TCR_Public/100427.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 27, 2010, Vol. 14, No. 115

                            Headlines

12 BYFIELD: Section 341(a) Meeting Scheduled for May 12
12 BYFIELD: Taps Baker & Hostetler as Bankruptcy Counsel
ACCREDITED HOME: Wins Approval of Settlement with Insurers
AFFINITY GROUP: Moody's Keeps Caa2 Rating Due to High Leverage
AMADEUS TRUST: Section 341(a) Meeting Scheduled for May 25

AMERICAN ONE: Voluntary Chapter 11 Case Summary
AMERICAN PATRIOT: Hazlett Lewis Raises Going Concern Doubt
AMERICA WEST RESOURCES: MaloneBailey Raises Going Concern Doubt
AMR CORP: Disagreement Arises on UAL-Continental Merger Talks
AMR CORP: Fitch Affirms IDR at 'CCC' on High Debt Levels

ANIXTER INC: Fitch Expects Modest Sales Growth in 2010
ASARCO LLC: El Paso to Create Plan to Examine Asarco Land
ATRIUM COMPANIES: Moody's Assigns 'B3' Corporate Family Rating
BAINBRIDGE SHOPPING: Files List of 5 Largest Unsecured Creditors
BAINBRIDGE SHOPPING: Files Schedules of Assets & Liabilities

BAINBRIDGE SHOPPING: Section 341(a) Meeting Scheduled for May 26
BAINBRIDGE SHOPPING: Wants Berger Singerman as Bankruptcy Counsel
BANKRUPTCY MANAGEMENT: S&P Puts 'CCC+' Rating on Negative Watch
BANKUNITED FINANCIAL: Wants FDIC Proof of Claim Disallowed
BAYARD SPECTOR: Court Denies HWMG's Motion to Dismiss Case

BCAC LLC: Files Schedules of Assets & Liabilities
BCAC LLC: Wants to Use PNC Bank's Cash Collateral
BCAC LLC: Section 341(a) Meeting Scheduled for May 17
BCAC LLC: Taps Nexsen Pruet as Bankruptcy Counsel
BEST LIFE: A.M. Best Downgrades Financial Strength Rating to 'B'

BFG INVESTMENTS: 5th Cir. Affirms Bankr. Court's Jurisdiction
BRYCE PARK: Case Summary & 18 Largest Unsecured Creditors
CENTRAL FALLS: Legislation Enacted to Allow Bankr. Filing
CHENIERE ENERGY: To Sell Interest in Freeport LNG for $104MM
CHRYSLER LLC: Deal Resolving Treatment of Fenton Property

CHRYSLER LLC: Deal Resolving Treatment of MDNRE Property
CHRYSLER LLC: GAO Says Funding for Pension Plans Uncertain
CHRYSLER LLC: New Chrysler Hikes March Sales by 10%
CITIGROUP INC: Inks Equity Distribution Deal with Citi Global
CITIGROUP INC: Treasury Plans to Sell 1.5 Billion Shares

CNH GLOBAL: S&P Puts 'BB+' Rating on CreditWatch Developing
COLONIAL MANOR: Voluntary Chapter 11 Case Summary
CONTINENTAL AIRLINES: Disagreement Arises on UAL Merger Talks
CRESCENT RESOURCES: Secured Lender Opposes Plan
DAN STANBROUGH: Case Summary & 19 Largest Unsecured Creditors

DOLLAR THRIFTY: Hertz Signs Definitive Agreement to Acquire Firm
DOLLAR THRIFTY: DBRS Assigns 'B' Issuer & Sr. Unsec. Debt Ratings
DRUG FAIR: To Present Plan for Confirmation June 3
E*TRADE FINANCIAL: DBRS Affirms Issuer Debt Rating at 'B'
ELISSEOS MERGIANOS: Case Summary & 20 Largest Unsecured Creditors

ELITE PHYSICAL: Case Summary & 20 Largest Unsecured Creditors
EVERGREEN GAMING: Nevada Gold to Acquire Seven Mini-Casinos
EXCEL DAIRY: Files for Chapter 11 Bankruptcy Protection
EXTENDED STAY: Centerbridge-Paulson Approved as Stalking Horse
FAIRFIELD RESIDENTIAL: Och-Ziff Can Back Out of Investment Deal

FAIRVUE CLUB: Creditors Have Until June 30 to File Proofs of Claim
FIDDLER'S CREEK: Golf Member Sues Developer of Fraud
FILI ENTERPRISES: Can Use BofA's Cash Collateral Until May 13
FIRSTGOLD CORP: Cedes Control of All Assets to Secured Lenders
FONTAINEBLEAU LV: Converted to Chapter 7 as Assets Sold to Icahn

FONTAINEBLEAU LV: District Court Issues Schedule for MDL Action
FONTAINEBLEAU LV: M&M Lienholders Appeal DIP Financing Order
FREEDOM PHARMACY: Case Summary & 20 Largest Unsecured Creditors
GEMS TV: DirecTV on Unsecured Creditors Committee
GENCORP INC: OKs Annual Cash Incentive Program for Management

GENCORP INC: Registers 1,500,000 Shares Under 2009 Incentive Plan
GENERAL GROWTH: Investment Pact a De Facto Plan, Say CSA Reps.
GENERAL GROWTH: Macerich Raises $1.2B for Possible Bid on Malls
GENERAL GROWTH: Units File 2nd Post-Confirmation Status Report
GOLDSPRING INC: Names De Gasperis as Chief Executive Officer

GPX INTERNATIONAL: Creditors Seek to Liquidate Remaining Assets
GREEN VALLEY: Moody's Cuts PDR to 'D' After Payments Missed
HARBOUR EAST: Cielo on the Bay Condo Files Chapter 11
HARBOUR EAST: Voluntary Chapter 11 Case Summary
HD SUPPLY: Moody's Downgrades Corporate Family Rating to 'Caa2'

HEALTH RESOURCES: AM Best Affirms 'B' Financial Strength Rating
HEALTHSOUTH CORP: New CFO to Receive $525,000 Annual Base Salary
HEALTHSOUTH CORP: UBS and Ernst & Young Settle Fraud Claims
INFOR GLOBAL: S&P Assigns 'B+' Rating on $1.5 Bil. Notes
JAPAN AIRLINES: Claimant Wants JAL Status as Employer Determined

JAPAN AIRLINES: Deal Clarifying Scope of Ch. 15 Order Approved
JAPAN AIRLINES: ETIC Reaches Deal on Purchase of Debt
JAPAN AIRLINES: "K" Line Wants Lift Stay to Pursue Lawsuit
JOEL WAHLIN: Case Summary & 6 Largest Unsecured Creditors
JEFFREY VOGL: Case Summary & 17 Largest Unsecured Creditors

KAINOS PARTNERS: Can Sell New York Business to DBI Stores
KIM H KREUNEN: Files Schedules of Assets and Liabilities
KIM H KREUNEN: Taps Harris Jernigan to Handle Reorganization Case
LANDRY'S RESTAURANTS: Sells 11-5/8% Notes to Fund Oceanaire Deal
LAS VEGAS MONORAIL: Wants Plan Deadline Extended Until Aug. 17

LEHMAN BROTHERS: Alvarez' Fees Reach $262MM; Weil's $164MM
LILLIAN VERNON: Shutting Down in Virginia Beach
LIONS GATE: Board Amends Shareholder Rights Plan
MAGIC BRANDS: Wins Approval of First Day Motions
MAGIC BRANDS: Sets May 10 Sale-Procedures Hearing

MAGNA ENTERTAINMENT: Court Confirms MID-Backed Reorganization Plan
MONEYGRAM INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating
MOTORSPORT AFTERMARKET: Moody's Changes Default Rating to Caa2/LD
MW SEWALL: Energy North's $9.27-Mil. Wins Auction for Chain
NETFLIX INC Moody's Comments on 2010 Quarterly Results

NEW ORLEANS SEWERAGE: Fitch Takes Rating Actions on Bonds
NEWPAGE CORP: To Supply Spicers with Discovery(R) Papers
OCEANAIRE TEXAS: Landry's Sells 11-5/8% Notes to Fund Buyout
ODYSSEY PETROLEUM: Voluntary Chapter 11 Case Summary
OSI RESTAURANT: Moody's Affirms 'Caa1' Corporate Family Rating

PAN AMERICAN: Moody's Assigns 'Ba2' Rating on $500 Mil. Notes
PARKER DRILLING: Construction Delay Won't Affect Moody's B1 Rating
PHILADELPHIA NEWSPAPERS: Revlon's Perelman Joins Toll Group
POINDEXTER JB: S&P Affirms Corporate Credit Rating at 'B'
PROVIDENT ROYALTIES: Plan Confirmation Hearing Set for June 8

RC LANDWORKS: Files for Chapter 11 Bankruptcy in Oregon
RCC NORTH: Files List of 12 Largest Unsecured Creditors
RCC NORTH: Section 341(a) Meeting Scheduled for May 18
RCC NORTH: Wants to Employ Polsinelli Shughart as Bankr. Counsel
REFCO INC: Underwriters Settle Shareholder Lawsuit

REGENT COMMUNICATIONS: Resilient Agrees to Drop Plan Appeal
REICHHOLD INDUSTRIES: S&P Gives Stable Outlook; Keeps 'B-' Rating
RICCO INC: Ch. 11 Trustee Sought to Reconstruct Records
RIVER ROAD: Has Until June 9 to File Plan
SAINT ALBANS: Case Summary & 7 Largest Unsecured Creditors

SAINT VINCENTS: Gets Interim Nod of $78 Million DIP Facility
SAINT VINCENTS: Gets Interim Nod for Cash Collateral Use
SAINT VINCENTS: Proposes to Pay Obligations to Employees
SANFORD JAY HOROWITZ: Files Schedules of Assets and Debts
SANTA CLARA: To Pay Creditors from Sale or Refinancing

SAVANNAH GATEWAY: Combined Plan Hearing Set for June 23
SEARS CANADA: Sears Canada Deal Won't Affect Moody's 'Ba2' Rating
SEEQPOD: Bloson.com Acquires Remaining Assets
SGD TIMBER: Can Hire Weinman & Associates as Bankruptcy Counsel
SKY KING: Cash Collateral Hearing Continued Until April 28

SKY KING: Files Schedules of Assets and Liabilities
SMURFIT-STONE: Fights Shareholders Over Valuation Analysis
SMURFIT-STONE: Finance II Case Conversion Denied
SMURFIT-STONE: Says Plan Objections Based on Meritless Claims
SOUTH FINANCIAL: DBRS Cuts Issuer & Senior Debt Ratings to 'C'

SPHERIS INC: MedQuist Completes Sale Transaction
SRAM CORPORATION: Moody's Assigns 'Ba3' Rating on $315 Mil. Loan
SRAM LLC: S&P Raises Corporate Credit Rating to 'B+' From 'B'
STANDARD PACIFIC: S&P Assigns 'B-' Rating on $300 Mil. Notes
STARWOOD HOTELS: Fitch Assigns 'BB+' Rating on $1.5 Bil. Loan

STATION CASINOS: Boyd Gaming Opposes Auction Procedures
STERLING MINING: Auction May Pay Creditors in Full
STERLING MINING: Minco Silver Expects Break-Up Fee
STONEYBROOK TOWNHOMES: Voluntary Chapter 11 Case Summary
STRAFORD PLASTIC: Voluntary Chapter 11 Case Summary

TAYLOR BEAN: Angelo Gordon Wins Auction of MBS Portfolio
TAZDOG, LLC: Voluntary Chapter 11 Case Summary
TECH DATE: Fitch Expects Modest Sales Growth in 2010
TERREMARK WORLDWIDE: Moody's Upgrades Corp. Family Rating to 'B2'
TERREMARK WORLDWIDE: S&P Assigns 'B-' Rating on $50 Mil. Notes

TEXAS HILL: Asks for Court's Nod to Use Cash Collateral
TEXAS HILL: Asks for Court OK to Obtain Post-Petition Financing
TEXAS HILL: Files List of 20 Largest Unsecured Creditors
TEXAS HILL: Section 341(a) Meeting Scheduled for June 25
TEXAS HILL: Taps Collins May as General Counsel

TISHMAN SPEYER: Stuyvesant & Peter Cooper May Be Sold Separately
TRICKLE'S INCORPORATED: Case Summary & Creditors List
TRULITE INC: Equus Takes Action to Collect $2.3MM From Firm
UAL CORP: Disagreement Arises on Continental Merger Talks
UAL CORP: Reports March 2010 Traffic Results

UNITED WESTERN: Reschedules Annual Shareholders Meeting to July 30
US AIRWAYS: Disagreement Arises on UAL-Continental Merger Talks
VERTIS INC: Moody's Assigns Corporate Family Rating at 'Caa1'
VILLAGE AT WEST GLOUCESTER: Voluntary Chapter 11 Case Summary
VISINET INC: Workers Protest Over Unpaid Salary

VITOIL-SCOTTISH, LLC: Case Summary & Creditors List
WAVERLY GARDENS: U.S. Trustee Wants Reorganization Case Dismissed
WHITNEY LAKE: Reorganization Case Dismissed
XERIUM TECHNOLOGIES: Proposes to Renew Insurance Programs
XERIUM TECHNOLOGIES: Wants to Pay Prepetition Shipping Charges

XERIUM TECHNOLOGIES: Wins Nod to Continue Customer Programs

* Two Defaults Last Week Raise S&P Global Tally to 31
* Fannie & Freddie Funding to Cost Taxpayers $85 Billion
* Fitch Gives Assessment and Outlook on I.T. Distributors
* Makers of Designer Denim Brands in Financial Distress

* Crowell & Moring Gains Financial Institutions Regulatory Partner

* Large Companies With Insolvent Balance Sheet


                            *********


12 BYFIELD: Section 341(a) Meeting Scheduled for May 12
-------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of 12
Byfield, LLC's creditors on May 12, 2010, at 2:00 p.m.  The
meeting will be held at the United States Bankruptcy Court, SDNY,
300 Quarropas Street, Room 243A, White Plains, NY 10601-5008.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Redding, Connecticut-based 12 Byfield, LLC, filed for Chapter 11
bankruptcy protection on April 16, 2010 (Bankr. S.D.N.Y. Case No.
10-22740).  Richard J. Bernard, Esq., at Baker & Hostetler LLP,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


12 BYFIELD: Taps Baker & Hostetler as Bankruptcy Counsel
--------------------------------------------------------
12 Byfield, LLC, has sought permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ Baker &
Hostetler LLP as bankruptcy counsel, effective as of the Petition
Date.

Baker & Hostetler will, among other things:

     (a) assist in identification of assets and liabilities of the
         estate;

     (b) assist the Debtor in formulating a plan of reorganization
         and to take necessary legal steps in order to confirm
         the plan, including the preparation and filing of a
         disclosure statement relating thereto;

     (c) prepare and file on behalf of the Debtor, all necessary
         applications, motions, orders, reports, adversary
         proceedings and other pleadings and documents; and

     (d) appear in Court and protect the interests of the Debtor
         before the Court.

Baker & Hostetler will be paid based on the hourly rates of its
personnel:

         Richard J. Bernard                   $585
         Bik Cheema                           $390
         Partners                           $475-$725
         Associates                         $250-$500
         Paralegals                         $100-$200

Richard J. Bernard, a partner at Baker & Hostetler, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Redding, Connecticut-based 12 Byfield, LLC, filed for Chapter 11
bankruptcy protection on April 16, 2010 (Bankr. S.D.N.Y. Case No.
10-22740).  The Company listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities in its
petition.


ACCREDITED HOME: Wins Approval of Settlement with Insurers
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Accredited Home
Lenders Holding Co. received approval from the bankruptcy judge to
settle with two workers' compensation insurance providers.

Prepetition, the Debtors obtained workers' compensation for their
employees from Zurich.  Zurich demanded and received an $800,000
letter of credit and was holding $94,457 in cash.  Under the
settlement, Zurich will take $306,933, returning $587,534 to
Accredited Home.  The settlement is up for hearing April 21.

A settlement was also reached with Hartford Fire Insurance Co.
Hartford, which cashed a $815,000 letter of credit and was holding
another $41,000 cash deposit, will return the excess after
deducting $308,500 to cover claims.

The secured lenders' motion for conversion of the case to a
liquidation in Chapter 7 was adjourned to May 20.  A motion by
the unsecured creditors' committee to sue owner Lone Star Funds
was put back to the same date.

                     About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


AFFINITY GROUP: Moody's Keeps Caa2 Rating Due to High Leverage
--------------------------------------------------------------
Moody's Investors Service concluded its review of Affinity Group
Holdings Inc., confirmed its Caa2 corporate family rating and
assigned B1 ratings to its subsidiary, Affinity Group Inc.'s new
secured term loan.  The new debt along with an unrated $22 million
revolver refinances the previous secured debt at Affinity Group
Inc.  The ratings outlook is stable.  This concludes the review of
ratings for possible downgrade that was initiated on August 25,
2009.

