------------------
The Audit Committee of Smart Online, Inc. -- in consultation with
Cherry, Bekaert & Holland, the Company's independent registered
public accountants -- concluded on April 13, 2010, that the
Company's financial statements for the fiscal year ended December
31, 2008 and for the fiscal quarters ended March 31, 2009, June
30, 2009 and September 30, 2009 should no longer be relied upon
because of an error in the financial statements.

The Company's Board of Directors unanimously approved, authorized
and directed the restatements of the financial statements and the
filing of a Report on Form 8-K.  The Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, as filed
with the Securities and Exchange Commission, is consistent with
the Company's restated financial statements.

The financial statements have been restated to include net
subscription revenue as compared to the gross subscription revenue
as presented in prior filings for 2009 and 2008.  Subscription
fees primarily consist of sales of subscriptions through private-
label marketing partners to end users.

"We typically have a revenue-share arrangement with these
marketing partners in order to encourage them to market our
products and services to their customers. Subscriptions are
generally payable on a monthly basis and are typically paid via
credit card of the individual end user.  We accrue any payments
received in advance of the subscription period as deferred revenue
and amortize them over the subscription period. In the past we
recognized all subscription revenue on a gross basis and in
accordance with our policy to periodically review our accounting
policies we identified the fact that certain contracts require the
reporting of subscription revenue on a gross basis and others on a
net basis according to US GAAP.  On that basis, we continue to
report subscription revenue from certain contracts on a gross
basis and others on a net basis," the Company explained.

The Company said the net effect of the reclassification of
expenses only impacts gross revenue and certain gross expenses; it
does not change the net income.

In addition to the restatement of subscription revenue, the
Company also restated the value of the iMart trade name as of
December 31, 2008 because of a recalculation of the net royalty
method of valuation.  The restatement caused an increase in the
amount of loss on impairment of intangible assets for the year
ended December 31, 2008 in the amount of $230,000.  The restated
total loss on impairment of intangible assets is $3,702,141 as
compared to the original loss of $3,472,141.

A full-text copy of the restatement is available at no charge
at http://ResearchArchives.com/t/s?6092

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex Web site consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At December 31, 2009, the Company had total assets of $1,346,120
against total liabilities of $16,739,899, resulting in
stockholders' deficit of $15,393,779.  The Company's December 31,
2009 balance sheet showed strained liquidity: The Company had
total current assets of $373,693 against total current liabilities
of $6,949,043.

In its April 15, 2010 report, Cherry, Bekaert & Holland, L.L.P. in
Raleigh, North Carolina, said the Company has suffered recurring
losses from operations and has a working capital deficiency as of
December 31, 2009.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


SOUTH BAY EXPRESSWAY: Gets OK to Pay Business Taxes & Licenses
--------------------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., obtained approval from the Court to pay franchise,
real and personal property, and employment taxes, business license
and other similar fees.

In the ordinary course of business, the Debtors:

  (a) incur and collect taxes, including franchise, property and
      miscellaneous taxes in the operation of their business;

  (b) incur business license and permit fees and other similar
      assessments in connection with obtaining licenses and
      permits necessary to operate their business; and

  (c) remit the Taxes and Fees to various taxing, licensing and
      other governmental authorities and make payments to
      various third parties for Taxes and Fees who, in turn,
      remit the Taxes and Fees to the Taxing Authorities.

The Debtors pay the Taxes and Fees monthly, quarterly, or
annually, in each case as required by applicable laws and
regulations.

R. Alexander Pilmer, Esq., at Kirkland & Ellis LLP, in Los
Angeles, California, contends that payment of the Taxes and Fees
in the ordinary course of business is justified because, among
other things:

  -- certain of the Taxes and Fees are not property of the
     bankruptcy estate pursuant to Section 541(d) of the
     Bankruptcy Code;

  -- payment of the Taxes and Fees will avoid unnecessary
     distractions in the Debtors' Chapter 11 cases;

  -- certain of the Taxes and Fees may constitute secured or
     priority claims entitled to special treatment under the
     Bankruptcy Code; and

  -- the Debtors have authority to remit payment on account of
     the Taxes and Fees in the ordinary course of business.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY EXPRESSWAY: Hearing on Further Cash Use on April 22
-------------------------------------------------------------
Judge Louise DeCarl Adler granted South Bay Expressway, L.P.,
and California Transportation Ventures, Inc., permission to use
cash collateral on an interim basis.

Judge Adler authorized the Debtors to use Cash Collateral during
the period commencing immediately after the entry of the Interim
Order and terminating upon written notice by the Administrative
Agent to the Debtors, their counsel, lead counsel to any official
committee and the Notice Parties that an Event of Default has
occurred and is continuing, provided that in no event may the
Debtors expend more than a total amount of 115% of $999,000 from
the Petition Date through and including April 22, 2010.

Nothing in the Interim Order will authorize the disposition of any
assets of the Debtors or their bankruptcy estates outside the
ordinary course of business, except in accordance with the Budget
and further Court order, Judge Adler maintained.  She added that
no Cash Collateral may be used by the Debtors, any official
committee, or any other person or entity to object to the
validity, extent, perfection, priority or enforceability of the
Prepetition Obligations, or any other rights or interests of the
Secured Financing Parties, or to assert any claims against the
Secured Financing Parties.

In addition to the reports and information required to be provided
by the Debtors under the Prepetition Secured Loan Documents, the
Debtors will provide periodic reports to the Administrative Agent,
TIFIA/ Federal Highway Administrator, Caltrans and Otay River
Constructors, which include the Weekly Budget Report, Monthly
Operating Budget Report and Project Completion Budget Report.

The Secured Financing Parties will receive adequate protection,
including postpetition replacement liens, an allowed superpriority
administrative expense claim and adequate protection payment.

The Final Cash Collateral hearing will be held on April 22, 2010,
at 2:30 p.m.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY EXPRESSWAY: Sec. 341 Meeting Set for April 27
-------------------------------------------------------
Haeji Hong, the Acting United States Trustee for Region 15, will
convene a meeting of creditors of South Bay Expressway, L.P., and
California Transportation Ventures, Inc., on April 27, 2010, at
9:00 a.m. Pacific Time, at the Office of the U.S. Trustee at 402
West Broadway, Sixth Floor, Suite 630, in San Diego, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY EXPRESSWAY: Sues to Void Mechanics Liens on Expressway
----------------------------------------------------------------
Plaintiffs South Bay Expressway, L.P., and California
Transportation Ventures, Inc., filed a complaint against certain
parties to resolve an issue critical to a successful
reorganization.  More specifically, they want the Court to
determine whether their interest in a public transportation
demonstration project, owned by the State and authorized by
statute, be encumbered by a mechanic's lien.  The Debtors argue
that a prompt resolution of the issue will shape the remainder of
the bankruptcy case.

The Defendants are:

  -- Otay River Constructors;

  -- Wells Fargo Bank, National Association, as Collateral Agent
     on behalf of various lenders, including Banco Bilbao
     Vizcaya Argenteria, S.A., Depfa Bank plc, and the United
     States Department of Transportation, acting through the
     Federal Highway Administration; and

  -- Intrans Group, Inc.

The Debtors developed and operate the South Bay Expressway or
State Road 125.  The property on which the Expressway is located
is not owned by the Debtors, but is operated pursuant to a 35-year
build transfer operate franchise agreement with the state of
California Department of Transportation.

On May 22, 2003, SBX, as borrower, and (i) BBVA, as administrative
agent and joint lead arranger, (ii) Depfa Bank plc, as technical
bank and joint lead arranger, and (iii) the lenders from time-to-
time party thereto entered into a Term Loan Agreement to finance
the development, engineering, construction and operation of the
Expressway.  On the same day, SBX, as borrower, and TIFIA Lender
and, together with the Term Loan Lenders, entered into the
Transportation Infrastructure Finance and Innovation Act Loan
Agreement, to finance eligible project costs related to the
Expressway.

SBX, as borrower, and Wells Fargo Bank, as collateral agent for
the Secured Lenders, the Administrative Agent, and Depfa, as
Modelling Bank and Technical Advisor under the Term Loan, entered
into a security agreement, whereby SBX provided the Collateral
Agent with a security interest in substantially all of its assets.
The Debtors, as borrowers, executed a Construction and Term Loan
Deed of Trust, Assignment of Leases and Revenues and Fixture
Filing securing the Term Loan, and the TIFIA Loan.  The
Construction Deed of Trust was recorded in the Official Records of
San Diego County, California.   Upon conversion of the
Construction Loan, SBX entered into a lease with Caltrans and,
pursuant to a certain Leasehold Deed of Trust, Assignment of
Leases and Revenues and Fixture Filing, granted a leasehold deed
of trust in favor of the Chicago Title Company, as trustee for the
benefit of the Collateral Agent.

As developer of the Expressway, SBX is a party to two separate
design build agreements, (i) one for the Gap/Connector, signed on
June 6, 2002, with final notice to proceed on August 15, 2002, and
one for the Expressway, signed on May 22, 2003, with notice to
proceed on the same date, with ORC, the contractor selected for
construction of the Gap/Connector and the Expressway.

The Debtors and ORC have been engaged in arbitration proceedings
to determine the validity of more than 120 claims asserted by ORC
relating to the Gap/Connector DBA and the Expressway DBA, which
range in value from less than $100,000 to more than $100 million.
ORC recorded in the official records of San Diego County, two
purported mechanic's liens upon the Expressway, and Debtors'
property rights therein, for $233,110,946 and $145,476,376 plus
interests and costs.

SBX entered into a Fixed Operating Equipment Contract with Intrans
on May 15, 2004, to design, furnish and install toll collection,
network communications and traffic management systems on and for
the Expressway.  Intrans has initiated arbitration and litigation
proceedings pertaining to an alleged breach of the FOE Contract,
for which Intrans alleges it has suffered at least $9,002,000 in
damages.  The Debtors believe that Intrans recorded in the
official records of San Diego County, a purported mechanic's lien
upon the Expressway and Debtors' property rights for $9,002,000.

ORC's and Intrans' purported mechanic's liens relate to a public
work, for a public purpose, on the public property of the state of
California, R. Alexander Pilmer, Esq., at Kirkland & Ellis LLP, in
Los Angeles, California, relates.  Hence, he argues, any purported
mechanic's lien is not recognized under California law and cannot
encumber any interest in the public transportation project.

Neither ORC nor Intrans commenced a work of improvement on the
Expressway until some time following the execution of the Term
Loan Agreement, Security Agreement and the Construction Deed of
Trust, Mr. Pilmer contends.  Nor had ORC or Intrans commenced a
work of improvement until after the recording of the Construction
Deed of Trust, he continues.  He adds that at the time of each of
their commencement of work on the property at issue, ORC and
Intrans were aware and had actual notice of prior secured
interests in the Expressway.  Therefore, he points out, any
mechanic's liens are junior to the secured claims of the Secured
Parties.

An actual controversy has arisen and exists between the Debtors
and the Defendants concerning whether the Defendants' purported
mechanic's liens on Debtors' interests in the Expressway are
valid, Mr. Pilmer contends.  The Debtors assert that any purported
mechanic's lien against their interests in the Expressway is
invalid.

The Debtors, therefore, ask the Court to issue a judgment
declaring that (i) any purported mechanic's liens against Debtors'
interests in the Expressway are invalid, and (ii) any valid
mechanic's liens against the Debtors' interests in the Expressway
are junior in priority to the Secured Parties' claims.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH GATE: S&P Downgrades Rating on Bonds to 'BB-'
---------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on South Gate, California's pension obligation bonds to 'BB-' from
'BBB-'.  The outlook is negative.

"The downgrade reflects S&P's opinion of the continuation of
operating deficits that have characterized the city's financial
management for at least the past decade; a negative cash balance
in audited fiscal year 2009 and negative cash balances in four
other city funds; deficit spending in fiscal 2010 that will make
negative balances worse; a structurally imbalanced budget; a weak
economic base as indicated by a 25% decline in fiscal 2009 sales
tax revenues; low per capita effective income and consistently
high unemployment; and low assessed value per capita," said
Standard & Poor's credit analyst Ian Carroll.

The POBs are secured by city revenues from any available source;
the city does not have the ability to increase taxes to pay debt
service.

South Gate (population: approximately 103,000) is a city located
in Los Angeles County, 12 miles southeast of downtown Los Angeles,
that is 7.5 square miles in area.  Several industrial and
manufacturing operations have closed or moved over the years,
eliminating many of the jobs centered here.  As a result, economic
activity has been limited, constraining city revenue growth.


SOUTHERN STATES: Moody's Assigns 'B3' Rating on $125 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Southern States
Cooperative, Inc.'s proposed $125 million senior unsecured note
issue due 2015.  Moody's also affirmed the company's B1 Corporate
Family Rating, B1 Probability of Default Rating, and SGL-2
Speculative Grade Liquidity rating.  The outlook is stable.

Proceeds from the proposed offering will be used to tender for
Southern States' $82 million senior unsecured notes due 2011, and
fund a contribution to the company's underfunded multi-employer
pension plan.

"The affirmation of Southern States' B1 Corporate Family Rating
considers that the new notes will extend the company's debt
maturity profile and eliminate the need for minimum contributions
to the plan that would have been due in the next few years absent
this prefunding" said Moody's Vice President Scott Tuhy.  The
ratings and stable outlook also reflect Southern States' strong
competitive position, moderate leverage, highly diversified
customer base, and good liquidity.  Key credit concerns include
Southern States' low absolute profit margins and high degree of
earnings and cash flow volatility driven by factors such as
weather and commodity price levels.

Rating assigned:

* $125 million senior unsecured notes due 2015 at B3 (LGD 5, 86%)

Ratings affirmed:

* Corporate Family Rating at B1
* Probability of Default Rating at B1
* $82 million senior unsecured notes due 2011 at B3 (LGD 5, 86%)
* Speculative Grade Liquidity rating at SGL-2

The B3 rating on Southern States' senior unsecured notes due 2011
will be withdrawn upon repayment with proceeds from the
$125 million unsecured note issue once that transaction closes.

The last rating action on Southern States was on October 23, 2008,
when Moody's upgraded the company's Corporate Family Rating to B1
from B2 and assigned a stable outlook.

Southern States Cooperative, Inc., is a retailer and wholesale
supplier of agricultural products and services, such as
fertilizer, seed, crop protectants, animal feed, petroleum, and
farm and home supplies.  The company generates annual revenues of
about $1.7 billion.


SPANSION INC: Enter Two-Year Service Agreement With ChipMOS
-----------------------------------------------------------
ChipMOS Technologies (Bermuda) LTD. disclosed that Spansion LLC
and ChipMOS TECHNOLOGIES INC., a wholly owned subsidiary of
ChipMOS, have entered into a two-year wafer sort services
agreement, utilizing the V5400 test platform, making ChipMOS
Taiwan the exclusive wafer sort subcontractor of Spansion, except
for any sort equipment operated by Spansion LLC or currently
located at Spansion Japan Limited.

S.J. Cheng, Chairman and Chief Executive Officer of ChipMOS
indicated, "ChipMOS and Spansion have continued to work together
in what has been the worst global economic downturn in memory.  We
believe the existing capacity in ChipMOS can fully support
Spansion for the company's long-term success.  We look forward to
continuing to provide the high-quality semiconductor testing
services for Spansion that our customers rely on us for."

"ChipMOS has been a tremendous long-term ally and strategic wafer
sort service provider to Spansion," said John Kispert, Spansion
president and CEO.  "We are pleased with this new long-term
agreement and look forward to succeeding together."

The wafer sort services agreement will become effective upon the
earlier of (i) the date the U.S. Bankruptcy Court enters an order
approving the agreement, and such order is not stayed pending
appeal, or (ii) the date a plan of reorganization for Spansion is
confirmed by the U.S. Bankruptcy Court and becomes effective.

                          About ChipMOS

ChipMOS Technologies (Bermuda) Ltd. -- http://www.chipmos.com--
is a leading independent provider of semiconductor testing and
assembly services to customers in Taiwan, Japan, and the U.S. With
advanced facilities in Hsinchu and Southern Taiwan Science Parks
in Taiwan and Shanghai, ChipMOS and its subsidiaries provide
testing and assembly services to a broad range of customers,
including leading fabless semiconductor companies, integrated
device manufacturers and independent semiconductor foundries.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

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.


SPECIALTY ACQUISITION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Specialty Acquisition Corp.
        6160 Plumas Street, Suite 200
        Reno, NV 89519

Bankruptcy Case No.: 10-51437

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Sallie B. Armstrong, Esq.
                  Downey Brand
                  427 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 329-5900
                  Fax: (775) 786-5443
                  E-mail: sarmstrong@downeybrand.com

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

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

The petition was signed by Nello Gonfiantini III, company's
president and CEO.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Debtor-affiliate that filed separate Chapter 11 petitions:

        Entity                     Case No.         Petition Date
        ------                     --------         -------------
Specialty Trust, Inc.              10-51432            04/20/10
  Assets: $100-mil. to $500-mil.
  Debts: $50-mil. to $100-mil.
SAC II                                 10-51440  04/20/10
  Assets: $10-mil. to $50-mil.
  Debts: $1-mil. to $10-mil.


SPECIALTY TRUST: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Specialty Trust, Inc.
        6160 Plumas Street, Suite 200
        Reno, NV 89519

Bankruptcy Case No.: 10-51432

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Sallie B. Armstrong, Esq.
                  Downey Brand
                  427 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 329-5900
                  Fax: (775) 786-5443
                  E-mail: sarmstrong@downeybrand.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Nello Gonfiantini III, company's
president and CEO.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Specialty Acquisition Corp.            10-51437  04/20/10
  Assets: $10-mil. to $50-mil.
  Debts: $10-mil. to $50-mil.
SAC II                                 10-51440  04/20/10
  Assets: $10-mil. to $50-mil.
  Debts: $1-mil. to $10-mil.


STANDARD PACIFIC CORP: Post $5.1 Mil. Net Loss for 1st Quarter
--------------------------------------------------------------
Standard Pacific Corp. reported operating results for its first
quarter ended March 31, 2010.

The company balance sheet for March 31, 2010, showed $1.7 billion
and $1.3 billion, for a $400 million stockholders' equity.

The Company generated a net loss of $5.1 million, or $0.02 per
diluted share, for the 2010 first quarter compared to a net loss
of $49.5 million, or $0.21 per diluted share, for the year earlier
period.  The primary drivers of the improved operating performance
were higher gross margins, reduced asset impairments, higher
average sales price and lower overhead costs.  The 2009 first
quarter results included $30.8 million of asset impairment
charges, $14.1 million of restructuring charges and a $5.2 million
gain on the early extinguishment of debt.  The 2010 first quarter
did not include any asset impairment or restructuring charges.

Homebuilding revenues for the 2010 first quarter were
$175.4 million, down 16% from $209.5 million for the 2009 first
quarter.  The decrease in homebuilding revenues was driven
primarily by a 22% decline in new home deliveries to 537 homes.
The decrease in deliveries was partially due to the significant
reduction in the number of completed and unsold homes available
for sale at the beginning of the 2010 first quarter as compared to
the year earlier period and, to a lesser extent, a 7% decline in
the 2010 first quarter beginning backlog as compared to the prior
year period.  The decline in deliveries was partially offset by a
9% increase in consolidated average home price to $326,000,
largely due to a greater proportion of homes delivered within
California during the quarter as compared to the 2009 first
quarter.

Gross margin from home sales for the 2010 first quarter was 22.7%
versus an adjusted gross margin from home sales for the year
earlier period of 17.4.  The 530 basis point improvement in the
2010 first quarter gross margin from home sales was primarily the
result of a larger mix of California deliveries, lower direct
construction costs and, to a lesser extent, price increases in
California. Excluding impairments and previously capitalized
interest costs, gross margin from home sales for the 2010 first
quarter was 29.2% versus 23.7% for the 2009 first quarter.

The Company's 2010 first quarter SG&A expenses decreased
$19.6 million, or 37%, to $32.8 million from $52.4 million in the
2009 first quarter. The Company's 2009 first quarter SG&A expenses
included $12.0 million in restructuring charges related to
severance and lease terminations. The Company's 2010 first quarter
SG&A rate from home sales was 18.7% versus an adjusted rate of
19.6%.  The reduction in the Company's SG&A expenses was primarily
the result of lower personnel costs, commissions and model costs.

The Company generated $33.6 million of cash flows from operations
for the 2010 first quarter versus $129.0 million for the year
earlier period.  The decline in cash flows as compared to the 2009
first quarter was driven primarily by a $47.1 million increase in
land purchases and a 22% decline in deliveries resulting from a
decrease in the number of unsold completed and under construction
homes available for sale as of December 31, 2009 as compared to
December 31, 2008.  Cash flows from operations for the three
months ended March 31, 2010 and 2009 included $50.8 million and
$3.7 million, respectively, of land purchases and $108 million and
$114 million, respectively, of federal tax refunds.  Excluding
land purchases and sales, cash flows from operations for the 2010
first quarter were $83.9 million* versus $132.1 million* in the
year earlier period.