The Caa2 corporate family rating continues to reflect the high
leverage of the company, limited free cash flow and restrictions
on AGI's ability to upstream funds to pay interest on Affinity
Group Holdings' unsecured notes.  Although Moody's views the
stability of the company's RV focused membership and services
businesses favorably, the current debt load and restrictions on
upstreaming funds limit the ratings.  While Affinity Group
Holdings' owner has contributed funds in the past to make interest
payments on Holdings debt, the owner's support is not contractual
and Moody's ratings therefore look at the company's stand alone
capabilities to service its own debt.

The company's RV membership and related services business held up
fairly well during the downturn, however its ad driven
publications and Camping World retail sales experienced
significant declines.  The entire RV industry saw declines during
this period which directly and indirectly impacted the company's
results.  Early indications of RV unit shipments are up this year
and 2010 is expected to show significant improvement which should
in turn positively impact the company's advertising revenue and
retail sales.  While the company may ultimately be able to
generate sufficient cash to fund all its interest payments as the
economy recovers, sufficient funds may not be permitted to be
upstreamed to pay Holdings interest expense until AGI's term debt
is repaid or amended.  AGI's new term loan explicitly limits AGI's
ability to upstream funds to pay Holdings interest.

These ratings were confirmed:

Affinity Group Holding, Inc.

* Corporate family rating: Caa2
* Probability of default rating: Caa3
* 10.875% senior notes due 2012 -- Ca, LGD5, 74%

Affinity Group, Inc.

* 9.0% senior subordinated notes due 2012 -- Caa2, LGD3, 40%

This rating was assigned:

Affinity Group, Inc.

* Senior secured term loan due 2015 -- B1, LGD1, 7%

This rating was affirmed:

Affinity Group Holding, Inc.

* Speculative Grade Liquidity rating -- SGL-4

The ratings on the new debt were determined in accordance with
Moody's Loss Given Default Methodology and driven by its senior
position in the capital structure.

Moody's most recent communication was on September 17, 2009, for
the assignment of a Caa3/LD probability of default rating
following expiration of the 30-day grace period for non-payment of
interest on Holdings senior notes.

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

Affinity Group Holding, Inc., is a large member- based direct
marketing, publishing and retail goods company, targeting North
American recreational vehicle owners and outdoor enthusiasts.  The
company reported net revenue of $471 million for the fiscal year
ended December 31, 2009.


AMADEUS TRUST: Section 341(a) Meeting Scheduled for May 25
----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Amadeus
Trust LLC's creditors on May 25, 2010, at 1:15 p.m.  The meeting
will be held at Room 2610, 725 S Figueroa Street, Los Angeles, CA
90017.

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.

Pacific Palisades, California-based Amadeus Trust LLC filed for
Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. C.D.
Calif. Case No. 10-24450).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


AMERICAN ONE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: American One Rentals, Inc.
        2301 N. Atlantic Boulevard
        Fort Lauderdale, FL 33305

Bankruptcy Case No.: 10-20865

Chapter 11 Petition Date: April 23, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B Ray

Debtor's Counsel: David Marshall Brown, Esq.
                  330 N Andrews Avenue # 450
                  Fort Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-3382
                  E-mail: david@brownvanhorn.com

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

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

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

The petition was signed by Frances M. Reynolds, president.


AMERICAN PATRIOT: Hazlett Lewis Raises Going Concern Doubt
----------------------------------------------------------
American Patriot Financial Group, Inc. filed on April 15, 2010,
its annual report on Form 10-K for the year ended December 31,
2009.

Hazlett, Lewis & Bieter, PLLC, in Chattanooga, Tenn., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant losses for the past three years resulting
in a retained deficit of $3,638,017.  "At December 31, 2009, the
Company and its subsidiary were undercapitalized based on
regulatory standards and has consented to an Order to Cease and
Desist with its primary federal regulator that requires, among
other provisions, that it achieve regulatory capital thresholds
that are significantly in excess of its current actual capital
levels.  The Company's nonperforming assets have increased
significantly during 2009 related primarily to deterioration in
the credit quality of its loans collateralized by real estate.
The Company, at the holding company level, has a note payable
[$1,000,000] that is due June 29, 2010; however, the Company does
not currently have sufficient funds to pay off this note and it is
uncertain whether the lender will renew the note at that time, or
whether the Company can raise sufficient capital to payoff the
note.  This note is securitized by 100 percent of the stock of the
subsidiary."

The Company reported a net loss of $4,022,669 on net interest
income before provision for loan losses of $3,255,716 for 2009,
compared with a net loss of $558,728 on net interest income before
provision for loan losses of $3,890,042 for 2008.

The Company's balance sheet as of December 31, 2009, showed
$118,214,238 in assets, $113,897,948 of liabilities, and
$4,316,290 of stockholders' equity.

At December 31, 2009, the Company had net loans receivable of
$92,562,338 and deposit liabilities of $106,509,580, compared to
net loans receivable of $103,327,562 and deposit liabilities of
$103,739,177 at December 31, 2008.

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

               http://researcharchives.com/t/s?60a5

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at December 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.


AMERICA WEST RESOURCES: MaloneBailey Raises Going Concern Doubt
---------------------------------------------------------------
America West Resources, Inc., filed on April 15, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficit and has incurred significant losses.

The Company reported a net loss of $8,704,926 on $11,010,004 of
revenue for 2009, compared with a net loss of $6,579,895 on
$7,304,068 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$17,587,229 in assets and $25,107,696 of debts, for a
stockholders' deficit of $7,520,467.

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

               http://researcharchives.com/t/s?60a6

Based in Salt Lake City, America West Resources, Inc., is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of our coal is sold to
utility companies for use in the generation of electricity.  The
Company operates the Horizon Mine located in Carbon County, Utah.

The Horizon Mine is operated through the Company's wholly owned
subsidiary Hidden Splendor Resources, Inc., a Nevada corporation.
This mine produces what is commonly known as "steam coal," that
is, coal used to heat water to create steam which, in turn, is
used to turn turbine engines to produce electricity.


AMR CORP: Disagreement Arises on UAL-Continental Merger Talks
-------------------------------------------------------------
The Wall Street Journal's Susan Carey and Gina Chon report that
people familiar with the matter said Sunday disagreements have
emerged in the merger talks between UAL Corp.'s United Airlines
and Continental Airlines Inc. over which share price to use for
the stock-swap deal.  According to the Journal, the sources said
UAL and Continental were hoping to agree on a "neutral price."

The Journal also relates a person familiar with the matter said
that during discussions on Friday and Saturday, the two companies'
chief executives disagreed on what share price to use in the
merger.  The Journal says Continental thinks the fairer deal is to
use the 30-day share price prior to April 7.  United wants to use
the price the day before the deal is signed.

According to the Journal, United and Continental are in much
different positions than they were two years ago when Continental
ultimately spurned United's advances.  Continental has a new,
aggressive chief executive, both carriers are better off
financially, and the industry landscape has been altered by the
2008 merger of Delta Air Lines Inc. and Northwest Airlines, among
other things, the people said.

Sources told the Journal that if the merger does go through, Jeff
Smisek, Continental's chief executive, would become chief
executive of the combined company, while Glenn Tilton, UAL's CEO,
would become the nonexecutive chairman.  The company would be
based in Chicago, and United would be the surviving brand, the
people said, according to the Journal.

According to the Journal, based on the April 23 stock prices, the
deal would create a company valued at $6.9 billion.  Delta,
currently the No. 1 carrier by traffic, is valued at
$10.2 billion.

The Journal also reports that United's pilots union has signaled
that it may support a merger with Continental, whose pilots are
represented by the same union and earn higher wages than the
United aviators.  Continental's pilots union hasn't commented.

The Journal relates that the labor agreements on both airlines'
pilot groups are open for renewal, and United and Continental may
have to offer richer terms to ensure pilot approval, a key
challenge in successfully meshing two airlines.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  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.


AMR CORP: Fitch Affirms IDR at 'CCC' on High Debt Levels
--------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of AMR Corp. and its
principal operating subsidiary American Airlines, Inc.:

AMR Corp.

  -- Issuer Default Rating at 'CCC';
  -- Senior Unsecured Rating at 'C/RR6'.

American Airlines, Inc.

  -- IDR at 'CCC'.

Following the pay-down of American's secured bank credit facility
in 2009, Fitch has withdrawn the senior secured credit facility
rating for American.  The senior unsecured rating at the parent
applies to approximately $885 million of outstanding debt.

The affirmation of IDRs at the 'CCC' level reflects continuing
concerns over the airline's ability to generate sustained
improvements in free cash flow, despite the notable turnaround in
the industry revenue outlook over the last few months.  Like the
other U.S. legacy carriers, AMR faced serious liquidity threats in
2008-2009 first as a result of the rapid spike in energy costs and
later because of the collapse of premium air travel demand.  With
the credit markets effectively closed to airline borrowers through
the summer of 2009, AMR pulled back scheduled capacity sharply and
ultimately raised over $4 billion in new capital last year as
management remained focused on shoring up cash balances.

Consequently, any progress made toward leverage reduction at the
top of the last demand cycle was reversed.  AMR again needs to
embark on an extended debt reduction project, but necessary FCF
generation will be limited by the need to invest heavily in fleet
replacement.  Fitch's current base case forecast points to another
year of substantially negative FCF, likely in excess of
$800 million in a relatively stable jet fuel price scenario
(average 2010 prices near $2.40 per gallon).

While AMR's liquidity position has improved significantly over the
last year, with an unrestricted cash and short-term investments
balance of $4.5 billion at March 31, debt levels were forced
higher through the downturn.  Even in a modestly improving
operating environment, lease-adjusted leverage will likely remain
very high (in excess of 8 times in 2010).  AMR faces scheduled
debt and capital lease maturities of $1.1 billion this year and
$2.3 billion in 2011, but Fitch expects little debt reduction to
occur in light of the need to finance 45 new Boeing B737-800
aircraft this year and 22 Bombardier CRJ-700 regional jets through
mid-2011.

First quarter results highlighted the risks posed by rising jet
fuel prices in 2010, which are offsetting the positive effects of
gains in revenue per available seat mile.  Average jet fuel prices
paid, on a consolidated basis, increased 16.5% year over year to
$2.23 per gallon.  This change, along with rising airport and
revenue-related costs, helped drive an increase of 8.5% in total
operating costs per available seat mile.  Fitch estimates that a
10-cent change in the price of jet fuel would drive approximately
$240 million in annual operating costs.  With only 33% of 2010
fuel consumption hedged (average caps at $2.43 per gallon), AMR
could see a significant cash flow impact if jet fuel prices move
well above their current spot level in the neighborhood of $2.40
per gallon.

AMR faces some uniquely difficult challenges due to its position
as the legacy carrier with the highest unit labor costs.  In order
to move from the bottom of the pack in margin potential and cash
flow generation, it needs to either deliver a larger RASM premium
relative to the other legacy carriers or push unit costs lower.
Neither outcome is likely in the near term as AMR lagged the
industry on RASM growth (up 6.8%) in the first quarter of 2010
(1Q'10), and management is locked in a struggle with the unions
over new contracts that could push labor costs still higher.

In addition to cash flow pressures linked to AMR's competitive
position and weak margins, AMR must continue to invest in new
aircraft to replace an aging fleet of MD-80 narrowbody aircraft.
Deliveries of new aircraft will drive capex to approximately
$2.1 billion this year, consuming all of the carrier's operating
cash flow.  Cash pension funding will continue as a major credit
concern.  Pension contributions for 2010 will be approximately
$525 million, with that figure expected to rise in coming years.
As of year-end 2009, AMR's defined benefit pension plans were
under-funded by approximately $4.9 billion on a projected benefit
obligation (PBO) basis.  Although the 2010 cash funding level is
below the annual booked pension expense of approximately
$600 million, required contributions could begin to represent a
net cash outflow as early as 2011 if plan asset returns are weak.

AMR management and the company's three principal unions are
continuing mediated discussions over new contracts, which became
amendable in 2008.  Despite the airline's still fragile financial
condition, the unions appear unlikely to accept any reduction in
pay rates or benefit levels.  This will limit AMR's ability to
push unit costs down to levels seen at other legacy carriers,
three of which have lowered costs significantly through bankruptcy
reorganizations in recent years.

Absent a larger than expected increase in RASM tied to a robust
global economic recovery in 2010-2011, Fitch sees little
opportunity for AMR to generate the positive FCF necessary to push
debt levels lower through the next industry demand cycle.
Although AMR's more comfortable liquidity position makes any near-
term cash crisis highly unlikely, cash balances could come under
significant pressure if a fuel price spike (crude oil in excess of
$100 per barrel) drives a much larger than expected annual loss in
2010.  A downgrade to 'CC' or below could follow if an external
shock forces unrestricted liquidity levels below $3 billion.


ANIXTER INC: Fitch Expects Modest Sales Growth in 2010
------------------------------------------------------
Fitch Ratings released a report detailing its outlook for I.T.
distributors.  In the report, Fitch examines industry operating
performance, credit and liquidity, key industry trends and
developments, individual credit and financial profiles, corporate
governance and covenants.  Fitch also provides quarterly and
historical financial data.

Fitch's outlook for IT distributors in 2010 is stable, underpinned
by a more optimistic view on industry operating profiles, offset
by expectations of moderate deterioration in liquidity and credit
profiles as well as heightened event risk, particularly for
acquisitions.

The companies profiled are:

  -- Anixter Inc./Anixter International Inc.: 'BB+'; Outlook
     Stable;

  -- Arrow Electronics, Inc.: 'BBB-'; Outlook Stable;

  -- Avnet, Inc.: 'BBB-'; Outlook Stable;

  -- Ingram Micro Inc.: 'BBB-'; Outlook Stable;

  -- Tech Data Corporation: 'BB+'; Outlook Stable.

Fitch expects the IT distributors to experience modest sales
growth in 2010, as corporate IT demand improves, driven by a more
stable economic backdrop and growth in emerging markets.  Positive
operating leverage and abatement of cyclical gross margin pressure
will result in improved operating profitability.

After generating significant cash from working capital reduction,
reducing short-term debt and limiting acquisitions and share
buybacks, the distributors' credit profiles are currently very
strong.  Fitch expects some deterioration in 2010, as M&A resumes
and cash generation declines.  A degree of credit deterioration
from current levels is incorporated into ratings.


ASARCO LLC: El Paso to Create Plan to Examine Asarco Land
---------------------------------------------------------
The city of El Paso in Texas will create a new comprehensive plan
to examine possible uses of ASARCO LLC's shuttered smelter and
other company-owned land in the City, the El Paso Times reports.

The plan would guide growth and development in El Paso for the
next 15 years, and would look at development around three
transportation corridors, David Burge of El Paso Times says.

McClatchy-Tribune Information Services reports that the City
Council voted 8-0 on April 6, 2010, to award a $606,000 contract
to Dover, Kohl & Partners of Coral Gables, Fla., to do the first
phase of the plan.

According to the McClatchy-Tribune report, the state of Texas and
the City of El Paso will both contribute $150,000 to pay for the
ASARCO portion of the study, while a federal grant money will pay
for the remaining $306,000.  The report adds that the plan's
final two phases will cost approximately $2 million and must will
approved by the council.

                       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)


ATRIUM COMPANIES: Moody's Assigns 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3 probability of default rating to Atrium Companies, Inc.,
anticipating the company emerging from Chapter 11 proceedings in
early-May.  In a related rating action, Moody's assigned a B3 to
the company's proposed first lien term loan due 2016.  The rating
outlook is stable.

The B3 Corporate Family Rating incorporates Moody's view that
Atrium's end markets will remain sluggish through the balance of
2010 and into 2011.  The company derives about 50% of its revenues
from the new home construction market and the balance from the
repair and remodeling sector.  However, Atrium's operating margins
should benefit from its cost reduction program, which includes
improved materials purchasing, rationalization of manufacturing
facilities and work force reductions.  The company will remain
highly leveraged despite shedding approximately 60% of its pre-
bankruptcy debt upon emergence from Chapter 11; the company's pro
forma debt exceeds its tangible assets.  The company's improved
liquidity profile, with no near-term maturities, gives Atrium some
financial flexibility to contend with economic uncertainties.

The stable outlook reflects Moody's view that Atrium's liquidity
profile and reduced leverage give it adequate financial
flexibility to contend with a more subdued new home construction
and repair and remodeling market.

These rating actions were taken:

* Corporate family rating assigned B3;
* Probability of default rating assigned B3; and,
* $185 million term loan due 2016 assigned B3 (LGD3, 44%).

The last rating action was on January 21, 2010, at which time
Moody's announced it would withdraw Atrium's ratings when it filed
voluntary petitions of reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

Atrium Companies, Inc., headquartered in Dallas, TX, is one of the
leading manufacturers of residential vinyl and aluminum windows in
North America (based on units sold) producing approximately
3.5 million windows in 2009.