Net new orders for the 2010 first quarter increased 3% from the
2009 first quarter to 759 homes, despite a 20% decrease in the
number of average active selling communities, from 158 to 126.
The Company's monthly sales absorption rate for the 2010 first
quarter was 2.0 per community compared to 1.5 per community for
the 2009 first quarter.  The Company's cancellation rate for the
2010 first quarter was 15% versus 24% for the 2009 first quarter
and 21% for the 2009 fourth quarter. The total number of sales
cancellations for the 2010 first quarter was 133, of which 60
cancellations related to homes in the Company's 2010 first quarter
beginning backlog and 73 related to orders generated during the
quarter.

The dollar value of the Company's backlog increased 31% to $278.3
million, or 821 homes, compared to $212.2 million, or 689 homes,
for the 2009 first quarter.  The increase in backlog value was
driven primarily by an increase in the number and average price of
California homes in backlog and, to a lesser extent, increased
sales during the quarter.

During the 2010 first quarter, the Company approved the purchase
of $105 million of land, comprised of approximately 1,800 lots,
76% of which are finished, 11% partially developed and 13% raw.
Approximately 56% of the approved purchases are transactions with
developers and 25% with banks. During the same period, the Company
purchased approximately 940 lots valued at $51 million.

Approximately 42% of the $51 million in land purchases related to
land located in California and 37% in the Carolinas, with the
balance spread throughout the Company's other operations.  As of
March 31, 2010, the Company had outstanding approximately
$179 million of approved land purchases and option contracts, of
which $113 million is expected to be purchased in 2010 and
$66 million expected to be purchased in 2011 and beyond.

Ken Campbell, the Company's President and CEO commented, "I am
pleased with our strong gross margins and reduced spending on
overhead.  I am also encouraged by the growth in our land
opportunities at prices that meet our return thresholds."

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?607f

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of December 31, 2009, the Company had $1.861 billion in total
assets against $1.421 billion in total liabilities.

                           *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on Irvine, Calif.-based homebuilder Standard Pacific Corp.
to 'B' from 'CCC+'.  The upgrade acknowledges improvement in the
company's cost structure, as well as previous success in
addressing near-term maturity risk.  At the same time, S&P raised
its ratings on $872 million of senior and subordinated notes and
revised its outlook on the company to stable from positive.


STERLING MINING: Silver Opportunity's $24MM Wins Auction
--------------------------------------------------------
Sterling Mining Company disclosed that court papers will be filed
shortly seeking to approve a successful $24.0 million bid for the
assets and stock of Sterling Mining Company, the operator of the
historic Sunshine Mine.  Sterling Mining Company has been
reorganizing for the last year under Chapter 11 in the United
States Bankruptcy Court for the District of Idaho.

The successful bidder -- with a cash price of $24.0 million -- was
Silver Opportunity Partners LLC.

Michael Williams, President of Silver Opportunity Partners LLC
commented on the successful bid: "Silver Opportunity Partners is
very pleased to be the successful bidder for the Sunshine Mine.
We not only have great respect for the historic significance of
the Sunshine Mine but also share with the community a keen regard
for the mine's importance to the economic future of the region.
As such we intend to honor the Sunshine Mine's legacy with a
strong commitment to its rehabilitation in a manner that is both
environmentally sensitive and developmentally sustainable.  In
that effort, we look forward to working constructively and
proactively with the Coeur d'Alene community upon approval of the
legal process by the US Bankruptcy Court for the District of
Idaho."


Sterling Mining Company believes that the sale to Silver
Opportunity Partners LLC will be of great benefit to the
bankruptcy estate, as well as to the entire Silver Valley.

The backup bidder is Minco Silver Corporation (MSV.TO).  Minco is
a Canadian silver mining firm, which is a creditor of Sterling
Mining Company.

Also participating in the auction was Alberta Star Development
Corp. (TSXV-ASX), another Canadian firm.

"We will be seeking approval of the sale process on May 3, 2010,
in the Bankruptcy Court for the District of Idaho, and both
Sterling Mining Company and Silver Opportunity Partners LLC hope
to close the transaction shortly thereafter," stated Robert
Higdem, CEO of Sterling Mining Company.  Mr. Higdem also noted
that the auction justified the faith of many investors and
employees of Sterling Mining Company who have held on during the
very difficult reorganization process.  It is anticipated that
through the bankruptcy reorganization process, distribution to
Sterling Mining Company's creditors, and possibly distribution to
shareholders, could occur before the end of 2010.

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company. Sterling is engaged
in the business of acquiring, exploring, developing and mining
mineral properties primarily those containing silver and
associated base and precious metals. Sterling operates the
Sunshine Silver Mine in Idaho and has exploration projects in
Idaho, U.S.A. Sterling was incorporated under the laws of the
State of Idaho on February 3, 1903 and its common shares are
currently listed on the OTCBB: SRLMQ and Frankfurt Stock Exchange:
SMX.

Sterling is currently a debtor-in-possession in Chapter 11
Bankruptcy in the District of Idaho, U.S.A. Sterling Mining filed
for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case
No. 09-20178).  Bruce A. Anderson, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, Chartered represents the Debtor
as counsel.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.


STEVEN SCHULTZ: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Steven Stuart Schultz
        dba Red Sky Cafe
        fdba SSS Hospitality, LLC
        4255 North Alvernon Way
        Tucson, AZ 85718

Bankruptcy Case No.: 10-11542

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks PC
                  110 S Church Ave. #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.com

Scheduled Assets: $368,900

Scheduled Debts: $1,654,885

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb10-11542.pdf

The petition was signed by Steven Stuart Schultz.


STEVENS MASONRY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stevens Masonry & Concrete, Inc.
        6542 Sherry Lane
        Saint Augustine, FL 32095-6837

Bankruptcy Case No.: 10-03275

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Lerone Thurston, Esq.
                  Rusty Law LLC
                  3700 US Highway 1 South
                  St. Augustine, FL 32092
                  Tel: (904) 797-9600
                  Fax: (888) 395-5034
                  E-mail: lerone@rustylaw.com

Estimated Assets: $500,001 to $1,000,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Thomas M. Stevens, president.


STONEYBROOK CREEK: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stoneybrook Creek, LLC
        5413 Pinnacle Point Dr.
        Rogers, AR 72758

Bankruptcy Case No.: 10-72045

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at http://bankrupt.com/misc/arwb10-72045.pdf

The petition was signed by Bill Schwyhart, manager.


TARRAGON CORPORATION: DIP Loan to Pay Westminster Approved
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized, on a final basis, Tarragon Corporation, et al., to
obtain credit and incur debt amounting to $4,820,000 from UTA
Capital LLC.

The Debtors will use the money to (a) pay Westminster DIP Funding
in full satisfaction of its DIP loan; and (b) pay fees due to the
DIP lender.

The Debtors were unable to obtain unsecured and secured credit on
more favorable terms than those provided by the DIP lender.   The
DIP lender agreed to extend loan to the Debtors on a 15% interest
per annum.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant the DIP lender first priority
perfected liens and security interests on property and assets of
the Debtors' estates and superpriority administrative expense
claim, subject to carve out.

Pursuant to the agreement, it would be an event of default if the
Debtors fail to obtain order confirming the Plan of Reorganization
by June 15, 2010.

The Debtors are represented by:

     Cole Schotz Meisel Forman & Leonard, P.A.
     Court Plaza North
     25 Main Street, P.O. Box 800
     Hackensack, NJ 07602-0800
     Tel: (201) 489-3000
     Fax: (201) 489-1536
     http://www.coleschotz.com

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.


TEKOIL & GAS: Plan of Reorganization Wins Court Approval
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
confirmed Tekoil & Gas Corporation and Tekoil & Gas Gulf Coast,
LLC's third amended Plan of Reorganization.

As reported in the Troubled Company Reporter on Feb. 12, 2010,
according to the amended Disclosure Statement, the Plan holders of
Class 6A - General Unsecured Claims against Tekoil($42,048,876)
and Class 6B - General Unsecured Claims against Gulf Coast
($33,824,809) will receive from the creditor trust in full
satisfaction, release and discharge of and in exchange for the
claim, a pro rata share of the distributions available for Class 6
creditors from the creditor trust.

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

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- own interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.  Edward L.
Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee
Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, represent the Debtors as counsel.  David Ronald Jones, Esq.,
John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter
& Hedges, LLP, represent the Official Committee of Unsecured
Creditors of Tekoil & Gas Corp. as counsel.  When Tekoil & Gas
Corp. filed for protection from its creditors, it listed assets of
$10 million to $50 million, and liabilities of $10 million to
$50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  Tekoil & Gas
Corporation filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Tekoil and Gas Gulf Coast
filed a separate petition for Chapter 11 relief on Aug. 29, 2008
(Bankr. S.D. Tex. Case No. 08-80405).  Nancy Lee Ribaudo, Esq.,
and Patrick J. Neligan, Jr. at Neligan Foley LLP, represent Tekoil
and Gas Gulf Coast as counsel.

On October 1, 2008, the Court ordered the joint administration of
the Debtors' bankruptcy cases.


TRACY MANAGEMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tracy Management Corporation
        1001 Sutton Road
        Shavertown, PA 18708

Bankruptcy Case No.: 10-03277

Chapter 11 Petition Date: April 20, 2010

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel II

Debtor's Counsel: Robert E Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  E-mail: rec@cclawpc.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Harold C. Snowdon, Jr., president.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                     Case No.          Petition Date
        ------                     --------          -------------
Harold C. Snowdon, Jr.             09-08864               11/13/09



TYLER FRAZIER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Tyler Frazier
               Andrea Frazier
               719 Morgan Ave.
               Ontario, OR 97914

Bankruptcy Case No.: 10-01101

Chapter 11 Petition Date: April 20, 2010

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Boise)

Debtor's Counsel: Michael A Hall, Esq.
                  660 E. Franklin Road, Suite 220
                  Meridian, ID 83642
                  Tel: (208) 884-1995
                  Fax: (208) 460-1995
                  E-mail: mike@idahoblg.com

Scheduled Assets: $479,876

Scheduled Debts: $2,262,957

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb10-01101.pdf

The petition was signed by Tyler Frazier and Andrea Frazier.


UAL CORP: US Airways Discontinues Merger Talks
----------------------------------------------
US Airways Group, Inc., on Thursday said it has discontinued
recent discussions with UAL Corporation regarding a potential
merger between the two companies.

US Airways Chairman and CEO Doug Parker said, "US Airways has long
been a proponent for consolidation in our industry. As
opportunities have arisen for our company to participate in
consolidation, we have taken a close and careful look at our
options, always with an eye on what is in the best interests of
our shareholders, customers, employees and the communities we
serve.

"We have recently held discussions with United Airlines regarding
a possible combination between our two airlines. After an
extensive review and careful consideration, our Board of Directors
has decided to discontinue those discussions.

"While it is our policy not to comment on rumors concerning
strategic transactions, because of the persistent rumors about a
possible transaction with United Airlines we believe it is
appropriate to clarify the status of those negotiations. In the
future, we will continue to follow our policy of not commenting on
potential strategic transactions until we have entered into a
definitive agreement with respect to a specific transaction.

"It remains our belief that consolidation makes sense in an
industry as fragmented as ours. Whether we participate or not,
consolidation that leads to a more efficient industry better able
to withstand economic volatility, global competition and the
cyclical nature of our industry is a positive outcome.

"The US Airways team is doing an outstanding job of running a
reliable airline, taking care of our customers and keeping our
costs down. We are well along the road to near-term profitability
and are well-positioned for sustainable, long-term success. As the
industry becomes less fragmented and more stable, everyone will
benefit."

                           *     *     *

According to The Wall Street Journal's Susan Carey, US Airways'
withdrawal clears the way for United to focus on talks with
Continental Airlines Inc. over a possible combination.  But Ms.
Carey notes US Airways' exit reduces the pressure on Continental
to consummate such a deal.

Ms. Carey reports that one person familiar with the matter said
the recent United-US Airways talks were "deep and earnest" and
uncovered synergies from cutting costs and capturing added
revenue.  Ms. Carey relates another person familiar with the
matter said the airlines couldn't agree on the exchange ratio in a
share swap or who would run a combined entity.  The Journal's
source also said US Airways directors "didn't feel like waiting
around" and didn't want to "provide more leverage for United in
[the Continental] discussions."

According to the Journal, two people with knowledge of the matter
said Continental was caught off-guard by media reports that United
and US Airways were in deep talks.  Those two sources told the
Journal that Jeff Smisek, Continental's new CEO, called Glenn
Tilton, his counterpart at UAL, late last week and due diligence
was begun on a potential deal that would be a stock swap.  But
given what happened two years ago, when Continental rejected
United as a partner, everyone is proceeding cautiously, the
sources told the Journal, adding talks could break down.

                   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.

                      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.


UAL CORP: Continental Said to Weigh No-Premium Stock Deal
---------------------------------------------------------
UAL Corp.'s United Airlines and Continental Airlines Inc. are
considering a stock-for-stock merger with no market premium
Bloomberg News reports, citing two people with knowledge of the
talks.

According to Bloomberg, the people familiar with the private talks
said that under the merger UAL Chief Executive Officer Glenn
Tilton, 62, would become chairman while Continental CEO Jeff
Smisek, 55, would become CEO.  The terms aren't final and a deal
may be more than a week away, the people said.

Bloomberg News said at merger would create a company valued at
more than $6 billion.  Putting together United and Continental
would create the world's largest carrier by passenger traffic,
surpassing Delta Air Lines Inc.

The discussions were described after US Airways Group Inc. said it
had ended merger talks with United, leaving United and Continental
as the focus of industry consolidation.

                   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.

                      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.


UAL CORP: Boeing 777s Upgraded to Add New Perks
-----------------------------------------------
United Air Lines, Inc., is upgrading the look of its Boeing 777
aircraft used in certain overseas flights to add perks like video
on demand for passengers flying in cheap seats, Julie Johnsson of
Chicago Tribune reports.

Ms. Johnsson says the upgrade is in light of United's aim to
improve passengers' on-board experience and to bring its service
closer to that of overseas carriers, including Emirates and
Singapore Airlines.  United derives much of its profit from
international flights, she notes.

United is also adding about 21 seats to its Economy Plus cabin and
two extra seats in coach, Ms. Johnsson says.  This shift reflects
travel policies adopted by many companies that require employees
to fly in coach rather than in business class, she explains.

                      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.


UAL CORP: Circuit Court Affirms Denial of Carr Late Appeal
----------------------------------------------------------
To recall, Judge John W. Darrah of the U.S. District Court for the
Northern District of Illinois affirmed the U.S. Bankruptcy Court
for the Northern District of Illinois' refusal to allow Phyllis
Carr's late appeal.

Judges Frank H. Easterbrook, Richard D. Cudahy and Ilana Diamond
Rovner of the U.S. Court of Appeals of the Seventh Circuit
affirmed the District Court's order refusing to allow Ms. Carr's
Appeal.

The Circuit Court panel of judges held that under Rule 8002(c)(2)
of the Federal Rules of Bankruptcy Procedure, a bankruptcy court
can extend a 10-day limit for filing a notice of appeal only if
the movant establishes excusable neglect.  The Bankruptcy Court
reasoned that Ms. Carr's reliance on her counsel to file a timely
appeal was not excusable because she knew three months earlier
that her counsel was ill and scaling back her caseload, the
Circuit Court noted.

Like any client, Ms. Carr is accountable for the inattentiveness
of her attorney, the Circuit Court averred.  Aware that her
lawyer's reliability was questioned, Ms. Carr remained with that
lawyer, a decision that was entirely within her control, the
Circuit Court further opined.  As the Bankruptcy Court found, Ms.
Carr cited no reason for her late filing of an appeal other than
the illness known to her when she filed her pro se motion to
vacate three months earlier, the Circuit Court pointed out.

Under those circumstances, the Bankruptcy Court did not abuse its
discretion to allow a tardy appeal, the Circuit Court held.

A three-page copy of a Non-Precedential Disposition entered by the
Circuit Court on December 10, 2009 is available for free at:

      http://bankrupt.com/misc/UAL_Dec10CircuitDecision.pdf

                      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.


UAL CORP: Offers Salary Increase to Flight Attendants
-----------------------------------------------------
United Air Lines, Inc., said it would bring its flight attendants
up to the pay scale of their counterparts at Continental Airlines
Inc. in exchange for changes in work rules, Joshua Freed of The
Associated Press reports.

Doug McKeen, United's senior vice president for labor relations,
disclosed in a letter to flight attendants that certain
experienced flight attendants would get raises of more than 10% if
they were brought up to the pay of those at Continental, AP notes.
In turn, United wants concessions like more flexibility over which
hotels flight attendants stay at, and reductions in benefits
earned by flight attendants who trade their flying time, AP says.

Mr. McKeen was quoted in the Letter as saying that the reason
Continental can afford to pay those rates is that the airline
enjoys significant advantages over United in the areas of work
rules and benefit costs, AP discloses.  United is also using
Continental's contract as a basis for a new agreement at United,
AP relates, citing the Letter.

As previously reported, United flight attendants protested over
United's failure to negotiate a new contract, negotiations of
which began on April 6, 2009.

Greg Davidowitch, head of the Association of Flight Attendants-CWA
at United, said in a public statement that United has not made a
formal wage proposal, AP relates.  In the statement, he added, "We
will not agree to the wholesale destruction of portions of our
contract to pay for any perceived improvements."

                      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.


UAL CORP: Satisfies Escrow Condition on Two Private Offerings
-------------------------------------------------------------
United Air Lines said it satisfied the escrow conditions and the
proceeds from the two private offerings on January 15, 2010
consisting of $500,000,000 aggregate principal amount of 9.875%
Senior Secured Notes due 2013 and $200,000,000 aggregate principal
amount of 12.000% Senior Second Lien Notes due 2013, were released
from escrow.

In addition, United entered into the Priority Lien Security
Agreement dated as of April 19, 2010 between United and Wilmington
Trust FSB, as collateral trustee and the Junior Lien Security
Agreement dated as of April 19, 2010, between United and the
Collateral Trustee, perfecting its interest in the collateral
securing United's obligations under the Notes in favor of the
Collateral Trustee.

A full-text copy of the junior agreement is available for free
at http://ResearchArchives.com/t/s?6080

A full-text copy of the junior lien security agreement is
available for free at http://ResearchArchives.com/t/s?6081

                      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.


US AIRWAYS: Discontinues Merger Talks with United
-------------------------------------------------
US Airways Group, Inc., on Thursday said it has discontinued
recent discussions with UAL Corporation regarding a potential
merger between the two companies.

US Airways Chairman and CEO Doug Parker said, "US Airways has long
been a proponent for consolidation in our industry. As
opportunities have arisen for our company to participate in
consolidation, we have taken a close and careful look at our
options, always with an eye on what is in the best interests of
our shareholders, customers, employees and the communities we
serve.

"We have recently held discussions with United Airlines regarding
a possible combination between our two airlines. After an
extensive review and careful consideration, our Board of Directors
has decided to discontinue those discussions.

"While it is our policy not to comment on rumors concerning
strategic transactions, because of the persistent rumors about a
possible transaction with United Airlines we believe it is
appropriate to clarify the status of those negotiations. In the
future, we will continue to follow our policy of not commenting on
potential strategic transactions until we have entered into a
definitive agreement with respect to a specific transaction.

"It remains our belief that consolidation makes sense in an
industry as fragmented as ours. Whether we participate or not,
consolidation that leads to a more efficient industry better able
to withstand economic volatility, global competition and the
cyclical nature of our industry is a positive outcome.

"The US Airways team is doing an outstanding job of running a
reliable airline, taking care of our customers and keeping our
costs down. We are well along the road to near-term profitability
and are well-positioned for sustainable, long-term success. As the
industry becomes less fragmented and more stable, everyone will
benefit."

                           *     *     *

According to The Wall Street Journal's Susan Carey, US Airways'
withdrawal clears the way for United to focus on talks with
Continental Airlines Inc. over a possible combination.  But Ms.
Carey notes US Airways' exit reduces the pressure on Continental
to consummate such a deal.

Ms. Carey reports that one person familiar with the matter said
the recent United-US Airways talks were "deep and earnest" and
uncovered synergies from cutting costs and capturing added
revenue.  Ms. Carey relates another person familiar with the
matter said the airlines couldn't agree on the exchange ratio in a
share swap or who would run a combined entity.  The Journal's
source also said US Airways directors "didn't feel like waiting
around" and didn't want to "provide more leverage for United in
[the Continental] discussions."

According to the Journal, two people with knowledge of the matter
said Continental was caught off-guard by media reports that United
and US Airways were in deep talks.  Those two sources told the
Journal that Jeff Smisek, Continental's new CEO, called Glenn
Tilton, his counterpart at UAL, late last week and due diligence
was begun on a potential deal that would be a stock swap.  But
given what happened two years ago, when Continental rejected
United as a partner, everyone is proceeding cautiously, the
sources told the Journal, adding talks could break down.

                   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.

                      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.