BAINBRIDGE SHOPPING: Files List of 5 Largest Unsecured Creditors
----------------------------------------------------------------
Bainbridge Shopping Center II, LLC, has filed with the U.S.
Bankruptcy Court for the Southern District of Florid a list of its
five largest unsecured creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
MJM Property Management
and Development                 Property
4425 Military Trail             Management
Unit 202                        Services
Jupiter, FL 33458               July 2009 - Current       $85,263

Kowit & Passov Real Estate
Group
6001-D Landerhaven Drive        Commissions
Cleveland, OH 44124             2007-2009                 $53,718

Terra National Real Estate
Group
29225 Chagrin Boulevard
Suite 360                       Market Research
Beachwood, OH 44122             Services                  $32,000

McCarthy, Lebit, Crystal        Legal Services
& LIffman Co.                   for 2008-2009             $14,117

Thrasher, Dinsmore & Dolan      Legal Services 2009        $6,959

Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns
and operates the Marketplace at Four Corners shopping center in a
southeastern suburb of Cleveland, Ohio.  The Company filed for
Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D.
Fla. Case No. 10-19383).  Arthur J. Spector, Esq., who has an
office in Ft. Lauderdale, Florida, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Debtor's affiliate, John R. McGill, filed a separate Chapter
11 petition on May 15, 2009 (Case No. 09-19425).


BAINBRIDGE SHOPPING: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Bainbridge Shopping Center II, LLC, has filed with the U.S.
Bankruptcy Court for the Southern District of Florida its
schedules of assets and liabilities, disclosing:

  Name of Schedule                   Assets          Liabilities
  ----------------                   ------          -----------
A. Real Property                          $0
B. Personal Property                 $94,074
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $45,607,689
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $192,057
                                   -----------        -----------
TOTAL                                  $94,074        $45,799,746

Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns
and operates the Marketplace at Four Corners shopping center in a
southeastern suburb of Cleveland, Ohio.  The Company filed for
Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D.
Fla. Case No. 10-19383).  Arthur J. Spector, Esq., who has an
office in Ft. Lauderdale, Florida, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Debtor's affiliate, John R. McGill, filed a separate Chapter
11 petition on May 15, 2009 (Case No. 09-19425).


BAINBRIDGE SHOPPING: Section 341(a) Meeting Scheduled for May 26
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
Bainbridge Shopping Center II, LLC's creditors on May 26, 2010, at
8:30 a.m.  The meeting will be held at Flagler Waterview Building,
1515 N Flagler Dr Room 870, West Palm Beach, FL 33401.

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.

Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns
and operates the Marketplace at Four Corners shopping center in a
southeastern suburb of Cleveland, Ohio.  The Company filed for
Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D.
Fla. Case No. 10-19383).  Arthur J. Spector, Esq., who has an
office in Ft. Lauderdale, Florida, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Debtor's affiliate, John R. McGill, filed a separate Chapter
11 petition on May 15, 2009 (Case No. 09-19425).


BAINBRIDGE SHOPPING: Wants Berger Singerman as Bankruptcy Counsel
-----------------------------------------------------------------
Bainbridge Shopping Center II, LLC, has asked for authorization
from the U.S. Bankruptcy Court for the Southern District of
Florida to employ Berger Singerman, P.A., as bankruptcy counsel,
effected as of the Petition Date.

Berger Singerman will:

     a. advise the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's Guidelines and Reporting
        Requirements and with the rules of the Court;

     b. prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the case;

     c. protect the interests of the Debtor in all matters pending
        before the Court; and

     d. represent the Debtor in negotiations with its creditors
        and in the preparation of a plan.

Arthur J. Spector, a shareholder of Berger Singerman, says that
the firm will be paid based on the hourly rates of its personnel:

        Arthur J. Spector                 $525
        Attorneys                       $330-$570
        Legal Assistants                 $75-$195
        Paralegals                       $75-$195

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

Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns
and operates the Marketplace at Four Corners shopping center in a
southeastern suburb of Cleveland, Ohio.  The Company filed for
Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D.
Fla. Case No. 10-19383).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.

The Debtor's affiliate, John R. McGill, filed a separate Chapter
11 petition on May 15, 2009 (Case No. 09-19425).


BANKRUPTCY MANAGEMENT: S&P Puts 'CCC+' Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Irvine, Calif.-based bankruptcy management software and hardware
provider Bankruptcy Management Solutions Inc., including its
'CCC+' corporate credit rating, on CreditWatch with negative
implications.

These actions result from the company's failure to provide its
credit facility lenders with required financial statements within
105 days of BMS' Dec. 31 fiscal year-end.  Although company
management is engaged in discussions with its lenders, if they do
not obtain a waiver or if they do not provide financial statements
in a timely manner, this could lead to a default under the credit
facilities.

"In addition," said Standard & Poor's credit analyst Susan
Madison, "S&P remain concerned about the company's ability to meet
existing financial performance covenant requirements for the
quarter ending on June 30, 2010."

In resolving the CreditWatch S&P will monitor the company's
ability to comply with its credit facility requirements, including
the filing of audited year-end financial statements and its
ability to meet financial performance covenants over the very near
term.


BANKUNITED FINANCIAL: Wants FDIC Proof of Claim Disallowed
----------------------------------------------------------
BankUnited Financial Corporation, et al., objected to the proof of
claim of Federal Deposit Insurance Corporation, in its capacity as
receiver for BankUnited, FSB.

The Debtors assert counterclaims against the FDIC-Receiver for,
without limitation, a declaratory judgment as to the Debtors'
estates' ownership interest in tax refunds, turnover of
property of the Debtors' estates, avoidance and recovery of
preferences and fraudulent transfers, and other amounts due to
them.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of Florida to, among other things:

   a) disallow the FDIC Proof of Claim;

   b) declare that the refunds are property of BUFC's bankruptcy
      estate and that the FDIC-Receiver has at most a general
      unsecured claim as to any amount of the Refund to which it
      otherwise would be entitled; and

   c) order the FDIC-Receiver to turn over to the Debtors the
      personal property and provide a complete accounting thereof.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  Corali Lopez-Castro, Esq., David Samole,
Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers,
Esq., at Kilpatrick Stockton LLP, serve as counsel to the official
committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. said it has
assets of $37,729,520 against debts of $559,740,185.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120,000,000 and $118,171,000 on account of senior notes.


BAYARD SPECTOR: Court Denies HWMG's Motion to Dismiss Case
----------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida partially denied HWMG Investments,
LLC's motion to dismiss the Chapter 11 case of Bayard William
Spector.

As reported in the Troubled Company Reporter on February 16, 2010,
HWMG asked for the dismissal of the Debtor's Chapter 11 case,
relating that:

   -- based on the Debtor's substantial lack of equity in the real
      property, the Debtor's lack of any disposable income and the
      current economic conditions affecting the real estate
      market, the Debtor has no reasonable hope of reorganizing
      this property by refinancing it or selling it for a price
      that will satisfy the liens;

   -- the real property does not produce any cash flow to pay a
      market rate of interest on the obligation owed to HWMG or
      otherwise fund a Chapter 11 plan.

The Court granted HWMG complete relief from the automatic stay to
pursue its in rem legal rights and remedies, including, without
limitation, resetting to foreclosure sale of the property before
June 30, 2010.

The Court also directed the Debtor to maintain insurance on the
property in compliance with the loan documents and provide proof
of insurance to HWMG's counsel.

Miami, Florida-based Bayard William Spector -- aka Bayard W.
Spector, Bayard William Bector, Bayard W. Bector, W Bayard
Spector, and Spector Bayard -- filed for Chapter 11 bankruptcy
protection on November 2, 2009 (Bankr. S.D. Fla. Case No. 09-
34183).  The Debtor listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


BCAC LLC: Files Schedules of Assets & Liabilities
-------------------------------------------------
BCAC, LLC, has filed with the U.S. Bankruptcy Court for the Middle
District of North Carolina its schedules of assets and
liabilities, disclosing:

  Name of Schedule                   Assets          Liabilities
  ----------------                   ------          -----------
A. Real Property                   $13,500,000
B. Personal Property                  $134,251
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $11,537,942
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $67,169
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $1,971,338
                                   -----------        -----------
TOTAL                              $13,634,251        $13,576,449

Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi-
family apartment complex at 23 Hiltin Place, Greensboro, Guilford
County, North Carolina, which property is known as Park Place
Apartments.

The Company filed for Chapter 11 bankruptcy protection on
April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709).  Christine L.
Myatt, Esq., who has an office in Greensboro, North Carolina,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BCAC LLC: Wants to Use PNC Bank's Cash Collateral
-------------------------------------------------
BCAC, LLC, seeks authority from the U.S. Bankruptcy Court for the
Middle District of North Carolina to use the cash collateral of
PNC Bank, National Association, until December 31, 2010.

Christine L. Myatt, Esq., at Nexsen Pruett PLLC, the attorney for
the Debtors, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.  The Debtor will
use the collateral pursuant to a budget, a copy of which is
available for free at http://bankrupt.com/misc/BCAC_budget.pdf

Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi-
family apartment complex at 23 Hiltin Place, Greensboro, Guilford
County, North Carolina, which property is known as Park Place
Apartments.

The Company filed for Chapter 11 bankruptcy protection on
April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709).  Christine L.
Myatt, Esq., who has an office in Greensboro, North Carolina,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BCAC LLC: Section 341(a) Meeting Scheduled for May 17
-----------------------------------------------------
The U.S. Trustee for the Middle District of North Carolina will
convene a meeting of BCAC, LLC's creditors on May 17, 2010, at
10:00 a.m.  The meeting will be held at the Creditors Meeting
Room, First Floor, 101 South Edgeworth Street, Greensboro, NC
27401.

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.

Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi-
family apartment complex at 23 Hiltin Place, Greensboro, Guilford
County, North Carolina, which property is known as Park Place
Apartments.

The Company filed for Chapter 11 bankruptcy protection on
April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709).  Christine L.
Myatt, Esq., who has an office in Greensboro, North Carolina,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BCAC LLC: Taps Nexsen Pruet as Bankruptcy Counsel
-------------------------------------------------
BCAC, LLC, has sought permission from the U.S. Bankruptcy Court
for the Middle District of North Carolina to employ Christine L.
Myatt and the law firm of Nexsen Pruet, PLLC, as bankruptcy
counsel.

Nexsen Pruet will:

     a. assist in the investigation and examination of contracts,
        loans, leases, financing statements, and other related
        documents;

     b. advise the Debtor in the administration of its bankruptcy
        estate;

     c. assist the Debtor in proposing a plan of reorganization;
        and

     d. facilitate the consummation of the Debtor's confirmed
        reorganization plan.

The Debtor and Nexsen Pruet didn't disclose how Nexsen Pruet will
be compensated for its services.

Christine L. Myatt, an attorney at Nexsen Pruet, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi-
family apartment complex at 23 Hiltin Place, Greensboro, Guilford
County, North Carolina, which property is known as Park Place
Apartments.

The Company filed for Chapter 11 bankruptcy protection on
April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709).  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


BEST LIFE: A.M. Best Downgrades Financial Strength Rating to 'B'
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of BEST Life and Health Insurance Company (BEST Life)
(headquartered in Irvine, CA).  The outlook for both ratings has
been revised to negative from stable.

The rating downgrades reflect BEST Life's unfavorable operating
results in the last two years, with corresponding decreases in
capital and surplus.  BEST Life's net losses resulted from
decreasing premium revenue and higher stop-loss claims in 2009.
The company's lower profitability on its first year dental
business, higher large group dental claims and higher severity and
frequency of major medical claims incurred in 2008 also
contributed to the net losses.

BEST Life's premium revenue and net income are derived from
marketing primarily dental, major medical multiple employer trust
and medical stop-loss products to employer groups, mainly in the
West and Midwest.  Although the company implemented sizeable
expense reductions over the past two years, A.M. Best expects its
future operating results will be pressured by increasingly
challenging markets where it competes against aggressive national
and regional carriers possessing economies of scale.
Additionally, the regulations and requirements of recently enacted
national healthcare reform legislation will likely pressure future
operating results in BEST Life's major medical multiple employer
trust line of business.


BFG INVESTMENTS: 5th Cir. Affirms Bankr. Court's Jurisdiction
-------------------------------------------------------------
WestLaw reports that a Chapter 7 debtor's majority interest owner
impliedly consented to the bankruptcy court's entry of final
judgment in a removed state-court action.  The owner failed to
object, in the bankruptcy court, to that court's exercise of core
jurisdiction after the removing party stated in the removal
notice, in accordance with the governing bankruptcy rule, that the
state-court case was a core proceeding.  In re BFG Investments
LLC, 2010 WL 607694 (5th Cir.).

BFG Investments, LLC, filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 05-70173) on March 1, 2005, estimating its assets
and debts at less than $10 million.  An affiliate, BFG
Development, Inc., filed a chapter 11 petition (Bankr. S.D. Tex.
Case No. 05-70332) on April 4, 2005.  Both Chapter 11 cases were
subsequently converted to Chapter 7 liquidation proceedings.

Following the conversion, BFG Investments filed an action in state
court seeking to prevent Texas State Bank from foreclosing on its
real estate.  The Bank removed the action to bankruptcy court, and
the bankruptcy court declined BFG's request for a preliminary
injunction to enjoin the foreclosures.  The bankruptcy court also
imposed sanctions on sanction on the debtor's majority interest
owner for his conduct at the preliminary injunction hearing.  More
litigation followed, with the U.S. District Court affirming the
Bankruptcy Court's orders.  In this appeal, the Fifth Circuit
affirmed the District Court's rulings.


BRYCE PARK: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bryce Park, LLC
        Attn: Jeffrey Fransen
        3318 145th Place SE
        Mill Creek, WA 98012

Bankruptcy Case No.: 10-14532

Chapter 11 Petition Date: April 22, 2010

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

Judge:  Karen A. Overstreet

Debtor's Counsel: Jonathan S. Smith, Esq.
                  Advantage Legal Group
                  11109 Slater Avenue NE Street 101
                  Kirkland, WA 98033
                  Tel: (425) 452-9797
                  E-mail: jonathan@advantagelegalgroup.com

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 18 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb10-14532.pdf

The petition was signed by Jeffrey Fransen, managing member.


CENTRAL FALLS: Legislation Enacted to Allow Bankr. Filing
---------------------------------------------------------
Richard C. Dujardin, journal staff writer at The Providence
Journal, reports that the city council has voted to ask the
general assembly to enact legislation to allow Central Falls and
other municipalities to file for bankruptcy protection.

According to the report, a person familiar with the matter said
the city may not need to file for bankruptcy, but having the
legislation would be an important tool for municipalities should
they find they cannot meet their financial obligations.

"We're looking at $3.7 million this fiscal year and another
$5 million in the next fiscal year.  We were just told that we
will be losing another $1.5 million to $2 million in state aid.
That alone is 10 percent of our $17-million budget," Mr. Dujardin
quotes Finance Director Azmim Mazagonwalla as saying.


CHENIERE ENERGY: To Sell Interest in Freeport LNG for $104MM
------------------------------------------------------------
Cheniere Energy, Inc., has agreed to sell its 30% limited partner
interest in Freeport LNG Development L.P. to Zachry American
Infrastructure, LLC, an independent member of the Zachry group of
companies, located in San Antonio, Texas, and Hastings Funds
Management (USA), Inc., a wholly owned subsidiary of Westpac
Banking Corporation, acting on behalf of various institutional
investors.

The net proceeds of approximately $104 million will be used to pay
down a portion of the $400 million, 9.75% term loan held by a
Cheniere subsidiary. This transaction is in-line with Cheniere's
financial strategy of improving its capital structure and reducing
debt.

The transaction is expected to close in the second quarter of 2010
subject to meeting conditions precedent including satisfactory
completion of due diligence and regulatory approvals.  Sagent
Advisors, Inc. is providing certain financial advisory services to
Cheniere in connection with the transaction.

Cheniere posted a net loss for the third consecutive year,
reporting a net loss of $161,490,000 for 2009 from net losses of
$372,959,000 for 2008 and $196,580,000 for 2007.  Total revenues
were $181,126,000 for 2009 from $7,144,000 for 2008 and $647,000
for 2007.

At December 31, 2009, the Company had total assets of
$2,732,622,000 against total current liabilities of $66,212,000,
long-term debt, net of discount of $2,692,740,000, long-term debt-
related parties of $349,135,000, deferred revenue of $33,500,000
and other non-current liabilities of $23,162,000.  Total deficit
widened to $432,127,000 at December 31, 2009, from total deficit
of $274,054,000 at December 31, 2008.  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?5f8a

Houston, Texas-based Cheniere Energy, Inc. (NYSE Amex: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States. Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30% limited
partner interest in a fourth LNG receiving terminal.