US AIRWAYS: Inks Pacts With Delta on Takeoff & Landing Rights
-------------------------------------------------------------
Delta Air Lines and US Airways announced an agreement on
March 22, 2010, to transfer to four airlines 12 percent of the
takeoff and landing slots involved in a previously announced
transaction between the carriers at New York's LaGuardia and
Washington's Reagan National airports.  The transfers are
contingent upon Federal Aviation Administration (FAA) approval and
the subsequent closing of the originally proposed Delta-US Airways
transaction, according to a company statement.

In comments filed with the U.S. government, Delta said it has
concluded agreements with AirTran Airways, Spirit Airlines and
WestJet to transfer up to five pairs each of takeoff and landing
slots at LaGuardia.  In a separate transaction, US Airways has
agreed to transfer five pairs of Reagan National slots to JetBlue
Airways.

AirTran, Spirit, WestJet and JetBlue are each considered limited
incumbents or new entrant airlines by the FAA at these airports.
In recent filings, the four airlines urged the government to
approve the proposed Delta-US Airways slot transaction.

Under Delta and US Airways' originally announced proposal, US
Airways would transfer 125 operating slot pairs to Delta at
LaGuardia and Delta would transfer 42 operating slot pairs to US
Airways at Reagan National.  US Airways also would gain access to
the key international destinations of Sao Paulo and Tokyo-Narita.

With the new six-way agreement, Delta would operate an additional
110 slot pairs at LaGuardia; AirTran, Spirit and WestJet would
obtain five slot pairs each at LaGuardia from Delta; US Airways
would acquire 37 slot pairs at Reagan National; JetBlue would
gain five slot pairs from US Airways at Reagan National; and US
Airways would gain access to Sao Paulo and Tokyo.

As previously outlined by Delta and US Airways, the airlines'
proposed transaction would add flights to a number of cities from
both the New York and Washington, D.C. markets.

In New York, Delta will add or preserve service to dozens of
small- and medium-sized communities while adding service in a
number of markets not currently served by US Airways.  The
airline would also begin a multimillion dollar construction
program at LaGuardia to connect the existing Delta and US Airways
terminals.  Delta has estimated that the transaction will
generate as many as 7,000 new jobs in the New York City area
driven by the construction of new facilities and the addition of
service.

In Washington, D.C., US Airways will add 15 new, daily
destinations to its schedule, including eight routes that
currently have no daily nonstop service to Reagan National on any
airline.  US Airways plans to fly to all of the destinations that
Delta decides to discontinue as a result of this transaction.
The airline also will significantly expand its use of larger
dual-class jets by nearly 50 percent at Reagan National.

Delta and US Airways on Aug. 12, 2009 announced their plans to
transfer slots at LaGuardia and Reagan National airports.  On
Feb. 9, 2010, the FAA granted conditional approval of the
transaction with a requirement that slots be divested at both
airports.  As part of their filings, Delta and US Airways also
submitted comments challenging the legal basis for the
divestiture requirement.  Delta and US Airways confirmed in
today?s filings that they do not intend to go forward with the
transaction on the conditions stated in the FAA?s Feb. 9 notice,
if the original transaction, as modified by today?s agreement, is
not approved.

                 Southwest Pilots' Association
                   Opposes Slot Swap Proposal

The Southwest Airlines Pilots' Association is pushing for the
Department of Transportation to disallow the permanent exchange of
several hundred slots between Delta Airlines and USAirways at
LaGuardia (LGA) and Washington National (DCA) Airports.  This
unprecedented anti-competitive deal would create hubs dominated by
Delta at LGA and USAirways at DCA, giving them unchecked market
and pricing power.

"The pilots of Southwest support our Company's request for a free
market process to take place regarding these open slots in two
very key destinations," said Capt. Carl Kuwitzky, SWAPA President.
"But we also support the benefit to the public of a low-cost
carrier providing true competition for flyers in these markets."

On March 22, after the DOT comment deadline closed, Delta and
USAirways announced a revision to their proposal: they would agree
to divest some slots, but only if they could hand-pick four
smaller airlines to be given those slots.  Southwest Airlines was
purposely excluded from an opportunity to bid.

"An economic expert estimates that Southwest's service to LGA and
DCA would save the public approximately $200 million, annually, if
Southwest were given the opportunity to acquire the slots,"
continued Kuwitzky.  "This proposal is a back-room deal
specifically designed to keep Southwest Airlines and its low-fare
model away from these airports permanently."

                        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.


US AIRWAYS: Reports March 2010 Traffic Results
----------------------------------------------
US Airways Group, Inc. (NYSE: LCC) announced March and year-to-
date 2010 traffic results.  Mainline revenue passenger miles
(RPMs) for the month were 4.9 billion, down 0.1 percent versus
March 2009.  Mainline capacity was 5.9 billion available seat
miles (ASMs), down 1.7 percent versus March 2009.  Passenger load
factor for the month of March was 83.2 percent, up 1.3 points
versus March 2009.

US Airways President Scott Kirby said, "Our March consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) increased approximately 18 percent versus the same period
last year while total revenue per available seat mile increased
approximately 20 percent on a year-over-year basis.  The positive
momentum that we have seen in the revenue environment has
continued with particularly strong year-over-year growth in booked
yields."

For the month of March, US Airways' preliminary on-time
performance as reported to the U.S. Department of Transportation
(DOT) was 80.9 percent with a completion factor of 98.6 percent.

These summarizes US Airways Group's traffic results for the month
and year-to-date ended March 31, 2010 and 2009, consisting of
mainline operated flights as well as US Airways Express flights
operated by wholly owned subsidiaries PSA Airlines and Piedmont
Airlines.

                      US Airways Mainline
                             March

                                   2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,744,204   3,861,572      (3.0)
Atlantic                         600,349     536,234      12.0
Latin                            563,226     515,379       9.3
                                ---------   ---------
Total                          4,907,779   4,913,185      (0.1)

Mainline Available Seat Miles (000)

Domestic                       4,417,311   4,589,479      (3.8)
Atlantic                         752,806     736,310       2.2
Latin                            726,960     671,094       8.3
                                ---------   ---------
Total                          5,897,077   5,996,883      (1.7)

Mainline Load Factor (%)

Domestic                            84.8        84.1   0.7  pts
Atlantic                            79.7        72.8   6.9  pts
Latin                               77.5        76.8   0.7 pts
                                ---------   ---------
Total Mainline Load Factor          83.2        81.9   1.3 pts

Mainline Enplanements

Domestic                       3,929,572   3,973,028  (1.1)
Atlantic                         145,530     138,256   5.3
Latin                            416,659     406,662   2.5
                                ---------   ---------
Total Mainline Enplanements    4,491,761   4,517,946  (0.6)

                         Year To Date

                                   2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      10,097,812  10,571,930      (4.5)
Atlantic                       1,462,620   1,371,018       6.7
Latin                          1,493,072   1,365,670       9.3
                               ----------  ----------
Total                         13,053,504  13,308,618      (1.9)

Mainline Available Seat Miles (000)

Domestic                      12,477,791  13,092,723      (4.7)
Atlantic                       2,121,517   2,079,936       2.0
Latin                          1,979,272   1,806,453       9.6
                               ----------  ----------
Total                         16,578,580 16,979,112       (2.4)

Mainline Load Factor (%)

Domestic                            80.9        80.7   0.2  pts
Atlantic                            68.9        65.9   3.0  pts
Latin                               75.4        75.6  (0.2) pts
                                ---------   ---------
Total Mainline Load Factor          78.7        78.4   0.3 pts

Mainline Enplanements

Domestic                      10,542,555  10,976,559  (4.0)
Atlantic                         358,683     354,369   1.2
Latin                          1,084,134   1,078,343   0.5
                               ----------  ----------
Total Mainline Enplanements   11,985,372  12,409,271  (3.4)

                      US Airways Express
              (Piedmont Airlines, PSA Airlines)
                             March

                                  2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        173,685     175,571    (1.1)

Express Available Seat Miles (000)
Domestic                        253,658     263,975    (3.9)

Express Load Factor (%)
Domestic                           68.5        66.5     2.0  pts

Express Enplanements
Domestic                        635,761     652,000    (2.5)

                         Year To Date

                                 2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        456,517     470,356    (2.9)

Express Available Seat Miles (000)
Domestic                        707,739     761,422    (7.1)

Express Load Factor (%)
Domestic                           64.5        61.8     2.7  pts

Express Enplanements
Domestic                      1,670,664   1,753,883    (4.7)

             Consolidated US Airways Group, Inc.
                            March

                                 2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,917,889    4,037,143    (3.0)
Atlantic                        600,349      536,234    12.0
Latin                           563,226      515,379     9.3
                               ---------    ---------
Total                         5,081,464    5,088,756    (0.1)

Consolidated Available Seat Miles (000)

Domestic                      4,670,969    4,853,454    (3.8)
Atlantic                        752,806      736,310     2.2
Latin                           726,960      671,094     8.3
                              ----------   ----------
Total                         6,150,735    6,260,858    (1.8)

Consolidated Load Factor (%)

Domestic                           83.9        83.2   0.7  pts
Atlantic                           79.7        72.8   6.9  pts
Latin                              77.5        76.8   0.7 pts
                              ----------  ----------
Total                              82.6        81.3   1.3  pts

Consolidated Enplanements

Domestic                      4,565,333   4,625,028    (1.3)
Atlantic                        145,530     138,256     5.3
Latin                           416,659     406,662     2.5
                              ----------  ----------
Total                         5,127,522   5,169,946    (0.8)

                         Year To Date

                                   2010       2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     10,554,329   11,042,286    (4.4)
Atlantic                      1,462,620    1,371,018     6.7
Latin                         1,493,072    1,365,670     9.3
                              ----------   ----------
Total                        13,510,021   13,778,974    (2.0)

Consolidated Available Seat Miles (000)

Domestic                     13,185,530   13,854,145    (4.8)
Atlantic                      2,121,517    2,079,936     2.0
Latin                         1,979,272    1,806,453     9.6
                              ----------   ----------
Total                        17,286,319   17,740,534    (2.6)

Consolidated Load Factor (%)

Domestic                           80.0        79.7   0.3  pts
Atlantic                           68.9        65.9   3.0  pts
Latin                              75.4        75.6  (0.2) pts
                              ----------  ----------
Total                              78.2        77.7   0.5  pts

Consolidated Enplanements

Domestic                     12,213,219  12,730,445    (4.1)
Atlantic                        358,683     354,369     1.2
Latin                         1,084,134   1,078,343     0.5
                              ----------  ----------
Total                        13,656,036  14,163,157    (3.6)

US Airways is also providing a brief update on notable company
accomplishments during the month of March:

   * Announced an agreement with Delta Air Lines to divest 12
     percent of the takeoff and landing slots involved in a
     previously announced transaction between the carriers at
     New York's LaGuardia and Washington's Reagan National
     airports to four airlines.  Under the new six-way
     agreement, Delta would obtain an additional 110 slot pairs
     at LaGuardia; AirTran, Spirit and WestJet would obtain five
     slot pairs each at LaGuardia.  US Airways would acquire
     approximately 37 slot pairs at Reagan National; JetBlue
     would gain five slot pairs at Reagan National.  Finally, US
     Airways would gain access to Sao Paulo and Tokyo.  The
     divestitures are contingent upon Federal Aviation
     Administration (FAA) approval and the subsequent closing of
     the originally proposed Delta-US Airways transaction.