CHRYSLER LLC: Deal Resolving Treatment of Fenton Property
---------------------------------------------------------
Chrysler LLC and the State of Missouri, and the Missouri
Department of Natural Resources agree that if the Liquidation
Trust receives approval from the Court to abandon a real property
and certain fixtures located at 1001 North Highway Drive and 1050
Dodge Drive, in Fenton, Missouri:

  (a) the St. Louis Property will be abandoned, and the deed
      thereto conveyed to an entity entitled to receive the
      abandoned property under applicable state law; and

  (b) concurrently with the abandonment, the Liquidation Trust
      will pay a certain allocated amount directly to a
      designated account established by the MDNR for the sole
      purpose of funding administrative expenses for the St.
      Louis Property and environmental clean-up at, or of
      contamination released from, the St. Louis Property.

Upon any abandonment of the St. Louis Property and the transfer of
the Allocated Amount to the Site Specific Account, the Liquidation
Trust and the Liquidation Trustee will have no further obligations
or liabilities to any party, including, but not limited to, the
MDNR, with respect to the St. Louis Property.

The Allocated Amount will remain in the Site Specific Account and
be used solely by the MDNR for funding administrative expenses for
the St. Louis Property and environmental clean-up at, or of
contamination released from, the St. Louis Property until a time
as the MDNR and the U.S. EPA determine that no further
environmental clean-up is required under applicable state or
federal law.

The MDNR will not be required to provide an accounting to the
Liquidation Trust of its expenditures from the Site Specific
Account, nor will the Liquidation Trust be entitled to any unused
portion of the funds held in the Site Specific Account under any
circumstances.  Any unused funds remaining in the Site Specific
Account will go to the MDNR.

Simultaneously with the abandonment and immediately prior to the
conveyance of the St. Louis Property, the Liquidation Trust will
execute and record an easement of access in gross providing the
MDNR and the U.S. EPA with the right of access to the St. Louis
Property for the purpose of performing response activities.

Upon any abandonment, the Liquidation Trust also will (a) provide
the Legal Transferee, the MDNR and the U.S. EPA with any keys in
its possession to any gates or locked portions of the St. Louis
Property; and (b) leave "as is" all monitoring wells, and if the
monitoring wells are locked, provide the Legal Transferee, the
MDNR and the U.S. EPA with keys to the locks that are in its
possession.

If the St. Louis Property is not abandoned, then the MDNR will not
be entitled to any portion of the Allocated Amount.

If the Liquidation Trust enters into an agreement to sell or
transfer ownership of the St. Louis Property, in whole or in part,
it will provide the MDNR with written notice of the prospective
transfer, together with a copy of the executed asset purchase
agreement, within three business days of the Purchase
Agreement having been fully executed by the parties thereto.

The MDNR covenants not to bring a civil judicial or civil
administrative action or take any other civil action against the
Debtors, the Liquidation Trust or the Liquidation Trustee,
including, without limitation, seeking injunctive relief for
remediation of the St. Louis Property.

The MDNR agrees that, in the event the Court approves an
abandonment of the St. Louis Property, neither the Liquidation
Trust nor the Liquidation Trustee will have any obligation to
provide any additional funding, or take any other action, with
respect to the St. Louis Property other than completing the
transfer of the Allocated Amount, except as provided herein.

Any Claims filed by or on behalf of the MDNR against the Debtors'
Estates, on account of the St. Louis Property, including, but not
limited to, Administrative Claims or Priority Claims, will be
deemed fully and finally satisfied upon (a) the Court's entry of
an order approving the abandonment of the St. Louis Property and
(b) the transfer of the Allocated Amount to the Site Specific
Account.

The MDNR agrees not to oppose Confirmation of the Plan.  The MDNR
expressly agrees with the proposed treatment of the St. Louis
Property under the Plan.  The MDNR agrees not to oppose any
abandonment motion filed by the Liquidation Trust with respect to
the St. Louis Property, provided that the Allocated Amount is
transferred to the Site Specific Account in connection with any
abandonment and the other terms and conditions of their Settlement
are satisfied.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Deal Resolving Treatment of MDNRE Property
--------------------------------------------------------
Chrysler LLC and its units currently own certain real property and
related fixtures located at 6700 Lynch Road in Detroit, Wayne
County, Michigan.

Prior to the Petition Date, the Debtors conducted manufacturing
operations at a facility located on the Property, which operations
included the use of potentially hazardous substances and
materials.

The Debtors' Chapter 11 Plan of Liquidation establishes a
liquidation trust to, among other things, hold certain assets,
including the Property, and make distributions.  The Property is
first lien collateral and is subject to treatment as a "Designated
Owned Property" under the Plan.

If the Property is not sold or transferred to a third party and
becomes an Excluded First Lien Asset, the Liquidation Trust is
authorized to seek the abandonment of the Property pursuant
to the terms of the Plan.

On or before the effective date of the Plan (a) the Environmental
Reserve will be established as a Trust Account; and (b) the Owned
Property Reserve will be established as a sub-account of the
Environmental Reserve.

The funds contained in the Owned Property Reserve will be
available to fund environmental cleanup work at Designated Owned
Properties.  Under the Plan, a specific amount of cash in the
Owned Property Reserve will be allocated to each Designated Owned
Property.  The amount of the Owned Property Reserve that will be
reserved for the Property under the Plan is $500,000.

The Michigan Department of Natural Resources and Environment
alleges that Old Carco may have liability under Part 201 of
Michigan's Natural Resources and Environmental Protection Act and
the NREPA's rules for response activities or response activity
costs with respect to the Property.

However, the Debtors' Plan, as filed on January 22, 2010, did not
provide for the performance of response activities to address any
contamination at the Property.  Accordingly, MDNRE filed an
objection to the Plan.

Subsequently, the Debtors and MDNRE agreed to the treatment of the
Property and any related claims.  In a Court-approved stipulation,
the Parties agreed that:

  * if the Liquidation Trust receives approval from the
    Bankruptcy Court to abandon the Property: (a) the Property
    will be abandoned and treated consistent with applicable
    state law; and (b) concurrently with the abandonment, the
    Liquidation Trust will pay the Allocated Amount directly to
    a "Site Specific Account" established by MDNRE for the sole
    purpose of funding environmental clean-up at, or of any
    contamination released from, the Property and other MDNRE
    costs incurred with respect to the Property;

  * upon any abandonment of the Property and the transfer of the
    Allocated Amount to the Site Specific Account, the
    Liquidation Trust and the Liquidation Trustee will have no
    further obligations or liabilities to any party, including,
    but not limited to, MDNRE, with respect to the Property;

  * MDNRE agrees that, in the event that the Bankruptcy Court
    approves an abandonment of the Property, neither the
    Liquidation Trust nor the Liquidation Trustee will have any
    (i) obligation to provide any additional funding, or take
    any other action under environmental law, with respect to
    the Property other than completing the transfer of the
    Allocated Amount or (ii) liabilities in any way related to
    or arising out of MDNRE's performance of response activities
    at the Property subsequent to the execution of the Easement;

  * if the conditions that trigger payment of the Allocated
    Amount to MDNRE, the Liquidation Trust will pay the
    Allocated Amount directly into the State of Michigan's
    Environmental Response Fund;

  * if the Property is not abandoned, then MDNRE will not be
    entitled to any portion of the Allocated Amount;

  * by the Plan's effective date, to the extent not already
    provided, the Debtors will turn over to MDNRE all non-
    privileged files and records (or copies of the information)
    in their possession pertaining to the environmental
    conditions at or associated with the Property, including
    site-specific data prepared by the Debtors' consultants;

  * MDNRE agrees not to oppose any abandonment motion filed by
    the Liquidation Trust with respect to the Property, provided
    that the Allocated Amount is transferred to the Site
    Specific Account in connection with any abandonment;

  * simultaneously with the abandonment, the Liquidation Trust
    will execute and record the easement of access to the
    Property.  If the Liquidation Trust seeks to abandon the
    Property, any proposed order submitted to the Bankruptcy
    Court will provide MDNRE with a right of access to the
    Property;

  * in the case of any abandonment of the Property, the
    Liquidation Trust (i) will leave "as is" any monitoring
    wells, including off-site monitoring wells to the extent
    permitted by any access agreement between the Debtors and
    the owner of the property on which the monitoring wells are
    located; and (ii) if the monitoring wells are locked, will
    provide MDNRE with keys to the locks that are in the
    Debtors' possession; (iii) will provide to MDNRE copies of
    any agreements in its possession that the Liquidation Trust
    or the Debtors have entered into for the installation of,
    and access to, off-site monitoring wells; and (iv) will
    provide MDNRE with any keys in its possession to gates for
    any locked portion of the Property; and

  * any Claims filed by or on behalf of MDNRE on account of the
    Property, including, but not limited to, Administrative
    Claims or Priority Claims, will be deemed fully and finally
    satisfied upon (a) the Court's entry of an order approving
    the abandonment of the Property and (b) the transfer of the
    Allocated Amount to the Site Specific Account.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: GAO Says Funding for Pension Plans Uncertain
----------------------------------------------------------
The future of Chrysler Group LLC's pension plans remains uncertain
and will depend on whether the automaker returns to profitability,
according to a report released by the Government Accountability
Office.

Officials at the Department of Treasury expect the auto maker to
return to profitability, in which case Chrysler Group could likely
make the required payment and prevent its pension plan from being
terminated.  The recovery, however, depends on the
overall economy and improvement in U.S. employment, the report
said.

According to GAO's report, the funded status of Chrysler Group's
pension plan has been declining since 2008 due, in part, to the
economic downturn.  The auto maker projects it may need to make
large contributions to its plan to comply with federal minimum
funding requirement within the next five years.

Chrysler Group's funding projections reveal that about
$3.4 billion in contributions may be needed to meet its funding
requirements over the 2009 to 2015 period.

Chrysler Group intends to use credit balances to offset the
contribution requirements for some of its plans.  As of end-of-
year 2009, the auto maker had credit balances of about
$3.5 billion for its United Auto Workers Pension Plan and about
$1.9 billion across the other eight plans for which it provided
funding information.  In addition, Chrysler Group also has
$600 million in payments from Daimler to help meet its funding
requirements over the next few years.

If Chrysler Group fails to return to profitability and its pension
plan is terminated, Pension Benefit Guaranty Corp. would be hit
hard both financially and administratively, the GAO report said.

In early 2009, prior to Chrysler Group and General Motor assuming
sponsorship of their pension plans, PBGC estimated its exposure to
potential losses for the automakers' plans to be about
$14.5 billion.

The PBGC, a federal corporation, provides limited payments to
workers when employers shut down their pension plans.  The agency
is funded by insurance premiums paid by firms that sponsor
pensions.

A copy of the Government Accountability Office's report is
available at http://www.gao.gov/new.items/d10492.pdf

Chrysler Group's chances of returning to profitability should
become clearer when Fiat S.p.A., presents its five-year business
plan on April 21, 2010, according to an April 19 report by Detroit
Free Press.

Fiat, an Italy-based automaker, acquired most of the assets of
Chrysler LLC in a government-backed deal after the Michigan-based
auto maker filed for bankruptcy protection.  Fiat acquired stake
in Chrysler Group, the new company that was created under the
deal, in return for technology for new vehicles that Chrysler
Group needs.

Chrysler Group's chances of earning a profit, repaying taxpayer
loans and becoming a stable employer depend on the success of its
engineering and production work with Fiat.  A plan to more than
double Chrysler Group's annual sales from 1.3 million last year to
2.8 million by 2013 depends on the integration of global
production, engineering and sales of the auto maker and Fiat,
Detroit Free Press reported.

Chrysler Group is also set to release its financial results for
the latter part of 2009 and the first quarter of this year in a
separate statement on Wednesday.  It is not clear, however, how
much detail the auto maker will provide, according to the report.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: New Chrysler Hikes March Sales by 10%
---------------------------------------------------
Chrysler Group LLC announced promising March sales results,
posting a 10 percent increase compared with February.  All-new and
improved vehicles lead the way with both month-over-month and
year-over-year sales increases.

"New products like the 2010 Ram Heavy Duty pickup truck and Dodge
Caliber with an all-new interior are resonating with consumers,
resulting in increasing sales," said Fred Diaz, President and
Chief Executive Officer ?- Ram Truck Brand and Lead Executive for
the Sales Organization in an April 1, 2010 statement.  "Consumer
confidence indicators are up this month and traffic in dealership
showrooms continues to grow."

The company reported total U.S. sales for March of 92,623 units, a
decrease of 8 percent compared with March 2009 (101,001 units) and
an increase of 10 percent compared with last month (84,449 units).
Chrysler Group finished the month with a 58-day supply (207,510
units) of inventory, a 41 percent decline compared with March
2009.  Overall industry figures for March are projected to come in
at an estimated 12.0 million SAAR.

"Chrysler Group is pleased with the month-over-month and retail
sales improvements, we believe it is an indicator of the company's
health," said Mr. Diaz.  "Last year at this time, the old company
was buying market share with high incentives in an effort to stave
off bankruptcy; this year consumers are purchasing our products
for the quality, value and industry-leading features."

                  March U.S. Sales Highlights

    * Ram Heavy Duty pickup truck sales post a 20 percent
      increase compared with the same time last year and climb
      56 percent versus February

    * Chrysler Brand sales (19,780 units) post an 1 percent
      increase versus March 2009 and a 17 percent increase
      compared with last month

    * Chrysler Town & Country and Chrysler Sebring (sedan and
      convertible) all post year-over-year and month-over-month
      sales increases

    * Jeep(R) Brand sales (24,393 units) increase 3 percent
      versus the same time period last year and 5 percent
      compared with last month

    * Jeep Compass, Jeep Patriot, Jeep Grand Cherokee and Jeep
      Commander sales increase compared with March 2009

    * Dodge Challenger (3,211 units) post year-over-year sales
      increases of 36 percent and 50 percent month-over-month

    * Dodge Caliber sales (2,932 units) increase 30 percent
      compared with last month

                           Incentives

Chrysler Group also announced April kicks off the company's
"Minivan Event."  The company has expanded the "Minivan Pledge" to
any consumer purchasing a 2010 model year Chrysler Town & Country
or Dodge Grand Caravan.

The "Minivan Pledge" allows a consumer purchasing a new 2010 model
year Dodge Grand Caravan or Chrysler Town & Country minivan to
return the vehicle, no questions asked, within 60 days if they
aren't happy with the vehicle, or the customer can choose $500
bonus cash in lieu of the 60-day "Minivan Pledge."  Consumers
should see their participating local Chrysler, Jeep, Dodge and Ram
Truck dealer for full program rules.

"0 percent PLUS" continues through May 3 on most 2010 model year
vehicles.

                        Chrysler Brand

    0 percent financing for 36 months plus $1,000 consumer cash
    is available on most 2010 model year Chrysler vehicles.

    In addition to the "Minivan Pledge," qualified customers
    purchasing a 2010 Chrysler Town & Country are eligible for 0
    percent financing for up to 60 months, or consumer cash of
    up to $1,500

    Consumers purchasing a Chrysler 300 can choose 0 percent
    financing for up to 60 months plus $1,000 consumer cash, or
    consumer cash of up to $2,000

    Qualified customers purchasing a 2010 Chrysler PT Cruiser
    can choose 0 percent financing for 36 month, or consumer
    cash of up to $2,000

    Consumers purchasing a Chrysler Sebring can choose 0 percent
    financing for up to 60 months or 1.9 percent financing for
    72 month, or consumer cash of up to $2,000

                        Dodge Car Brand

    0 percent financing for 36 months plus up to $1,000 consumer
    cash is available on most 2010 model year Dodge car
    vehicles.

    * In addition to the "Minivan Pledge," consumers purchasing
      a 2010 Dodge Grand Caravan can choose 0 percent financing
      for 60 months, or consumer cash of up to $1,000.


    Attractive financing rates are available for longer terms

    * Consumers purchasing a 2010 Charger can choose 0 percent
      financing for up to 60 months plus $1,000 consumer cash,
      or consumer cash of up to $2,000

    * Qualified customers purchasing a 2010 Dodge Challenger are
      eligible for 1.9 percent financing for up to 60 months

    * Consumers purchasing a 2010 Dodge Journey can choose 0
      percent financing for 36 months plus up to $1,000 consumer
      cash, or consumer cash of up to $1,500. Attractive
      financing rates are available for longer terms

    * Qualified customers purchasing a 2010 Dodge Avenger or
      Dodge Nitro can choose 0 percent financing for up to 60
      months, 1.9 percent financing for 72 months or $2,000
      consumer cash Jeep Brand

                           Jeep Brand

    * Consumers purchasing a 2010 Jeep Wrangler can choose 0
      percent financing for 36 months or consumer cash of $750.
      Attractive financing rates are available for longer terms

    * Consumers who purchase a 2010 model year Jeep Liberty,
      Grand Cherokee or Commander can choose 0 percent financing
      for up to 60 months or 1.9 percent financing for 72 months
      plus bonus cash of up to $1000 from GMAC (with the
      purchase of a Liberty, Grand Cherokee or Commander) or
      consumer cash of up $4,000

                        Ram Truck Brand

    * Consumers who purchase the all-new 2010 Ram Heavy Duty can
      choose attractive financing rates through GMAC Financial
      Services of 1.9 percent financings for up to 60 months or
      3.9 percent financing for 72 months or $1,000 consumer
      cash

    * Consumers who purchase a 2010 model year Ram 1500 can
      receive a "no charge" HEMI(R) engine, or $500 bonus cash
      towards the purchase of a Ram 1500 with a 3.7L or 4.7L
      engine. In addition, they can choose 2.9 percent financing
      for up to 60 months or up to $2,500 consumer cash

    * Consumers purchasing a 2010 Dodge Dakota can choose 0
      percent financing for up to 60 months or 1.9 percent
      financing for 72 months or consumer cash of up to $2,000

                            Leasing

Chrysler Group is offering attractive lease rates on several 2010
model year vehicles.

The incentives announced are valid through April 30, 2010.

              Chrysler Canada Reports Record Sales

Chrysler Canada reported another exceptionally strong sales month,
with 19,470 units sold in March, an increase of 22 per cent over
the same month in 2009.

For the fourth consecutive month, Chrysler Canada retail sales
posted an increase of greater than 20 per cent, with March retail
sales gaining 36 per cent for the month.

"We made more records in March than Motown has in the last 10
years," Reid Bigland, President and CEO of Chrysler Canada said in
an April 1, 2010 statement.  "Our Ram Trucks, Dodge Grand Caravan,
Dodge Journey and legendary Jeep(R) Wrangler were all big hits
last month, posting record sales."

                       Sales Highlights

Two of the Top Five-selling nameplates in Canada were Chrysler
Canada vehicles: the Dodge Grand Caravan and the Ram pickup.

Sales of the Ram Heavy Duty pickup, the Motor Trend Truck of the
Year, helped propel the Ram Truck to its best March ever, with a
gain of 101 per cent on sales of 4,841 units.

"Pickup trucks are the second most popular vehicles in Canada,"
said Dave Buckingham, Vice President of Sales, Chrysler Canada.
"It's no surprise that with Motor Trend's 2010 Truck of the Year
in our corner, our Ram sales more than doubled in March over last
year."

Canada's No. 1 selling crossover, the Dodge Journey, posted an
all-time sales record in March.  Dodge Journey sales rose 66 per
cent on 2,239 units sold.

An all-time record for the month of March was also posted by the
legendary Jeep Wrangler with 1,160 units sold, an increase of 81
per cent compared with March 2009.

The Dodge Grand Caravan and Chrysler Town & Country continued
their impressive sales performance with combined sales up 43 per
cent (5,774 units), also an all-time high for the month of March.
Better than eight out of every ten Canadian minivan shoppers chose
a Chrysler minivan in March.

                    April Incentive Program

For the month of April, Chrysler Canada is launching the all-new
incentive program "Why Canada Drives Chrysler, Jeep(R), Dodge and
Ram Vehicles."  Canadians are encouraged to visit one of the
company's 440 dealerships to experience the company's incredible
lineup of industry-leading vehicles and find out why so many
Canadians drive Chrysler, Jeep, Dodge and Ram models.

From April 1 to April 30, dealers across Canada will be showcasing
our award-winning and segment-leading products such as the all-new
2010 Motor Trend Truck of the Year - Ram Heavy Duty; the country's
No. 1 selling minivan - Dodge Grand Caravan; Canada's No. 1
selling crossover - the Dodge Journey; and the most fuel-efficient
and affordable 4x4 in Canada - the Jeep Patriot.

In addition, during this exclusive one-month promotion, customers
will be eligible for $500 in "Why Canada Drives" Bonus Cash
towards the purchase of virtually any new 2010 Chrysler, Jeep,
Dodge or Ram model.  Customers will also be eligible for up to
$7,500 in Consumer Cash Discounts on nearly every 2010 Chrysler,
Jeep, Dodge and Ram vehicle.  In addition, Canadians can also
receive $1,000 in Jeep Bonus Cash, providing customers even
further value on the legendary Jeep lineup, including the 2010
Jeep Patriot, Jeep Compass, Jeep Wrangler and Wrangler Unlimited,
Jeep Liberty, Jeep Commander and Jeep Grand Cherokee.

Chrysler Canada continues to offer the most compelling purchase
finance options in the industry, which are combinable with all
retail discounts: the industry-first variable prime rate of 2.25
per cent up to 84 months or zero per cent up to 36 months on
nearly every 2010 Chrysler, Jeep, Dodge, and Ram vehicle.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CITIGROUP INC: Inks Equity Distribution Deal with Citi Global
-------------------------------------------------------------
Citigroup Inc. has entered into a continuous offering program
equity distribution agreement with Citigroup Global Markets Inc.
relating to up to 125,000,000 shares of common stock, par value
$0.01 per share.  Citigroup may offer and sell shares of Common
Stock from time to time through Citigroup Global Markets, as sales
agent.  The shares of Common Stock to be offered and sold
represent tax withholding obligations from stock compensation
received by certain Citigroup employees on or about April 21,
2010, as part of their 2009 compensation package pursuant to the
issuance of $1.7 billion of common stock equivalents to employees
in lieu of cash they would have otherwise received, as previously
announced by Citigroup on December 14, 2009.

Sales of the shares, if any, will be made by means of ordinary
brokers' transactions on the New York Stock Exchange or otherwise
at market prices, in block transactions or as otherwise agreed
with Citigroup Global Markets.  Citigroup Global Markets will not
charge Citigroup a commission for any sales of Common Stock
hereunder.

Citigroup Global Markets is not required to sell any specific
number or dollar amount of shares of Common Stock but will use its
reasonable efforts, as agent and subject to the terms of the
equity distribution agreement, to sell the shares offered, as
instructed by Citigroup.  The offering of Common Stock pursuant to
the equity distribution agreement will terminate upon the earlier
of (i) the sale of all shares of Common Stock subject to the
equity distribution agreement and (ii) the termination of the
equity distribution agreement by either party.

A full-text copy of Citi's prospectus supplement is available at
no charge at http://ResearchArchives.com/t/s?60a9

Citigroup also disclosed that stockholders, upon recommendation of
the Board of Directors, approved on April 20, 2010, amendments to
the Citigroup 2009 Stock Incentive Plan, which was first approved
by stockholders on April 21, 2009.  The amendments to the 2009
Plan (i) increase by a total of 1.15 billion shares the number of
shares of Citigroup Inc. common stock, par value $.01 per share,
that may be issued pursuant to awards under the 2009 Plan, and
(ii) change the manner of counting available shares.

The increase in the shares authorized for grant resulted from
approval of two separate amendments.  The first amendment
increased the number of shares authorized for grant by 800 million
shares.  This amendment also changed the method of counting
available shares by removing a provision in the 2009 Plan that
counted each share subject to an award other than a stock option
or stock appreciation right as 2.3 shares.

The second amendment related to a specific authorization to
immediately issue up to 850 million shares in settlement of
approximately $1.7 billion common stock equivalent awards granted
to more than 5,500 employees on January 19, 2010 and February 26,
2010.  The CSE Awards were denominated in U.S. dollars and
provided for settlement in stock in April 2010, subject to
stockholder approval.  As authorized by the second amendment, no
more than 346.24 million shares were issued in settlement of the
CSE Awards, based on the average of the high and low prices of
Citigroup common stock on the New York Stock Exchange on April 21,
2010 ($4.93 per share).  Because the shares issued in settlement
of the CSE Awards were immediately vested, this second amendment
also exempted these stock payments from the three-year minimum
vesting requirement generally applicable to awards under the 2009
Plan.

Neither the principal executive officer, the principal financial
officer, nor any named executive officer of Citigroup Inc.
received a CSE Award, and no award previously made to any such
person under the 2009 Plan, nor under any other compensatory plan,
contract or arrangement covering any such person, will be affected
by the amendments to the 2009 Plan approved by stockholders on
April 20, 2010.

Citigroup also disclosed that at its Annual Meeting of
Stockholders held on April 20, 2010:

     (1) 15 persons were elected to serve as directors of
         Citigroup;

     (2) the selection of KPMG LLP to serve as the independent
         registered public accounting firm of Citigroup for 2010
         was ratified;

     (3) a proposal to approve amendments to the Citigroup 2009
         Stock Incentive Plan (to increase authorized shares) was
         approved;

     (4) a proposal to approve the TARP repayment shares (and
         related amendments to the Citigroup 2009 Stock Incentive
         Plan) was approved;

     (5) a proposal to approve Citigroup's 2009 Executive
         Compensation was approved;

     (6) a proposal to ratify the Tax Benefits Preservation Plan
         was approved;

     (7) a proposal to approve the reverse stock split extension
         was approved;

     (8) a stockholder proposal requesting that Citigroup affirm
         its political non-partisanship was defeated;

     (9) a stockholder proposal requesting that Citigroup provide
         a semi-annual report disclosing political contributions
         was defeated;

    (10) a stockholder proposal requesting a report concerning
         over-the-counter derivatives trades was defeated;

    (11) a stockholder proposal requesting that stockholders
         holding 10% or more of Citigroup's common stock have the
         right to call special shareholder meetings was defeated;

    (12) a stockholder proposal requesting that executive officers
         retain 75% of the shares acquired through compensation
         plans for two years following termination of employment
         was defeated; and

    (13) a stockholder proposal requesting reimbursement of
         expenses incurred by a stockholder in a contested
         election of directors was defeated.

                       About Citigroup

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

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

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

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


CITIGROUP INC: Treasury Plans to Sell 1.5 Billion Shares
--------------------------------------------------------
The U.S. Department of the Treasury on Monday unveiled the next
steps in its plan to sell approximately 7.7 billion shares of
Citigroup common stock.  To enable such sales, Citigroup has filed
a prospectus supplement with the Securities and Exchange
Commission covering Treasury's sale of the common stock.

Treasury will begin selling its common shares in the market in an
orderly fashion under a pre-arranged written trading plan with
Morgan Stanley, Treasury's sales agent.  Initially, Treasury will
provide Morgan Stanley with discretionary authority to sell up to
1.5 billion shares under certain parameters.  Treasury expects to
provide Morgan Stanley with authority to sell additional shares
after this initial amount.

On April 23, 2010, the last reported sale price for Citi's Common
Stock on the New York Stock Exchange was $4.86 per share.

Pursuant to the prospectus, the aggregate offering price with
respect to the sale of 7.7 billion shares would be
$36,807,692,306.22.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?60b1

Treasury received the shares of common stock last summer as part
of the exchange offers conducted by Citigroup to strengthen its
capital base.  Treasury exchanged the $25 billion in preferred
stock it received in connection with Citigroup's participation in
the Capital Purchase Program for common shares at a price of $3.25
per common share.

Treasury required Morgan Stanley to provide opportunities for
participation by small broker-dealers, including minority- or
women-owned broker-dealers.  Small dealers interested in
participating in the program should submit their firm's name and
address, Central Registration Depository Number, and primary and
secondary contact details (e-mail and phone number) to Morgan
Stanley at ustdisposition@morganstanley.com by 5:00 PM EDT on
April 27 for further information.

These sales do not cover Treasury's holdings of Citigroup trust
preferred securities or warrants for its common stock, which will
be disposed of separately.

The offering will be made only by means of a prospectus.  Morgan
Stanley & Co. Incorporated is acting as a sales agent to Treasury.
Copies of the prospectus supplement and accompanying prospectus
relating to the offering may be obtained from Morgan Stanley & Co.
Incorporated, Attn: Prospectus Department, 180 Varick Street, New
York, NY 10014, by emailing prospectus@morganstanley.com or by
calling toll-free in the United States 1-866-718-1649.

                       About Citigroup

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

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

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

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


CNH GLOBAL: S&P Puts 'BB+' Rating on CreditWatch Developing
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB+' corporate credit rating, on CNH Global N.V. on
CreditWatch with developing implications.  Earlier, S&P placed the
ratings on parent Fiat SpA on CreditWatch with negative
implications.

"The CreditWatch placement follows the demerger announcement by
majority owner Fiat SpA, whereby it would split the company's
automotive and industrial businesses by the end of this year,"
said Standard & Poor's credit analyst Dan Picciotto.  Under the
proposed structure, a newly formed holding company to be named
Fiat Industrial SpA will own CNH, as well as Italy-based truck
manufacturer Iveco SpA, and certain other businesses.  "The
CreditWatch developing reflects the potential for Standard &
Poor's to either raise or lower its ratings on CNH, depending on
S&P's assessment of the financial risk profile under the proposed
new structure," he continued.

Standard & Poor's expects to resolve the CreditWatch listing after
the company completes the demerger and in conjunction with a
review of the capital structure and operating prospects for the
company.  S&P could revise the CreditWatch implications to
positive or negative as more information related to the proposed
financial profile emerges.

If S&P expects the company to pursue moderate financial policy and
consider liquidity adequate, S&P could raise the corporate credit
rating.  For this to occur, S&P would expect adjusted equipment
operations funds from operations to total adjusted debt to exceed
30% over the cycle and for the company to retain comfortable
access to funding sources.

Conversely, if operating performance is weak, the financial policy
appears likely to be more aggressive, or S&P does not consider
liquidity adequate, S&P could lower the ratings.  S&P could also
affirm the existing ratings if S&P still consider the company's
financial risk profile significant after the demerger.


COLONIAL MANOR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Colonial Manor, LLC
        2555 Marshall Road, Suite E
        Biloxi, MS 39531-4705

Bankruptcy Case No.: 10-50923

Chapter 11 Petition Date: April 22, 2010

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

Judge: Neil P. Olack

Debtor's Counsel: William J. Little, Jr., Esq.
                  Lentz & Little, P.A.
                  P.O. Box 927
                  Gulfport, MS 39502
                  Tel: (228) 867-6050
                  Fax: (228) 867-6077
                  E-mail: littlewj@bellsouth.net

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

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

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

The petition was signed by Todd Delano, managing member.


CONTINENTAL AIRLINES: Disagreement Arises on UAL Merger Talks
-------------------------------------------------------------
The Wall Street Journal's Susan Carey and Gina Chon report that
people familiar with the matter said Sunday disagreements have
emerged in the merger talks between UAL Corp.'s United Airlines
and Continental Airlines Inc. over which share price to use for
the stock-swap deal.  According to the Journal, the sources said
UAL and Continental were hoping to agree on a "neutral price."

The Journal also relates a person familiar with the matter said
that during discussions on Friday and Saturday, the two companies'
chief executives disagreed on what share price to use in the
merger.  The Journal says Continental thinks the fairer deal is to
use the 30-day share price prior to April 7.  United wants to use
the price the day before the deal is signed.

According to the Journal, United and Continental are in much
different positions than they were two years ago when Continental
ultimately spurned United's advances.  Continental has a new,
aggressive chief executive, both carriers are better off
financially, and the industry landscape has been altered by the
2008 merger of Delta Air Lines Inc. and Northwest Airlines, among
other things, the people said.

Sources told the Journal that if the merger does go through, Jeff
Smisek, Continental's chief executive, would become chief
executive of the combined company, while Glenn Tilton, UAL's CEO,
would become the nonexecutive chairman.  The company would be
based in Chicago, and United would be the surviving brand, the
people said, according to the Journal.

According to the Journal, based on the April 23 stock prices, the
deal would create a company valued at $6.9 billion.  Delta,
currently the No. 1 carrier by traffic, is valued at
$10.2 billion.

The Journal also reports that United's pilots union has signaled
that it may support a merger with Continental, whose pilots are
represented by the same union and earn higher wages than the
United aviators.  Continental's pilots union hasn't commented.

The Journal relates that the labor agreements on both airlines'
pilot groups are open for renewal, and United and Continental may
have to offer richer terms to ensure pilot approval, a key
challenge in successfully meshing two airlines.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  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.


CRESCENT RESOURCES: Secured Lender Opposes Plan
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that Five Mile Capital
Partners LLC filed an emergency motion asking for permission to
send a letter urging secured lenders to vote against the
reorganization plan of Crescent Resources LLC.  Five Mile now
wants creditors to vote "no" because corporate governance
documents filed after approval of the disclosure statement provide
that the board of the reorganized company will have "no fiduciary
duty of care or fiduciary duty of loyalty" to the Company.

The deadline for voting is May 10.  The hearing for confirmation
of the plan is set for May 20.

Crescent Resources LLC filed an amended reorganization plan on
March 11.  Significant terms of the Amended Plan include:

   -- Holders of prepetition secured debt will receive a
      combination of reinstated debt and 100% of the equity of the
      reorganized company.  Holders of the prepetition lenders
      claims aggregating $1.55 billion will recover 38% of their
      claims.

   -- General unsecured creditors owed a total of $305.4 million
      will receive an interest in a litigation trust to be formed
      as part of the Plan.

   -- Various project level lenders will have their existing debt
      reinstated.

Lazard estimates the Reorganized Debtors' enterprise value to
range from $588 million to $665 million, with a midpoint of
roughly $626 million.  The Reorganization Value was based on the
estimated enterprise value of the operations and assets of the
Reorganized Debtors through the application of, among other
analyses, a discounted cash flow valuation methodology of the
Debtors' operations using a range of discount rates from 15% to
20%, which imputed a present value of free cash flows of those
operations over the life of the business.