   * Launched a new wireless Internet product, Gogo(R) Inflight
     Internet, on five of its Airbus A321 aircraft.  Gogo, which
     is provided by Aircell, allows passengers to use their
     laptops or Wi-Fi enabled mobile devices to surf the Web,
     E-mail friends and family, log into corporate Virtual
     Private Networks (VPN) and access online entertainment
     options.  By June 1, all 51 A321s in US Airways' fleet will
     be Gogo-equipped.

   * Detailed four new routes from the East Coast to Mexico and
     Canada

   * From its largest hub, Charlotte, N.C.

   * On May 31, begin daily, year-round service to Ottawa.  The
     new service will be on a 50-seat CRJ-200 regional jet
     operated by US Airways Express carrier Air Wisconsin.

   * On June 5, begin year-round service to Puerto Vallarta and
     Los Cabos, Mexico.  Both routes will operate on an Airbus
     A319 aircraft with seating for 124 customers (12 First
     Class, 112 main cabin).  The new service to Mexico
     complements US Airways' existing service to both cities
     from its Phoenix hub.

   * From Philadelphia

   * On June 1, the Company will launch its first-ever service
     to Halifax, Nova Scotia.  The year-round daily flights to
     Halifax will be operated by US Airways Express partner Air
     Wisconsin on a 50-seat CRJ-200 regional jet.

   * Announced the resumption of nonstop service between Baton
     Rouge, La., and Charlotte, N.C. on June 24 after a seven-
     year hiatus.  Three daily flights will be operated by US
     Airways Express carrier PSA Airlines operating 50-seat CRJ-
     200 regional jets.

                        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.


VALENCE TECHNOLOGY: Regains Compliance with NASDAQ Rule
-------------------------------------------------------
Valence Technology, Inc., on April 20, 2010, received a letter
from The NASDAQ Stock Market confirming that the closing bid price
of the Company's common stock has been at $1.00 per share or
greater for at least 10 consecutive business days.  On March 8,
2010, the Company had received written notice from The NASDAQ
Stock Market indicating that the Company was not in compliance
with the $1.00 minimum bid price requirement for continued listing
on the NASDAQ Capital Market, as set forth in Listing Rule
5550(a)(2).  The Company was provided a 180-day grace period,
scheduled to end September 7, 2010, to regain compliance with the
Listing Rule.  As a result of the Company's having satisfied the
minimum bid price requirement for at least 10 consecutive business
days, The NASDAQ Stock Market has informed the Company that this
matter is now closed.

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.


VANITY EVENTS: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------
Vanity Events Holding, Inc., filed on April 19, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations.

The Company reported a net loss of $1,547,471 on $72,031 of
revenue for 2009, compared with a net loss of $314,085 on $62,356
of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$1,519,767 in assets, $313,204 of debts, and $1,206,563 of
stockholders' equity.

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

               http://researcharchives.com/t/s?6084

Based in New York, Vanity Events Holding, Inc. (OTC BB: VAEV)
-- http://www.vanityeventsholding.com/-- is a holding company
with two primary subsidiary companies.  The subsidiaries are
Vanity Events, Inc. and America's Cleaning Company.  America's
Cleaning Company(TM) is the Company's flagship division which
provides cleaning services to residential and commercial clients.
Vanity Events, Inc. seeks out, Licenses, develops, promotes, and
brings to market various innovative consumer and commercial
products.


VEBLEN WEST: Gets Interim Okay to Use AgStar's Cash Collateral
--------------------------------------------------------------
Veblen West Dairy LLP sought and obtained interim authorization
from the Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court
for the District of South Dakota to use the cash collateral of
AgStar Financial Services, PCA, and AgStar Financial Services,
FLCA.

Bryant D. Tchida, Esq., at Leonard, Street And Deinard, the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

As adequate protection for the use of cash collateral, the Debtor
will:

     (i) provide interest-only payments on AgStar's existing loans
         on a monthly basis;

    (ii) grant AgStar replacement liens on all after-acquired
         collateral; and

   (iii) to operate its business to maximize the value of AgStar's
         collateral.

The Court has set a final hearing for April 30, 2010, at 8:30 a.m.

Veblen West Dairy LLP, based in Veblen, South Dakota, filed a
petition April 7 seeking protection under Chapter 11 (Bankr. D.
S.D. Case No. 10-10071).  Veblen West listed assets and debts of
$10 million to $50 million.


VINEYARD NATIONAL: FDIC Claim May Wipe Out Unsecured's Recovery
---------------------------------------------------------------
The Federal Deposit Insurance Corp. has filed an objection to the
Joint Plan of Liquidation and Disclosure Statement filed by
Vineyard National Bancorp.  Among other things, the FDIC claims a
super priority claim to certain assets of the estate.  Vineyard
warned in a regulatory filing that if the FDIC's claim is
successful, it will reduce or potentially eliminate any assets
available for distribution to the general unsecured creditors.

The Court approved the Disclosure Statement explaining the
Debtor's Plan dated February 4, 2010 and solicitation of ballots
commenced on March 8, 2010.  A confirmation hearing for the Joint
Plan was originally scheduled for April 8, 2010.  Due to an
objection to the Joint Plan filed by the FDIC, the confirmation
hearing has been continued until May 12, 2010, to allow the
parties to respond to the FDIC objection.

In December 2009, the Official Committee of the Unsecured
Creditors appointed in Vineyard's case filed a lawsuit against
certain directors and officers of the Debtor.

The Debtor also disclosed that recent changes in the tax rules
permit a five-year carry back of net operating losses, which may
generate additional assets for the bankruptcy estate.

Vineyard also said it is unable to its Quarterly Report on Form
10-Q for the quarter ended March 31, 2010, within the prescribed
time period, without unreasonable effort or expense.  The Company
also said it is unlikely that the Company will be able to complete
and file its 2008 Form 10-K, its March 2009 Form 10-Q, its June
2009 Form 10-Q, its September 2009 Form 10-Q, its 2009 Form 10-K
or its March 2010 Form 10-Q at anytime in the foreseeable future.
In lieu of filing such annual and periodic reports and financial
statements, the Company has been filing monthly operating reports
with the Office of the United States Trustee.

                      About Vineyard National

Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com/-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with California Bank & Trust, San Diego, California, to
assume all of the deposits of Vineyard Bank, N.A., excluding those
from brokers.

As of March 31, 2009, Vineyard Bank, N.A., had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21, 2009
(Bankr. C.D. Calif. Case No. 09-26401).


WASHINGTON MUTUAL: May Have Annual Shareholders' Meeting
--------------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath granted a motion by the
official equity committee in Washington Mutual Inc.'s cases
allowing a suit to be filed in Washington state where stockholders
will seek to compel the holding of an annual meeting.  At the
meeting, the shareholders may elect new members of the board.

Washington Mutual previously requested for disbandment of the
equity panel, and opposed the request for a shareholders' meeting.

                   About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Asserts Counterclaim Against Equity Committee
----------------------------------------------------------------
Washington Mutual, Inc., and its debtor-affiliates argue that in a
desperate, self-interested, and reckless attempt to scuttle their
Chapter 11 Plan of Reorganization, the Equity Committee seeks to
seize control them in a scheme to compel them to hold a "hasty"
annual meeting, force them to bear the cost of a proxy contest by
including the Equity Committee to a slate of hand-picked directors
on the Debtors' proxy materials, and gain a waiver of quorum.

As previously reported, the Equity Committee filed an adversary
complaint, asking the Bankruptcy Court to compel WaMu to schedule
and hold an annual shareholders' meeting on a certain date
pursuant to Sections 23B.07.030 and 23B.07.010 of the Revised Code
of Washington.  The Equity Committee pointed out that WaMu has not
held an annual meeting of shareholders since April 15, 2008.  The
Equity Committee also asked the Court to enter a summary judgment
in its favor and require that WaMu schedule the meeting in
April 2010.

Representing the Debtors, Mark D. Collins, Esq., at Richards,
Layton & Finger, in Wilmington, Delaware, acknowledges that the
U.S. Trustee formed the Equity Committee so that the interests of
WaMu's shareholders would have a voice in the Chapter 11 cases.
"Now," he points out, "the Equity Committee seeks to have that
voice heard louder than all others."

The Equity Committee's Complaint relies on the mistaken assertion
that shareholders have "a virtually absolute right" to hold a
shareholder meeting to elect directors, Mr. Collins contends.
There are limitations on the exercise of shareholders' rights
during a bankruptcy process, he relates.

Moreover, Mr. Collins specifies, serious questions abound as to
whether the Equity Committee possesses the resources to
effectuate a proxy solicitation, which costs must be borne by the
shareholders, not by the estate.  "If the Equity Committee cannot
fund [the solicitation] expenses . . . the Equity Committee's
actions constitute clear abuse, because it would render the
putative annual meeting an expensive exercise with no proxy
contest and no practical effect."

In view of the critical juncture at which the Chapter 11 Cases
rest, the Court should exercise its discretion to ensure that the
Debtors are not forced to incur wasteful expenses and endure
distractions from seeking to consummate the Agreement and confirm
the Plan, Mr. Collins maintains.

The Debtors also filed a counterclaim to the Equity Committee's
complaint, seeking to "[enjoin] the Equity Committee from
bringing suit or prosecuting an action, in any forum, that seeks
to compel a meeting of WaMu shareholders."

In a separate declaration filed with the Court, Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP, in New York, contended that
"there has been no discovery conference" since the Equity
Committee filed its Complaint on March 11, 2010.  The Debtors
have not yet had the opportunity to take any discovery on the
Equity Committee.  In the alternative and at a minimum, the
Debtors require discovery in order to establish further factual
disputes and fully and properly oppose the Motion, Mr. Rosen
asserts.

                  Hoffman, Et Al., File Joinders
                 to Equity Committee's Complaint

Daniel Hoffman, Morgan Bannister, Russell Endsley and Timothy
Morris argued that the Debtors plan to avoid an annual meeting on
the eve of filing a Chapter 11 Plan that professes that there is
no value for shareholders and will wipe them out, while leaving
creditors with only the slightest of impairment.

Messrs. Hoffman, Morgan, Bannister, Endsley and Morris told Judge
Walrath that they have been authorized to represent to the Court
"3,505 shareholders of [WaMu]."

Contrary to the Debtors' assertion, Jay Carl Locke argued in a
separate joinder that the Debtors' counsel, Weil Gotshal, "has
not been working diligently trying to maximize the value of its
estate at all."

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Broadbill Asserts Claim Over Breach of Contract
------------------------------------------------------------------
Between 1982 and 1985, Anchor Savings Bank FSB acquired eight
failing savings and loan institutions, the deposits of which were
insured by the Federal Savings and Loan Insurance Corporation.
As a result, Anchor FSB assumed liabilities determined to exceed
the assets it acquired by over $650 million in the aggregate. The
difference between the fair values of the assets acquired and the
liabilities assumed in the transactions was recorded on Anchor
FSB's books as "goodwill."  At the time of the acquisitions, the
FSLIC had agreed that Anchor FSB, among other things, could
include the "goodwill" in its regulatory capital.

When the Financial Institutions Reform, Recovery, and Enforcement
Act of 1989 was enacted, Anchor FSB still had over $500 million
of regulatory capital from supervisory acquisitions on its books,
including the "goodwill."  FIRREA, however, required the
remaining supervisory goodwill to be eliminated immediately for
purposes of calculating tangible capital and to be phased out
through December 31, 1994 for other regulatory capital purposes.

The elimination of the supervisory goodwill and other components
of regulatory capital damaged Anchor FSB by creating severe
limitations on its activities and requiring the sale of valuable
assets under liquidation-like circumstances, Mark E. Felger,
Esq., at Cozen O' Connor, in Wilmington, Delaware --
mfelger@cozen.com -- related.

Thus, by January 13, 1995, Anchor FSB filed a lawsuit against the
U.S. government in the U.S. Court of Federal Claims captioned
Anchor Savings Bank FSB v. United States, alleging breach of
contract and taking of property without compensation in
contravention of the Fifth Amendment to the U.S. Constitution.

Shortly after the Anchor Litigation was commenced, Dime Bancorp
acquired Anchor and The Dime Savings Bank of New York, FSB
acquired Anchor FSB.  Accordingly, the Anchor Litigation was
transferred to Dime FSB, Mr. Felger noted.

Following the combination of Dime and Washington Mutual Inc., the
Anchor Litigation was transferred by The Dime Savings Bank FSB to
Washington Mutual Bank and WaMu became obligated to convey the
value of the net proceeds of the Anchor Litigation to the LTW
Holders, Mr. Felger told the Bankruptcy Court.

On December 22, 2000, Dime distributed LTWs to holders of
outstanding shares of its common stock.  The LTW s were
registered under a registration statement and were issued
pursuant to an agreement referred to as a Warrant Agreement dated
as of December 21, 2000, by and among Dime, EquiServe Trust
Company, N.A. and EquiServe Limited Partnership, as agents.

Dime Bancorp and its board of directors concluded that the
optimal contractual means of conveying the value of the net
proceeds of the Anchor Litigation to the LTW Holders was through
the issuance of what were nominally referred to as "Litigation
Tracking Warrants," which gave its holders the right to payment
of the net proceeds from the Anchor Litigation upon a "Trigger"
by either:

  (i) an issuance of shares of Dime common stock with a market
      value at the time of issuance that would enable the holder
      to realize the value of the net proceeds; or

(ii) payment of other consideration as would enable the LTW
      Holders to realize the value of the net proceeds.

In January 2002, Dime merged into WMI and WMI assumed Dime's
obligations under the LTWs.  WaMu and Mellon Investor Services
LLC entered into the 2003 Amended and Restated Warrant Agreement.

Section 6.3 1 of the Amended Agreement provides that WMB was to
retain sole and exclusive control over the Anchor Litigation and
100% of any recovery from the Litigation.  That provision was
breached as a consequence of the sale or transfer of the recovery
from the Anchor Litigation and the control thereof to JPMorgan
Chase Bank, N.A. for value in September 2008, Mr. Felger notes.
As a result, the LTW Holders have been deprived of the value of
the purchase price paid by JPMorgan for the Anchor Litigation, he
points out.

Accordingly, Broadbill Investment Corp., as a beneficial holder
and owner of the LTWs, seek a declaratory judgment providing that:

  (i) the sale and transfer of control over, and the recovery
      from, the Anchor Litigation to JPMorgan constitute a
      breach and default under the Amended Agreement, which
      gives rise to a claim in favor of the LTW Holders for
      WaMu's failure to provide the LTW Holders with the
      proceeds from the Sale and Transfer;

(ii) if WaMu's existing common stock is to be extinguished or
      cancelled, the Amended Agreement mandates that the LTW
      Holders have claims against WaMu in the amount of the net
      proceeds of the Anchor Litigation;

(iii) the LTWs do not constitute either stock warrants, equity
      securities or equity interests in WMI; and

(iv) the LTWs represent the "right to payment" of value and are
      "claims" against WaMu estate.

                   About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


XERIUM TECHNOLOGIES: Proposes AlixPartners as Fin'l Advisor
-----------------------------------------------------------
Xerium Technologies Inc. and its units seek the Court's permission
to employ AlixPartners, LLP, as their financial advisor and
consultant, nunc pro tunc to the Petition Date.

According to Stephen R. Light, Chairman and Chief Executive
Officer at Xerium, AlixPartners has a wealth of experience in
providing financial and restructuring advisory services, and
enjoys an excellent reputation for services it has rendered in
large and complex Chapter 11 cases on behalf of debtors and
creditors throughout the United States.

In addition, AlixPartners assisted the Debtors in coordinating
with their various professionals, as well as in managing the
prepetition Chapter 11 preparation process and public relations
efforts.  Consequently, AlixPartners is now familiar with the
Debtors' financial affairs, debt structure, operations, and
related matters.  Likewise, AlixPartners' professionals have
worked closely with the Debtors' management and other advisors,
Mr. Light says.

In accordance with a retention agreement, AlixPartners, as the
Debtors' financial advisor, will:

  (a) provide assistance to management in connection with the
      Debtors' development of their revised business plan, and
      other related forecasts as may be required by the bank
      lenders in connection with negotiations or by the Debtors
      for other corporate purposes;

  (b) assist the Debtors' management and their professionals
      specifically assigned to sourcing, negotiating, and
      implementing any financing, exit financing facilities, in
      conjunction with the Plan and the overall restructuring;

  (c) advise senior management in the negotiation and
      implementation of restructuring initiatives and evaluation
      of strategic alternatives;

  (d) assist in preparing for and filing bankruptcy petitions,
      coordinating and providing administrative support for the
      proceeding;

  (e) assist with the preparation of the statement of affairs,
      schedules, and other regular reports required by the
      Court;

  (f) assist, as requested, in analyzing preferences and other
      avoidance actions, if requested;

  (g) manage the claims and claims reconciliation processes;

  (h) assist the Debtors in the development of its
      communications strategy for the various stakeholder
      constituents;

  (i) render an opinion on the viability of the restructuring
      concept of Xerium Germany Holding GmbH, which approach is
      based on the standard for restructuring concepts of the
      German Auditors Association;

  (j) assist in managing the "working group" professionals who
      are assisting the Debtors in the reorganization process or
      who are working for the Debtors' various stakeholders to
      improve coordination of their effort and individual work
      product to be consistent with the Debtors' overall
      restructuring goals;

  (k) assist in obtaining and presenting information required by
      Parties-in-interest in the Debtors' bankruptcy process
      including official committees appointed by the Court and
      the Court itself;

  (l) assist the Debtors in other business and financial aspects
      of the Chapter 11 proceeding, including, but not limited
      to, development of the Disclosure Statement and
      Prepackaged Joint Chapter 11 Plan of Reorganization;

  (m) provide assistance in litigation support and testimony
      before the Court; and

  (n) assist with other matters as may be requested by the
      Debtors, as mutually agreeable.

AlixPartners' professionals will be paid in accordance with these
hourly rates:

  Professional                             Hourly Rate
  ------------                             -----------
  Managing Directors                       $710 - $995
  Directors                                $530 - $685
  Vice Presidents                          $395 - $520
  Associates                               $280 - $380
  Analysts                                 $245 - $270
  Paraprofessionals                        $190 - $210

Brian J. Fox, a managing director at AlixPartners, will be
responsible for the overall engagement and will be assisted by a
staff of consultants at various levels, who have a wide range of
skills and abilities related to this type of assignment, Mr. Light
notes.

According to Mr. Light, work performed by AlixPartners'
consultants outside of North America will be charged at the
standard AlixPartners non-North American local rates, converted to
U.S. dollars, using fixed conversion rates established on the
invoice date.

                Retainer and Restructuring Fees

Mr. Light says that AlixPartners received an initial advance
retainer of $250,000 on May 8, 2009, from the Debtors.  Pursuant
to the Retention Agreement, invoiced amounts have been recouped
against the Retainer, and payments on the invoices have been used
to replenish the Retainer.

During the 90 days prior to the Petition Date, the Debtors paid
AlixPartners a total of $1,225,266, incurred in providing services
to the Debtors in contemplation of, and in connection with,
prepetition restructuring activities, Mr. Light notes.

In the Chapter 11 cases, the Debtors and AlixPartners have agreed
on contingent incentive compensation in the form of a $250,000
restructuring fee based upon several specific metrics.  Pursuant
to a restructuring agreement, AlixPartners will receive the
Restructuring Fee if the Debtors (i) amend their existing credit
agreement or (ii) complete one or more transactions that
substantially transfer a significant portion of the business as a
going concern to another entity.  The Restructuring Fee is due and
payable at the closing of the Restructuring.

In the event of a Change in Control, as defined in the Retention
Agreement, the Restructuring Fee will be due and payable
immediately prior to the Change in Control.

Mr. Fox contends that AlixPartners is a "disinterested person," as
defined in Section 101 (14) of the Bankruptcy Code, as modified by
Section 1107(b).

The Court will convene a hearing on April 28, 2010, to consider
the Debtors' application.  Objections, if any, are due by
April 21.

                   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 Rothschild as Investment Banker
-------------------------------------------------------------
By this application, Xerium Technologies Inc. and its units seek
Judge Carey's permission to employ Rothschild Inc. as financial
advisor and investment banker, nunc pro tunc to the Petition Date.

Stephen R. Light, Chairman and Chief Executive Officer at Xerium,
relates that Rothschild is well-qualified to act as their
financial advisor and investment banker because, among other
things, the firm has extensive experience and an excellent
reputation in providing high quality investment banking services
to debtors and creditors in bankruptcy reorganizations and other
restructurings.