Black-lined versions of the Amended Plan and Disclosure Statement
are available for free at:

    http://bankrupt.com/misc/Crescent_AmendedDS.pdf
    http://bankrupt.com/misc/Crescent_AmendedPlan.pdf

The Official Committee of Unsecured Creditors is opposing the
Plan.  It believes that a Chapter 7 liquidation will yield higher
recoveries for unsecured creditors.

                     About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09-
11507).  The Hon. Craig A. Gargotta presides over the case.
Attorneys at Weil Gotshal Manges LLP represent the Debtors in
their Chapter 11 cases.  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., serves as the Debtors' co-counsel.  Garden City
Group serves as claims and notice agent.  The Debtors disclosed
more than $1 billion each in assets and debts when they filed for
bankruptcy.


DAN STANBROUGH: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dan Stanbrough, L.C.
          aka Keck City Center
        600 - 42nd Street
        Des Moines, IA 50312

Bankruptcy Case No.: 10-02061

Chapter 11 Petition Date: April 23, 2010

Court: U.S. Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Anita L. Shodeen

Debtor's Counsel: Jerrold Wanek, Esq.
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  E-mail: wanek@dwx.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 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/iasb10-02061.pdf

The petition was signed by Daniel J. Stanbrough, manager.


DOLLAR THRIFTY: Hertz Signs Definitive Agreement to Acquire Firm
----------------------------------------------------------------
Hertz Global Holdings, Inc. and Dollar Thrifty Automotive Group
signed a definitive agreement providing for Hertz to acquire
Dollar Thrifty for a purchase price of $41.00 per share, in a mix
of cash and Hertz common stock, based on Friday's closing stock
price.  When completed, Hertz anticipates that the transaction
will be immediately accretive to annual adjusted earnings per
share.

Mark P. Frissora, Hertz's Chairman and Chief Executive Officer,
said, "Combining Hertz and Dollar Thrifty is an excellent
strategic fit.  Dollar Thrifty is a $1.6 billion business with
more than 1,550 corporate and franchise rental locations worldwide
which, when combined with our global network, will serve rental
customers on six continents from approximately 9,800 locations.
Together we will be able to compete even more effectively and
efficiently against other multi-brand car rental companies,
offering customers a full range of rental options in the U.S.
between the Hertz, Dollar, Thrifty and Advantage brands.  Dollar
Thrifty also has a strong international presence, complementing
our global footprint, which enables us to utilize a recognized
brand to accelerate our leisure rental strategy in Europe and
other markets.  Financially, we believe the deal is attractive,
accretive to earnings and structured to maintain Hertz's strong
credit profile.  We've identified at least $180 million of
synergies already, primarily in fleet, IT systems and procurement,
enabling our companies to operate at an even lower cost," he
added.

Scott L. Thompson, Dollar Thrifty's President and Chief Executive
Officer, said, "The combination of Dollar Thrifty with a larger
company like Hertz will provide Dollar Thrifty with greater
resources and the technology needed to expand our value focused
leisure brands.  We see the combination of our brands with Hertz's
brands as very compelling."

Under the terms of the definitive agreement, the $41.00 per share
purchase price is comprised of 80% cash consideration and 20%
stock consideration.  The cash portion will be paid in two
components; (1) a $200 million special cash dividend representing
approximately $6.88 per share, to be paid by Dollar Thrifty
immediately prior to the transaction closing and (2) $25.92 per
share to be paid by Hertz at the closing.  The stock is at a fixed
exchange ratio of 0.6366 per share, based upon a Hertz common
stock closing price of $12.88 per share on April 23, 2010.  The
$41.00 per share purchase price represents approximately a 19%
premium to the 30-day average closing price of Dollar Thrifty's
common stock.  At the closing, Hertz will issue an aggregate of
approximately 18 million shares of its common stock (excluding
shares issuable upon the exercise of options that are being
converted to Hertz options) and pay an aggregate of approximately
$750 million in cash (excluding the special $200 million Dollar
Thrifty dividend).  Hertz intends to fund the cash portion of the
purchase price with existing liquidity from the combined company.
Hertz will also assume or refinance Dollar Thrifty's existing
fleet debt, outstanding at closing.  Upon the close of the
transaction, Dollar Thrifty stockholders will own approximately
5.5% of the combined company on a diluted basis.  Dollar Thrifty
will become a wholly-owned subsidiary of Hertz and Dollar Thrifty
common stock will cease trading on the NYSE.

The transaction is subject to customary closing conditions,
regulatory approvals, approval by Dollar Thrifty stockholders and
payment of the special dividend.  The transaction is not
conditioned on receipt of financing by Hertz.

Barclays Capital acted as lead financial advisor to Hertz and Bank
of America Merrill Lynch also provided advice.  Hertz also worked
with the law firms Debevoise & Plimpton LLP and Jones Day.  Dollar
Thrifty was advised by J.P.Morgan and Goldman, Sachs & Co. and the
law firm of Cleary Gottlieb Steen & Hamilton LLP.

                       About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

The Company's balance sheet at Dec. 31, 2009, showed $2.64 billion
in total assets and $2.25 billion in total liabilities.

In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3'


DOLLAR THRIFTY: DBRS Assigns 'B' Issuer & Sr. Unsec. Debt Ratings
-----------------------------------------------------------------
DBRS has assigned an Issuer Rating of B (high) and a Senior
Unsecured Debt rating of B to Dollar Thrifty Automotive Group,
Inc. (DTAG or the Company).  The trend on all ratings is Stable.
The ratings reflect the Company's strengthening balance sheet
metrics, the acceptable financial performance, and the overall
stable franchise.  The ratings also consider the Company's
reliance on secured sources of funding and limited diversification
of revenues.

DBRS views DTAG's improving financial performance, in the
difficult operating environment, as a factor supporting the
ratings.  During 2009, DTAG recorded net income of $45.0 million,
a significant improvement over the $346.7 million loss recorded in
2008.  Importantly, corporate adjusted EBITDA increased to $99.4
million as compared to a loss in 2008.  Additionally, 4Q09 was the
fourth consecutive quarter of year-over-year improvement in
EBITDA.  While pricing and volumes improved, profitability
benefited from the large net gains on disposition of vehicles owed
to recovery in the used vehicle market.  The Company benefits from
the flexibility derived from the significant presence of variable
costs in the overall cost structure.  In 2009, DTAG removed 13.5%
of direct operating costs by reducing average fleet size by almost
15%, while also extending the average age of the fleet.

The improved balance sheet metrics are a considerable factor in
the rating.  During 2009, the Company reduced vehicle related debt
by $740.4 million.  Meanwhile, the balance sheet also benefited
from $120.6 million of new equity raised in October 2009.  At
December 31, 2009, debt-to-equity, including vehicle related debt,
was a low 4.4x.  Importantly, the Company has no net corporate
debt.

DTAG's overall solid business franchise is underpinned by the
Company's strategy of focusing on the value-priced leisure travel
market.  DTAG has maintained consistent market share through
various business cycles evidencing strength in the brand and an
ability to defend the franchise in an intensely competitive
industry.  Although, the Company continues to be successful in its
niche, DBRS sees the Company's narrow focus as limiting market
share growth and revenue diversification.

While DBRS recognizes the recent actions taken by the Company to
improve the funding profile, the secured wholesale funding
concentration is considered a weakness.  As of December 31, 2009,
the Company had $570 million of vehicle-related debt scheduled to
mature in 2010, and an additional $500 million due to mature in
both 2011 and 2012.  DBRS views this refinancing as manageable and
notes that the Company has sufficient available unrestricted cash
on its balance sheet to meet 2010 maturities, excluding 2010
operating cash flows.  Moreover, the secured financing markets
continue to improve.  To this end, DTAG completed a $200 million
two year, asset-backed note issuance in April 2010, refinancing a
portion of the 2010 vehicle related debt maturities.  The one-
notch differential between the Issuer Rating and the Senior
Unsecured Debt rating reflects the dominance of secured debt in
the debt stack

The trend is Stable.  DBRS anticipates DTAG's profitability will
continue to improve as 2010 progresses, as the operating
environment for the daily rental car industry recovers.  The
Stable trend also reflects DBRS's view that DTAG will continue to
be successful in rolling its vehicle debt at maturity at
increasingly more cost-effective terms.


DRUG FAIR: To Present Plan for Confirmation June 3
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Drug Fair Group Inc.
has received approval of the disclosure statement explaining its
Chapter 11 plan.  It is now scheduled to present the plan for
confirmation on June 3.

According to the report, unsecured creditors are expected to
recover 0.5% under the Plan.  Secured creditors, with about $64.5
million in claims, were fully paid by the store sales and
liquidations.  The Company now is holding some $2.5 million for
distribution to unsecured creditors that resulted from a
settlement with the lenders.  In June, the Official Committee of
Unsecured Creditors reached a settlement with secured lenders
designed to insure a distribution to unsecured creditors.

                       About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897).  Domenic
E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, represent the Debtors in their
restructuring efforts.  Warren J. Martin, Jr., Esq., and Brett S.
Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the
official committee of unsecured creditors as counsel.  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the creditors committee
as Delaware counsel.  J.H. Cohn LLP is the creditors committee's
financial advisors and forensic accountants.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice and claims agent.  The
Debtors listed assets of $50 million to $100 million and debts of
$100 million to $500 million.

After commencing the Chapter 11 cases, the Debtors began going out
of business sales at approximately 24 locations.  On April 27,
2009, the Court approved the sale of 31 remaining stores to
Walgreen Co. for about $54 million.  The Debtors are winding down
assets not included in the transactions.


E*TRADE FINANCIAL: DBRS Affirms Issuer Debt Rating at 'B'
---------------------------------------------------------
DBRS has commented that its ratings of E*TRADE Financial
Corporation (E*TRADE or the Company) remain unchanged after the
Company's 1Q10 earnings announcement.  DBRS rates E*TRADE's Issuer
& Senior Debt at B (high) and E*TRADE Bank's Deposits & Senior
Debt (the Bank) at BB.  All ratings, except the Short-Term
Instruments of the Bank, have a Negative trend.  The Company
reported a net loss of $48 million in the quarter, following a net
loss of $67 million in 4Q09 and a net loss of $233 million in
1Q09.  While still not generating sufficient operating income
before provisions and taxes (IBPT) to absorb still elevated
provisions, DBRS views positively the Company's continued strength
in online brokerage, improving trends in loan credit, and
strengthened financial condition.

The much improved earnings performance year-over-year was largely
driven by strength in net interest income combined with a 41%
decline in loan loss provisions.  Net interest income rose to $320
million, up 15% versus 1Q09.  This increase was driven by a 62
basis point improvement in E*TRADE's enterprise net interest
spread to 2.96%, even as average interest earning assets declined
by 5%.  On the asset side, spread improvement was helped by the
rolling off of the loan portfolio and investing in agency
securities.  Additionally, higher yielding margin balances were up
in 1Q10.  On the funding side, a shift in deposit mix into
brokerage cash from bank cash and the rolling off of long-term
repos at higher funding rates has lowered E*TRADE's cost of
funding.  Improved net interest income drove increased operating
IBPT of $242 million, up 18% on a linked quarter basis and 19%
year-over-year.

Despite improved revenues and cost control, operating IBPT covered
just 90% of still elevated provisions.  Though improving, credit
performance still remains E*TRADE's biggest challenge.
Positively, provisions are declining as the Company continues to
work with third parties to combat delinquencies and restructure
loans in its loan portfolios.  At-risk delinquencies declined by
8% on a linked quarter basis, driven by a decline in home equity
at-risk delinquencies of 13%.  E*TRADE's largest loan portfolio,
one-to-four family loans of $9.8 billion, saw a decline in at-risk
delinquencies of 5% quarter-over-quarter.  Net charge-offs, while
still elevated at $288 million, declined by 11% versus 4Q09.  The
Company continues to reduce its balance sheet by running off its
loan portfolios, which declined by $1.0 billion in the quarter, of
which approximately $700 million was due primarily to prepayments
and with a portion of the decline from principal reductions.

Despite the continued quarterly losses, DBRS sees the Company
having success with the strengthening of its core brokerage
franchise, as indicated by its strong business performance.  The
Trading and Investment segment, which is largely the online
brokerage franchise, generated net income of $186 million in 1Q10,
compared to $191 million in 4Q09 and $140 million in 1Q09.  Though
daily average revenue trades (DARTS) in the U.S. declined by 2%
from the prior quarter and 11% year-over-year, the Company still
achieved DARTS of 155,000 in the quarter.  While brokerage
accounts were virtually flat quarter-over-quarter at $2.6 million,
new brokerage assets were $2.2 billion in the quarter,
demonstrating a focus on increasing the quality of accounts rather
than quantity. E*TRADE continues to pursue its focused strategy of
expanding its customer relationships with long-term investors.

DBRS views E*TRADE as well-capitalized in the current environment,
with a Tier 1 capital to risk-weighted assets ratio of 13.08% at
March 31, 2010, up from 10.53% a year ago.  Positively, the Bank
was a capital generator in the quarter rather than a user of
capital, bringing excess risk-based capital in the Bank to $947
million from $444 million a year ago.  E*TRADE expects to generate
capital in the Bank for the full year 2010. Through its successful
debt exchange offer in 2009, the Company more than halved its
corporate interest expense to $41 million.  The Company stated
that it expects to make a cash payment for its May 31 coupon on
its Springing Lien Notes, which E*TRADE has the option to pay-in-
kind or in cash.

While DBRS maintains a Negative trend on the rating, indicating
the pressure of negative earnings, elevated credit costs, and
maintaining sufficient capitalization, DBRS views positively
management's success with its restructuring and its focus on the
core client franchise.  The Company's return to profitability
later in 2010 remains a possibility, which bodes well from a
ratings perspective.


ELISSEOS MERGIANOS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Elisseos NMN Mergianos
          aka Saki Mergianos
              Elliseos Mergianos
        320 Southlake Road
        Columbia, SC 29223

Bankruptcy Case No.: 10-02889

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Debtor's Counsel: Reid B. Smith, Esq.
                  Price Bird Smith & Boulware PA
                  1712 St Julian Place, Suite 102
                  Columbia, SC 29204
                  Tel: (803) 779-2255
                  E-mail: reid@pricebirdlaw.com

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

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

According to the schedules, the Debtor says that assets total
$465,830 while debts total $1,099,981.

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/scb10-02889.pdf

The petition was signed by the debtor.


ELITE PHYSICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Elite Physical Therapy, Inc.
        235 Newbury Street
        Danvers, MA 01923

Bankruptcy Case No.: 10-14373

Chapter 11 Petition Date: April 23, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Lawrence R Plavnick, Esq.
                  McLane, Graf, Raulerson & Middleton
                  300 TradeCenter, Suite 6400
                  Woburn, MA 01801
                  Tel: (781) 904-2693
                  Fax: (781) 904-2701
                  E-mail: lawrence.plavnick@mclane.com

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company says that assets total $0
while debts total $1,496,555.

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/mab10-14373.pdf

The petition was signed by Edward Harding, officer.


EVERGREEN GAMING: Nevada Gold to Acquire Seven Mini-Casinos
-----------------------------------------------------------
Nevada Gold & Casinos, Inc., has reached an agreement to acquire
seven mini-casinos in the state of Washington for $11.1 million.
The casinos are currently owned by subsidiaries of Evergreen
Gaming Corporation, a British Columbia corporation, which is under
bankruptcy court protection.  The transaction will be financed by
cash on hand as well as a $5.1 million note issued to Evergreen's
current senior lender.

"This is an attractive acquisition opportunity that includes many
of the attributes we are currently looking for in deals, including
an attractive purchase price and financing from the seller's
current senior lender.  Upon closing, Nevada Gold will be the
largest operator of mini-casinos in the state of Washington. As we
stated during our recent earnings call, recent trends at our
Washington casinos have been strong.  We believe this acquisition
will integrate seamlessly into our existing management
infrastructure and the additional mini-casinos will benefit from
many of the changes we have implemented at our current
facilities," said Robert Sturges, CEO of Nevada Gold.

The seven casinos are The Silver Dollar Seatac, The Silver Dollar
Renton, The Silver Dollar Mill Creek, The Silver Dollar Tukwila,
Club Hollywood, located in Shoreline, the Royal Casino located in
Everett and The Golden Nugget Casino located in Tukwila. All of
the casinos are located in western Washington.  Combined, the
facilities have a total of 138 table games including blackjack,
Spanish 21 and other popular banked table games.

Closing of the acquisition is subject to the bankruptcy court
process which commenced April 22, 2010.

                         About Nevada Gold

Nevada Gold & Casinos, Inc. of Houston, Texas is a developer,
owner and operator of gaming facilities in Colorado and
Washington. The Colorado Grande Casino in Cripple Creek, Colorado,
the Crazy Moose Casino in Pasco, Washington, the Coyote Bob's
Roadhouse Casino in Kennewick, Washington and the Crazy Moose
Casino in Mountlake Terrace, Washington are wholly owned and
operated by Nevada Gold. The Company has an interest in Buena
Vista Development Company, LLC which is working with the Buena
Vista Rancheria of Me-Wuk Indians on a Native American casino
project to be developed in the city of Ione, California. For more
information, visit http://www.nevadagold.com/


EXCEL DAIRY: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Thief River Falls Times & Northern Watch reports that Excel Dairy
made a voluntary filing under Chapter 11.  The Company has until
Aug. 5, 2010, to file a plan of reorganization and disclosure
statement.

According to the report, in January, the Minnesota Pollution
Control Agency Citizen issued a notice of intent to deny the
reissuance of the company's National Pollutant Discharge
Elimination System and State Disposal System permit.  The notice
stated that Excel Dairy failed to comply with all applicable state
and federal pollution control statutes and rules administered by
the MPCA or the conditions of the permit.

Excel Dairy operates a dairy facility in Thief River Falls.


EXTENDED STAY: Centerbridge-Paulson Approved as Stalking Horse
--------------------------------------------------------------
Extended Stay Inc. has received Bankruptcy Court approval of
bidding procedures that will govern an auction to select an
investor to sponsor its proposed plan of reorganization.  The
company is moving forward with the auction process, pursuant to
which bids are due on May 17. The auction will take place on
May 27.

"The Court's decision to approve the bidding procedures will
enable Extended Stay to maximize value for the benefit of the
Debtors' estates," said Ari Lefkovits of Lazard Freres & Co.,
L.L.C., the company's financial advisor.  "The auction will
facilitate the competitive process already underway and be open to
any qualified party, with the goal of developing a plan of
reorganization that provides the Debtors' estates with the
greatest recovery.  Moreover, it will establish a transparent
process by which the company can select a plan sponsor and emerge
from bankruptcy expeditiously."

Gary DeLapp, the chief executive officer of HVM, L.L.C., which
manages the business, added, "We are looking forward to working
with all potential plan sponsors and intend to provide assistance
to all interested parties so that the highest value can be
realized."

On April 2, 2010, Extended Stay executed a commitment letter with
Centerbridge Partners LP and Paulson & Co. Inc. to sponsor and
fund a plan of reorganization.  Extended Stay is soliciting
competing proposals that provide greater value than the current
offer.

According to the approved bidding procedures, those wishing to
participate in the auction must submit a binding and committed
proposal in writing to Lazard, along with a $150 million deposit
on or before May 17, 2010 at 3:00 p.m. (Eastern Time).

An auction will be held May 27 at the offices of Weil, Gotshal &
Manges LLP in Manhattan to consider the proposals and select the
successful bid.  A copy of the Notice of Auction, which includes
the contact information for Lazard, is attached.

Mr. DeLapp said that while operations at Extended Stay's 666 hotel
properties have continued without interruption throughout the
restructuring and sale process, HVM, L.L.C. looks forward to the
Debtors finalizing the terms of their plan of reorganization.

                       Terms of the Auction

According to Bill Rochelle at Bloomberg News, the Company is
precluded from negotiating a higher offer after the May 27 auction
unless the bankruptcy judge rules that Extended Stay's
reorganization plan won't be confirmed.

Extended Stay will pay as much as $20 million in expense
reimbursement if the winner of the auction never is able to
complete the transaction because the plan isn't confirmed. The
right to a fee doesn't become firm until the bankruptcy court
approves the disclosure statement approving the reorganization
plan.

During the past month, Starwood Capital Group LLC, on one hand,
and Centerbridge Partners LP and Paulson & Co., on the other, have
presented counter offers to be the lead bidder at the auction.

Extended Stay eventually selected Centerbridge and Paulson after
the group matched $905 million offered by Starwood while deleting
a $19.5 million fee and other Starwood provisions.  Centerbridge
and Paulson also made a $150 million deposit.  The judge has
approved Extended Stay's selection of Centerbridge-Paulson as
stalking-horse bidder at the auction.

                        About Extended Stay

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

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

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


FAIRFIELD RESIDENTIAL: Och-Ziff Can Back Out of Investment Deal
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Fairfield
Residential LLC has obtained court approval for a settlement that
allows Och-Ziff Capital Management to back out of a $119.5 million
deal to invest in the apartment-complex owner.

As reported by the Troubled Company Reporter on April 22, 2010,
the Debtors sought approval of the settlement agreement entered
among California State Teachers' retirement System and Och-Ziff
Real Estate Acquisitions LP.

The terms of the settlement include, among other things:

   a. Acquisitions will immediately withdraw as a new money
      investor pursuant to the Plan;

   b. The parties' March 5 agreement will be terminated; and

   c. CalSTRS will irrevocably and unconditionally release
      Acquisitions from any and all charges.

CalSTRS and Acquisitions served as new money investors, agreeing
to invest, in the aggregate, $119.5 million in the Debtors'
reorganization.  To facilitate the complex series of transactions,
CalSTRS and Acquisitions entered into the Och-Ziff Real
Estate/CalStrs Proposed Investment in Fairfield/Newco letter
agreement dated as of March 5, 2010.  One of the key provisions
had the effect of locking-up CalSTRS with Acquisitions through
June 30, 2010.

The Debtors relate that after the approval of their Disclosure
Statement, they reviewed Acquisitions' communications with
potential third party investors and determined to withdraw
Acquisitions from the Chapter 11 process.

The Debtors believe that the settlement will allow third party
investors to conduct due diligence, move forward with an
alternative transaction and facilitate the Debtors' emergence from
Chapter 11.

                   About Fairfield Residential

San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients.  FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.

The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Delaware Case No. 09-14378).  Daniel J. DeFranceschi,
Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors is represented by Brett H. Miller, Esq.,
Stefan W. Engelhardt, Esq., and Melissa A. Hager, Esq., at
Morrison & Foerster LLP; and William E. Chipman Jr., Esq., Kerri
K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath &
Cobb LLP.  Fairfield Residential listed $100,000,001 to
$500,000,000 in assets and more than $1,000,000,000 in
liabilities.  Dow Jones says Fairfield listed assets worth
$958 million and liabilities of nearly $835 million.


FAIRVUE CLUB: Creditors Have Until June 30 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
established June 30, 2010, as the last day for any individual or
entity to file proofs of claim against Fairvue Club Properties,
LLC.

Gallatin, Tennessee-based Fairvue Club Properties, LLC, filed for
Chapter 11 (Bankr. M.D. Tenn. Case No. 09-13807) on December 1,
2009.  William L. Norton, III, Esq., at Bradley Arant Boult
Cummings LLP, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
liabilities as of the Petition Date.


FIDDLER'S CREEK: Golf Member Sues Developer of Fraud
----------------------------------------------------
Aisling Swift at Naples News reports that Matthew Suffoletto,
Raymond David, Steven Taub and Stephen Shulman who purchased golf
memberships at Fiddler's Creek sued developer Aubrey Ferrao in the
U.S. District Court in Fort Myers, accusing Mr. Ferrao of
pocketing $10 million in membership fees that were to be held in
escrow.  The lawsuit seeks compensatory damages under claims that
include corporate conversion, breach of fiduciary duty and
piercing the corporate veil.

                       About Fiddler's Creek

Fiddler's Creek, LLC, et al., each own, operate and/or are
otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the City of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime land
in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Naples, Florida-based Fiddler's Creek, LLC, filed for Chapter 11
bankruptcy protection on February 23, 2010 (Bankr. M.D. Fla. Case
No. 10-03846).  The Company estimated assets and debts at
$100,000,001 to $500,000,000.


FILI ENTERPRISES: Can Use BofA's Cash Collateral Until May 13
-------------------------------------------------------------
The Hon. Peter W. Bowie of the U.S. Bankruptcy Court for the
Southern District of California authorized Fili Enterprises, dba
Daphne's Greek Cafe, to use cash collateral securing the Debtor's
obligation to Bank of America, N.A., until May 13, 2010.

The Debtor would use the cash collateral to fund its business
operations.

As reported in the Troubled Company Reporter on March 26, 2010,
Bank of America asserted that the cash collateral constitute:

   (a) certain prepetition obligations owed to Bank of America
       were, as of the petition date, secured by liens on and
       security interests in substantially all of the Debtor's
       personal property and other assets; and

   (b) the cash proceeds on hand as of the petition date and the
       cash proceeds generated from the postpetition use and
       sale of the prepetition collateral.

To secure the adequate protection claims, the Court grants BofA
(1) adequate protection payments; and (2) replacement security
interests in, and liens upon, the prepetition collateral, all
postpetition proceeds and all postpetition assets of the Debtor.

San Diego, California-based Fili Enterprises, Inc. -- dba Daphne's
Greek Cafe, aka Daphne's Greek Express -- filed for Chapter 11
bankruptcy protection on January 11, 2010 (Bankr. S.D. Calif. Case
No. 10-00324).  Brendan Collins, Esq., and Natasha Johnson, Esq.,
at DLA Piper LLP (US), assist the Company in its restructuring
effort.  In its schedules of assets and liabilities, the Company
disclosed total assets of $16,723,356 and total liabilities of
$16,335,468.


FIRSTGOLD CORP: Cedes Control of All Assets to Secured Lenders
--------------------------------------------------------------
Firstgold Corp. on January 27, 2010 voluntarily filed for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy
Code.  The filing was made in the United States Bankruptcy Court,
District of Nevada.  Since the date of that filing Firstgold's
current management continued to operate the Company as debtor-in-
possession subject to the supervision and orders of the Bankruptcy
Court.

Additionally, Firstgold's management has held discussions with
several groups in an attempt to establish and fund a
reorganization plan for Firstgold.  Unfortunately, management was
unable to establish a reorganization plan that would timely fund
the recommencement of operations and satisfy the secured creditor
obligations.

At a bankruptcy hearing held on April 20, 2010, Firstgold's
management reported its inability to timely develop a
reorganization plan to restart business operations.  In light of
the foregoing, Firstgold stipulated to allowing its primary
secured lenders, Platinum Long Term Growth, LLC and Lakewood
Group, LLC, to pursue their contractual and state law rights and
remedies to foreclose and take possession of all collateral
securing their debt obligations with Firstgold pursuant to their
security interests.  The collateral securing their debt
obligations includes substantially all of Firstgold's assets
including the Relief Canyon Mine property and all improvements to
the mine property.  In addition, Firstgold agreed to relinquish
possession of the collateral to allow Platinum and Lakewood to
preserve and protect such collateral as of April 21, 2010.

Platinum and Lakewood may now choose to foreclose on their
security interest and take possession of the collateral or may
attempt to sell such assets in place.

Upon a sale of the collateral Platinum and Lakewood would be
entitled to full payment of their debt obligation, which currently
exceeds $19.3 million.  Unsecured creditors and stockholders will
not realize any further value from the Firstgold assets unless and
until the obligations of the secured creditors have been
satisfied.

"A disappointing finish... we had hoped to be able to restructure
but unfortunately given the circumstances we were not able to
achieve our objective.  The CFIUS decision to reject the Northwest
offer really set us back and unfortunately we have never
recovered," commented Firstgold CEO Terry Lynch.

Firstgold will continue in a Chapter 11 status which will allow
Firstgold's management to pursue a possible reorganization of the
corporate entity with another company.  The next status conference
hearing relating to the Firstgold corporate entity is set for
May 11, 2010.


FONTAINEBLEAU LV: Converted to Chapter 7 as Assets Sold to Icahn
----------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its debtor-affiliates
sought and obtained an order from the U.S. Bankruptcy Court for
the Southern District of Florida converting their Chapter 11 cases
to ones under Chapter 7 of the Bankruptcy Code.

To recall, the Court approved the sale of substantially all of the
Debtors' assets to Icahn Nevada Gaming Acquisition, LLC, on
January 29, 2010.  The sale closed on February 18.

The Debtors pointed out that Section 1112(a) of the Bankruptcy
Code affords a debtor the absolute right to convert a Chapter 11
case to a case under Chapter 7 at any time.  They added that each
of them meets all of the requirements for conversion as set forth
in Sections 1112(a)(1) to (3).

At the Debtors' behest, the Court directed their banks to honor
postpetition checks issued prior to entry of the order converting
their cases.  As of April 9, 2010, the Debtors have 19 outstanding
checks:

           Account No.             Amount
           -----------             ------
                352               $32,754
                354                27,400
                279                 9,000
              10178                 8,121
                353                 6,430
              10177                 4,418
              10038                 3,297
                358                 2,256
              10180                 1,802
              10182                 1,747
              10172                 1,633
              10179                 1,633
              10181                 1,177
                359                   614
                357                   500
                356                    99
              10035                    89
              10174                    89
                355                    39

        Court's Conditional Approval Deemed Final

Prior to the Court's final approval of the conversion, Judge A.
Jay Cristol entered an order on April 12, 2010, conditionally
converting the bankruptcy cases to Chapter 7 cases subject to
negative notice.  Judge Cristol said in his ruling that if any
party-in-interest has an objection to the conversion, it may file
a motion to vacate the Conditional Order by April 19, 2010.

Because no Motion to Vacate has been timely filed, Judge Cristol
ruled on April 19, 2010, that the Conditional Order is deemed
final.  He directed the United States Trustee to appoint a Chapter
7 Trustee for the Debtors.

Accordingly, the Office of the United States Trustee appointed
Soneet Kapila as the Debtors' Chapter 7 Trustee.

Judge Cristol directed the Debtors to:

  (a) upon the Order becoming final, turnover to the Chapter 7
      trustee all records and property of the bankruptcy estate
      under their custody and control as required by Rule
      1019(4) of the Federal Rules of Bankruptcy Procedure;

  (b) within 30 days of the Order becoming final, file an
      accounting of all receipts and distributions made.  A copy
      of the report must be served on the U.S. Trustee; and

  (c) file, within 14 days of the Order becoming final:

      * a schedule of unpaid debts incurred after the Petition
        Date and a supplemental matrix and certification in the
        format required by Local Rule 1019-1(B);

      * notify creditors; and

      * file statements and schedules.

Moreover, the Debtors' attorney, any examiner appointed by the
Court, or any other professional person employed under Section 327
or 1103 of the Bankruptcy Code, will file within 90 days after the
date of the post-conversion meeting, an application for
compensation for outstanding fees and expenses incurred during the
Chapter 11 administration.  Any retainers received, which are not
approved will be subject to turnover to the Chapter 7 trustee.

Judge Cristol held that in no event will any trustee be entitled
to compensation based on a percentage of the receipt of the
approximate $102 million of proceeds from the sale of the Debtors'
assets to Icahn Nevada Gaming Acquisition, LLC, as these funds are
already in the estate and will not have been acquired by the
trustee.  However, he noted, the trustee and his counsel are
entitled to reasonable compensation for ordinary and necessary
work performed in the administration of the estate and
distribution of the approximate $102 million.

               Parties Seek Clarification

The Debtors, the U.S. Trustee, the M&M Lienholders and the
Contractor Claimants have asked the Court to modify or clarify its
Conditional Order.

At the Debtors' behest, the Court clarified that the Conditional
Order also cover payment of checks issued by the Debtors prior to
the date of conversion of the cases rather than the date of the
Conditional Order.

Donald F. Walton, the United States Trustee for Region 21, ask the
Court to modify the Conversion Order to provide for allowance of
payment of the Chapter 7 Trustee's professionals from the sale
proceeds.  He asserted that the language in the Conditional Order
may unintentionally deprive the Chapter 7 Trustee from fair
compensation.

The M&M Lienholders and the Contractor Claimants ask the Court to
modify the Order to include provisions regarding the preservation
of documents, data and tangible things, which may be relevant in
their adversary proceeding entitled Wilmington Trust, FSB, as
Administrative agent v. A1 Concrete Cutting & Demolition, et al.
The M&M Lienholders believe that numerous documents, which are
relevant to the claims and defenses of the adversary proceeding
parties are in the possession, custody or control of the Debtors.

Wilmington Trust FSB, as administrative agent; Term Lender
Steering Group; and TracTel, LTD., filed separate joinders in
support of the relief requested in the Motion to Modify.

                       Debtors Object

The Motion to Modify is an ill-conceived attempt to hold the
Debtors and their counsel hostage in Chapter 11 proceedings, which
have no prospects for the confirmation of a plan of either
reorganization or liquidation, Scott L. Baena, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP, in Miami, Florida --
sbaena@bilzin.com -- alleges.  He points out that the Federal
Rules of Bankruptcy Procedure and the Conversion Order already
require the Debtors to turnover to the Chapter 7 trustee all
records and property of the bankruptcy estate under their custody
and control.

"It appears the Motion seeks to condition the Debtors'
unconditional right to convert their cases to chapter 7 upon their
compliance with discovery requests the Court has already abated,
in an adversary proceeding in which the Debtors are not parties,
concerning property which the [M&M Lienholders] assuredly claim is
not property of the Debtors' estates," adds Mr. Baena.