Prior to the Petition Date, the Debtors engaged Rothschild to
provide general investment banking and financial advice in
connection with their exploration of various strategic, financial,
and restructuring alternatives and to prepare for the commencement
of the Chapter 11 cases.  Specifically, Rothschild (i) assisted
the Debtors in the development and negotiation of the proposed
Prepackaged Joint Chapter 11 Plan of Reorganization, (ii) prepared
the valuation in the Disclosure Statement, and (iii) assisted the
Debtors in procuring, and negotiated the terms of, their proposed
debtor-in-possession and exit financing and the amended second
lien term loan to be entered into on the effective date of the
Plan.

Consequently, Rothschild has developed significant relevant
experience and expertise regarding the Debtors, their businesses,
and their current situation and is uniquely suited to deal
effectively and efficiently with any financial problems that may
arise in the context of the Debtors' cases, Mr. Light says.

Pursuant to an engagement letter, Rothschild, as investment
banker, will:

  (a) review and analyze the Debtors' assets and the operating
      and financial strategies;

  (b) review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Debtor and industry trends;

  (c) evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of
      an appropriate capital structure;

  (d) assist the Debtors and their other professionals in
      reviewing the terms of any proposed transaction, as
      defined in the Engagement Letter;

  (e) determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a Transaction;

  (f) advise the Debtors on the risks and benefits of
      considering a Transaction with respect to the Debtors'
      intermediate and long-term business prospects and
      strategic alternatives to maximize the business enterprise
      value of the Debtors;

  (g) review and analyze any proposals the Debtors receive from
      third parties in connection with a Transaction, as
      appropriate;

  (h) assist or participate in negotiations with the parties-in-
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtors in connection with a
      Transaction;

  (i) advise the Debtors with respect to, and attend, meetings
      of the Debtors' board of directors, creditor groups,
      official constituencies and other interested parties, as
      necessary;

  (j) participate in hearings before the Court and provide
      relevant testimony and issues arising in connection with
      any proposed plan of reorganization; and

  (k) render such other financial advisory and investment
      banking services as may be agreed upon by Rothschild and
      the Debtors.

In consideration of the services to be provided by Rothschild, and
as more fully described in the Engagement Letter, subject to the
approval of the Court, the Debtors have agreed to pay Rothschild
in cash under this Fee Structure:

  (a) A retainer in an amount equal to $175,000, to be applied
      against the fees and expenses of Rothschild.

  (b) Commencing as of August 13, 2009, an advisory fee of
      $175,000 per month, payable by the Debtors in advance on
      the first day of each month.

  (c) A completion fee of $4,000,000, payable upon the earlier
      of (i) the confirmation and effectiveness of a plan of
      reorganization and (ii) the closing of another
      Transaction.

  (d) A new capital fee equal to (i) 1.0% of the face amount of
      any senior secured debt raised including, without
      limitation, any debtor-in-possession financing raised,
      (ii) 2.5% of the face amount of any junior secured or
      senior or subordinated unsecured debt raised, (iii) 3.0%
      of the face amount of any unsecured debt raised, and (iv)
      5.0% of any equity capital, or capital convertible into
      equity, raised.

Furthermore, Rothschild will credit against the Completion Fee:
(a) 50% of the Monthly Fees paid above $1,050,000; and (b) 50% of
any New Capital Fees paid.  The Debtors and Rothschild have agreed
that no New Capital Fee will be earned if the Disclosure Statement
is approved and the Plan is confirmed by the Court.

Rothschild will also be reimbursed for its necessary out-of-pocket
expenses.

Mr. Light disclosed that in the 90 days prior to the Petition
Date, the Debtors paid Rothschild $700,000 in fees and $27,725 for
reimbursement of expenses.  As of the Petition Date, Rothschild
holds $175,000 on account of the Retainer.

According to Mr. Light, although Rothschild's records indicate
that it is not owed any amounts in respect of prepetition services
provided to the Debtors, it is possible that certain expenses that
were incurred by Rothschild, and that are reimbursable under the
terms of the Engagement Letter, were not yet reflected on
Rothschild's books and records as of the Petition Date.  Upon the
Court's approval of the Debtors' Application, Rothschild will
waive any claim for such unreimbursed expenses in excess of
amounts paid to Rothschild prepetition.

The Debtors will also indemnify and hold harmless Rothschild and
its affiliates from and against any losses, claims, or
proceedings, including, without limitation, stockholder actions,
damages, judgments, assessments, investigation costs, settlement
costs, fines, penalties, arbitration awards, and any other
liabilities, costs, fees, and expenses other than as a result of
such Indemnified Party's gross negligence, fraud, or willful
misconduct.

Stephen S. Ledoux, a managing director of Rothschild, contends
that his firm is a "disinterested person," as defined in Section
101 (14) of the Bankruptcy Code, as modified by Section 1107(b).

The Court will convene a hearing on April 28, 2010, to consider
the Debtors' application.  Objections, if any, are due by
April 21.

                   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 Baker & McKenzie as European Counsel
---------------------------------------------------------------
Xerium Technologies Inc. and its units seek the Court's authority
to employ Baker & McKenzie as special European corporate counsel,
nunc pro tunc to the Petition Date.

As European corporate counsel, Baker will:

  (a) represent and advise the Debtors in relation to all
      jurisdictions outside of the U.S. (including, without
      limitation, Australia, Austria, Brazil, Canada, Finland,
      France, Germany, Hong Kong, Ireland, Italy, Japan, Mexico,
      Sweden, United Kingdom, and Vietnam) to review, coordinate
      and advise on the collateral package (and related
      corporate in possession and exit financing and the amended
      second lien term loan to be entered into on the effective
      date of the Plan;

  (b) represent and advise the Debtors on and assisting the
      Debtors in the implementation of certain intercompany
      transactions to be carried out under the Plan in Austria,
      Germany, and Italy in connection with the restructuring of
      the Debtors' obligations under their prepetition credit
      facility, proposed by the Debtors in cooperation with
      Ernst & Young LLP and other advisors; and

  (c) advise the Debtors related to their non-U.S. subsidiaries,
      especially in the European jurisdictions (Austria,
      Finland, France, Germany, Ireland, Italy, United Kingdom,
      Spain, Sweden, Switzerland, and in addition, occasionally
      in Australia, Brazil, Canada, Hong Kong, Japan, Mexico,
      and Vietnam), with respect to corporate, litigation, and
      employment matters, including, without limitation,
      workforce restructuring and closures, management changes
      (employment and corporate side), group-internal
      intercompany transactions, cash pool measures, board
      meetings, changes in articles, and general corporate legal
      advice with respect to day-to-day corporate housekeeping.

Baker will be paid according to these hourly rates:

  * Partners              $270 (Mexico) to $1,100 (Hong Kong)
  * Associates            $120 (Mexico) to $850 (Hong Kong)
  * Para-professionals    $120 to $340

Baker will also be reimbursed for any out-of-pocket expenses
incurred.

Olaf Gebler, Esq., a partner at Baker & McKenzie, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors or their estates and is a "disinterested
person," as defined in section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

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)


* Credit Quality Improves Among Junk-Rated Companies, Says Moody's
------------------------------------------------------------------
According to Bloomberg News, a report released April 21 by Moody's
Investors Service said that the default rate over the last year
for junk-rated companies fell to 12% in March from 13.9 percent in
February.

As a result of the loosening of the credit markets, Moody's
predicts that the trailing 12-month junk default rate will decline
to 3.1% by the end of the year.  Moody's also described how credit
quality is improving among junk-rated companies.  In the first
quarter of 2009, 13.6% of larger companies with junk ratings were
downgraded.  In the first three months of 2010, only 1.3% of the
same sample were downgraded.


* BOOK REVIEW: Rupert Murdoch: Creator of a Worldwide Empire
------------------------------------------------------------
Author: Jerome Tuccille
Publisher: Beard Books
Softcover: 304 pages
List Price: $34.95

With his recent purchase of the Dow Jones Company, parent company
of the Wall Street Journal, Rupert Murdoch added another piece to
his global communications empire and again showed why he is the
preeminent media mogul in the world.

While many books have been written about Murdoch, Rupert Murdoch:
Creator of a Worldwide Empire, is among the most enlightening
because it was written in 1989 and chronicles Murdoch's activities
during the 1980s, a critical period of time when he built his
empire in the United States.  It was a time when Murdoch "bought
and sold properties with dizzying speed," notes the author.  Two
of the most notable acquisitions were his purchase of Twentieth
Century Fox from Marvin Davis and the purchase of Triangle
Publications from Walter Annenberg, but many other acquisitions
are recounted in this fascinating book.  It was also a time when
Murdoch fiercely battled regulators, legislators, labor unions,
competitors, and even public opinion. These battles are recounted
also.

In writing Rupert Murdoch: Creator of a Worldwide Empire, the
author had access to a multitude of sources inside and outside the
Murdoch organization, including Murdoch himself.  Tucille
demonstrates Murdoch's mastery at taking advantage of tax and
financing techniques to borrow more than his rivals without
diluting the value of his holdings.

Murdoch's business acumen allowed him to continually outbid and
outmaneuver the competition to compile a media conglomerate that,
in the United States, includes The Boston Herald and The New York
Post newspapers; New York, TV Guide, and Seventeen magazines; the
HarperCollins publishing house, 20th Century Fox Film Corporation;
the Fox television network, and numerous Fox television stations
around the country.

Murdoch's international assets include the Times of London
newspaper and dozens of newspapers and magazines in his native
Australia.  Murdoch has often been compared to William Randolph
Hearst, but Tucille counters that Murdoch is his own man and, in
point of fact, has achieved a larger measure of success.  At the
time of this book's writing, Murdoch controlled a media empire of
$12 billion.  Hearst's holdings, adjusted to 1989 dollars, would
be approximately $700 million.

With the acquisition of The Wall Street Journal, Murdoch's
combined news, entertainment and Internet enterprises (he also
recently added the MySpace web site to his holdings) are now
valued at $68 billion.

Tucille dispels many of the myths about the man.  The author finds
Murdoch to be in the mold of the old publishing barons, who are
motivated to construct an empire through savvy acquisitions and
then by building readership and viewership.  Murdoch does not
acquire assets with the intent of breaking them down, disposing of
them, and quickly turning a profit.  He is a "builder"
entrepreneur who makes his assets stronger and more valuable.
Murdoch is also a risk-taker or, as some have characterized him,
as a gambler extraordinaire who, through a combination of luck and
good timing, has been able to build an empire although seemingly
overpaying for assets.  The author notes, however, that ". . . no
one's luck lasts that long.Murdoch -- like most successful people
-- makes his own luck through hard work and effort, by hiring the
right people to do the job and replacing them quickly when they
fail."

Jerome Tuccille has written more than 20 books, including a
biography of Alan Greenspan.



                           *********

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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