The Court will convene a hearing today, to consider the U.S.
Trustee's, the M&M Lienholders' and the Contractor Claimants'
requests.

                  About Fontainebleau Las Vegas

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

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FONTAINEBLEAU LV: District Court Issues Schedule for MDL Action
---------------------------------------------------------------
Three actions involving Fontainebleau Las Vegas Holdings, LLC, and
its debtor-affiliates are consolidated under a multidistrict
litigation before Judge Alan S. Gold of the United States District
Court for the Southern District of Florida.  The MDL action, with
case number 1:09-md-02106-ASG, is entitled Fontainebleau Las Vegas
Contract Litigation.

The MDL actions are:

  (a) 09-CV-21879-GOLD -- Fontainebleau Las Vegas LLC v. Bank of
      America, N.A. et al;

  (b) 09-CV-23835-GOLD -- Avenue CLO Fund, Ltd. et al v.
      Sumitomo Mitsui Banking Corporation et al.; and

  (c) 09-cv-08064 -- ACP Master, Ltd., et al. v. Bank of
      America, N.A., et al., S.D. New York.

The MDL proceeding is referred to Magistrate Judge Ted E.
Bandstra.

As previously reported, Fontainebleau's adversary proceeding
against BofA, et al., and the Avenue action were closed so they
can be litigated as part of the MDL proceeding.

Judge Robert L. Miller, Jr., acting chairman of the United States
Judicial Panel on Multidistrict Litigation, said in his transfer
order that the MDL Panel finds that the actions involve common
questions of fact, and that centralization under Section 1407 of
the Judiciary and Judicial Procedures Code in the Court will serve
the convenience of the parties and witnesses, as well as promote
the just and efficient conduct of the litigation.

The MDL actions involve alleged breaches by various lenders of
their commitments to provide financing for the Fontainebleau Las
Vegas, a $3.1 billion resort casino project under construction on
the Las Vegas Strip.  Centralization under Section 1407 will
eliminate duplicative discovery, prevent inconsistent pretrial
rulings, and conserve the resources of the parties, their counsel
and the judiciary, Judge Miller maintained.

                          MDL Parties

The Consolidated Plaintiffs of the MDL action are:

Fontainebleau Las Vegas LLC        Bank of Scotland PLC
Venture V CDO Limited              Symphony CLO III, Ltd.
Duane Street CLO III, Ltd.         Grayson CLO, Ltd.
Avenue CLO V, Ltd.                 Highland Loan Funding V, Ltd.
Caspian Corporate Loan Fund, LLC   Duane Street CLO V, Ltd.
Venture VIII CDO Limited           Gleneagles CLO, Ltd.
Avenue CLO VI, Ltd.                Venture II CDO 2002, Limited
Venture IV CDO Limited             Eastland CLO, Ltd.
Duane Street CLO 1, Ltd.           Venture III CDO Limited
Armstrong Loan Funding, Ltd.       Avenue CLO Fund, Ltd.
Venture IX CDO Limited             Venture VI CDO Limited
Westchester CLO, Ltd.              Genesis CLO 2007-1 Ltd.
Aberdeen Loan Funding, Ltd.        Avenue CLO II, Ltd.
Southfork CLO, Ltd.                Encore Fund LP
Primus CLO II, Ltd.                Symphony CLO I, Ltd.
Venture VII CDO Limited            Nuveen Senior Income Fund
Orpheus Funding LLC                Loan Star State Trust
Vista Leveraged Income Fund        LFC2 Loan Funding LLC
Sands Point Funding Ltd.           Battalion CLO 2007-I Ltd.
Avenue CLO III, Ltd.               Green Lane CLO Ltd.
ING Senior Income Fund             Symphony CLO II, Ltd.
Copper River CLO Ltd.              Jasper CLO, Ltd.
Brentwood CLO, Ltd.                Duane Street CLO II, Ltd.
Rockwall CDO Ltd.                  Stratford CLO, Ltd.
1888 Fund, Ltd.                    Veer Cash Flow CLO, Limited
ING Prime Rate Trust               Red River CLO, Ltd.
Symphony CLO V, Ltd.               Greenbriar CLO, Ltd.
Rockwall CDL II, Ltd.              Primus CLO I, Ltd.
Symphony CLO IV, Ltd.              Loan Funding VII LLC
Orpheus Holdings, LLC              Duane Street CLO IV, Ltd.
Kennecott Funding Ltd.             Avenue CLO IV, Ltd.
Mariner LDC                        Carlyle Loan Investment, Ltd.
Canyon Capital Advisors, LLC       Fortissimo Fund
Liberty CLO, Ltd.                  Aurelius Capital Master, Ltd.
Cantor Fitzgerald Securities       Loan Funding IV LLC
ACP Master, Ltd.                   Olympic CLO I Ltd.
Shasta CLO I Ltd.                  Whitney CLO I Ltd.
San Gabriel CLO I Ltd.             Sierra CLO II Ltd.
Caspian Capital Partners, L.P.     Rosedale CLO II Ltd.
Mariner Opportunities Fund, LP     Stone Lion Portfolio L.P.
Canpartners Investments IV, LLC    SPCP Group, LLC
Venor Capital Master Fund, Ltd.    Rosedale CLO, Ltd.

Canyon Special Opportunities Master Fund (Canyon), Ltd.
Carlyle High Yield Partners VI, Ltd.
ING International (II) - Senior Bank Loans USD
ING Investment Management CLO IV, Ltd.
Highland Offshore Partners, L.P.
ING Investment Management CLO V, Ltd.
Highland Credit Opportunities CDO, Ltd.
Nuveen Floating Rate Income Fund
ING International (II) - Senior Bank Loans Euro
Caspian Select Credit Master Fund, Ltd.
Carlyle High Yield Partners VIII, Ltd.
Carlyle High Yield Partners VII, Ltd.
ING Investment Management CLO I, Ltd.
Symphony Credit Opportunity Fund, Ltd.
Jay Street Market Value CLO I, Ltd.
Carlyle High Yield Partners 2008-1, Ltd.
ING Investment Management CLO II, Ltd.
Ares Enhanced Loan Investment Strategy III, Ltd.
NZC Opportunities (Funding) II Limited
Brigade Leveraged Capital Structures Fund, Ltd.
Carlyle High Yield Partners IX, Ltd.
Nuveen Floating Rate Income Opportunity Fund
Carlyle High Yield Partners X, Ltd.

The Consolidated Defendants of the MDL action are:

Bank of America, N.A.
Merrill Lynch Capital Corporation
JP Morgan Chase Bank, N.A.
Barclays Bank PLC
Deutsche Bank Trust Company Americas
The Royal Bank of Scotland PLC
Sumitomo Mitsui Banking Corporation
HSH Nordbank AG, New York Branch
MB Financial Bank, N.A.
ING Investment Management CLO III, Ltd.
Royal Bank of Scotland PLC
Bank of Scotland
Camulos Master Fund, L.P.
HSH Nordbank AG
BofA
Term Lenders

                         MDL Schedules

As previously reported, the Court issued these schedules governing
the MDL proceeding:

Date                                  Action
----                                  ------
May 13, 2010 at           Oral argument on any Motions to
3:15 p.m.                 Dismiss.

May 13, 2010              Document productions in response to
                           initial Requests for Production to be
                           completed.

July 1, 2010              Commencement of fact depositions.

September 15, 2010        All non-dispositive, non-discovery
                           related pretrial motions will be
                           filed.  Any motion to amend or
                           supplement the pleadings filed
                           pursuant to Fed. R.Civ. P. 15(a) or
                           15(d) will comport with S.D. Fla. L.R.
                           15.1 and will be accompanied by the
                           proposed amended or supplemental
                           pleading and a proposed order as
                           required.

September 30, 2010        Plaintiffs will furnish opposing
                           counsel with a written list containing
                           the names and addresses of all expert
                           witnesses intended to be called at
                           trial and only those expert witnesses
                           so listed will be permitted to
                           testify.

November 1, 2010          Defendants will furnish opposing
                           counsel with a written list containing
                           the names and addresses of all expert
                           witnesses intended to be called at
                           trial and only those expert witnesses
                           so listed will be permitted to
                           testify.

January 31, 2011          Final date to exchange written
                           discovery demands.

April 15, 2011            Conclusion of fact discovery.

May 2, 2011               The parties will comply with S.D. Fla.
                           L.R. 16.1(K) concerning the exchange
                           of expert witness summaries and
                           reports.  This date will supersede any
                           other date in Local Rule 16.1(K).

June 1, 2011              Rebuttal expert reports will be filed.

July 15, 2011             All expert discovery, including
                           depositions, will be completed.

July 29, 2011             All dispositive pretrial motions,
                           including motions to strike in whole
                           or in part expert testimony, and
                           memoranda of law must be filed.

August 30, 2011           Opposition to any dispositive motions
                           to be filed.

September 15, 2011        Replies, if any, to dispositive
                           motions to be filed.

November 18, 2010         Oral argument will be heard on any
at 9:00 a.m.              motions for summary judgment that may
                           be filed.

December 13, 2011         Pretrial Stipulation and Motions in
                           Limine.  The joint pretrial
                           stipulation will be filed pursuant to
                           Local Rule 16.1(E) of the U.S.
                           District Court for the Southern of
                           Florida.  In conjunction with the
                           Joint Pretrial Stipulation, the
                           parties will file their motions in
                           limine.

           Lenders Seek to Dismiss Amended Complaint

Defendants Bank of America, N.A.; Merrill Lynch Capital
Corporation; JPMorgan Chase Bank, N.A.; Barclays Bank PLC;
Deutsche Bank Trust Company Americas; The Royal Bank of Scotland
plc; Sumitomo Mitsui Banking Corporation; Bank of Scotland plc;
HSH Nordbank AG; MB Financial Bank, N.A.; and Camulos Master Fund,
L.P., also known as the Revolving Lenders, jointly ask the Court
to dismiss the amended complaints filed in the Avenue Action and
the ACP Master or Aurelius Action for failure to state a claim
upon which relief can be granted.

The Avenue and Aurelius Actions arise out of the same Credit and
Disbursement Agreements and substantially the same circumstances
that were the subject of the Court's August 26, 2009 decision and
order denying partial summary judgment to Fontainebleau Las Vegas
LLC in its lawsuit against the Revolving Lenders.

The Amended Complaints are predicated on the same two flawed
theories on which Fontainebleau based its motion for partial
summary judgment that the Court rejected in the August 26
Decision, John B. Hutton, Esq., at Greenberg Traurig, P.A., in
Miami, Florida -- huttonj@gtlaw.com -- tells the Court.

"These theories -- that 'fully drawn' means 'fully requested'
rather than 'fully funded' and that Fontainebleau's prior material
breaches of the Credit Agreement did not relieve the Revolving
Lenders of their obligation to loan money under the Credit
Agreement -- are even less viable here than they were in the
Fontainebleau Action," Mr. Hutton argues.  Hence, he insists, the
Amended Complaints fail to state a claim for relief and should be
dismissed.

The Plaintiffs lack standing to assert a claim against the
Revolving Lenders for breach of any lending commitment to
Fontainebleau, Mr. Hutton contends.  He asserts that
Fontainebleau's Notices of Borrowing dated March 2 and 3, 2009,
did not comply with the Credit Agreement, which provides that the
outstanding balance under the revolving loan facility cannot
exceed $150 million "unless the Total Delay Draw Commitments have
been fully drawn."

Mr. Hutton further argues that the claim by the Avenue Plaintiffs
for breach of the covenant of good faith and fair dealing is
facially deficient.  He contends that this claim is duplicative of
the Avenue Plaintiffs' breach of contract claim and seeks to
impose obligations beyond those contained in the Credit Agreement.

           BANA Seeks to Dismiss Amended Complaints

Bank of America, N.A., asks the Court to dismiss certain counts of
the Amended Complaints relating to disbursement claims filed in
the Avenue and Aurelius Actions.

The Term Lenders are sophisticated financial institutions, many of
whom first acquired their interests in the Term Loans after some
or all of the events alleged in the Amended Complaints, Craig V.
Rasile, Esq., at Hunton & Williams LLP, Miami, Florida --
crasile@hunton.com -- tells Judge Gold.  He contends that the Term
Lenders were all fully capable of reading and understanding the
Master Disbursement Agreement.

"But now, ignoring the Disbursement Agreement's unambiguous terms,
the Term Lenders allege that BANA should somehow have prevented
Fontainebleau from accessing funds that the Term Lenders had
already committed to lend," Mr. Rasile argues.  "The Term Lenders'
baseless attempt to hold BANA responsible for the Term Lenders'
own ill-fated loans to the now-bankrupt Fontainebleau should be
rejected," he asserts.

The Term Lenders' claims that BANA breached the Disbursement
Agreement by approving Fontainebleau's advance requests fail
because BANA's obligations with respect to the Advance Requests
were limited to determining whether (i) Fontainebleau had
submitted "all required documentation," and (ii) the Advance
Requests included all of the representations, warranties and
certifications necessary to satisfy conditions precedent to an
advance, Mr. Rasile contends.  He points out, among other things,
that the Amended Complaints do not allege that the Advance
Requests were missing any required documentation or failed to
include the necessary representations regarding the required
conditions.

The Avenue Plaintiffs' tag-along claim that the same alleged
misconduct breached the implied covenant of good faith and fair
dealing must also be dismissed because (i) it improperly
duplicates their deficient breach of contract claim, and (ii) it
impermissibly seeks to impose obligations on BANA that are
contrary to the Disbursement Agreement's provisions, Mr. Rasile
argues.

          Avenue and Aurelius Parties File Statement

Plaintiffs and Defendants in the Avenue and Aurelius Actions
jointly file a statement summarizing current discovery dispute and
the Parties' positions relating to the dispute.

A. Defendants' Statement

The Defendants contend that the Debtors' refusal to negotiate
search terms or other aspects of discovery in the MDL because of
the conversion of the bankruptcy cases is unjustified and highly
prejudicial to the Defendants.

The appointment of a Chapter 7 trustee does not excuse
Fontainebleau from its obligations under the MDL Scheduling Order,
John B. Hutton, Esq., at Greenberg Traurig, P.A., in Miami,
Florida, contends.  He asserts that when a trustee is appointed,
he or she will be bound by the Debtors' conduct and positions to
date.  He insists that Fontainebleau's suggestion that it can stop
making decisions or taking necessary actions because a trustee may
be appointed is completely unfounded.

"Fontainebleau's position frustrates the MDL proceeding's primary
purpose -- coordinating pretrial discovery," Mr. Hutton says.
"Moreover, Defendants should not have to incur the burden and
expense of conducting multiple and costly searches for electronic
documents, just because Fontainebleau will neither negotiate
search terms nor agree to be bound by the terms negotiated by the
other parties," he continues.

The Defendants, hence, ask the Court to direct Fontainebleau to
participate in discovery, notwithstanding its conversion motion.
They also seek a 60-day extension of the deadline for the
production of documents.  The Defendants contend that the delay
occasioned by Fontainebleau's actions has undermined the ability
of all parties to comply with the Court-ordered May 13, 2009
deadline.  The Defendants further ask 60-day extension of the
commencement of fact depositions and identification of expert
witnesses.

B. Term Lender Plaintiffs' Position

The Term Lender Plaintiffs ask the Court to direct Fontainebleau
to participate in discovery, notwithstanding its conversion
motion.  Given Fontainebleau1s refusal to participate in discovery
to date, the Term Lenders say that they regrettably concur with
the Defendants that a 60-day extension of the deadlines for the
production of documents, the commencement of fact depositions and
identification of expert witnesses is required.

C. Fontainebleau's Position

Fontainebleau says that it agrees, subject to Court approval, to
the 60-day extension of deadlines now sought by all parties.
Fontainebleau also is agreeable to any search terms that the
Defendants may agree to with the Term Lender Plaintiffs, albeit
without waiver of and expressly preserving the rights of a Chapter
7 Trustee to seek additional discovery.

Fontainebleau asserts that it is not in a position to agree to
search terms with respect to its own documents at this time
because those documents will shortly become the property of a
Chapter 7 Trustee.

Upon appointment of a Chapter 7 trustee, Fontainebleau tells the
Court, its documents will become property of the trustee, and its
counsel cannot bind a trustee to search terms that could cost the
estate hundreds of thousands of dollars without prior
consultation.

Fontainebleau explains that its election not to negotiate search
terms at this time did not "bring everything to a grinding halt."
Fontainebleau contends that nothing in the MDL Scheduling Order
requires the parties to agree to search terms, and Fontainebleau
recognizes fully that in the event those deadlines are not
extended, it will be required to complete its document production
on May 13, 2010.  Fontainebleau assures the Court that it intends
to continue to comply with its obligations.

                         *     *     *

The Court directed all the parties in the MDL proceeding to
negotiate search terms no later than April 21, 2010, which search
terms will be binding on any Chapter 7 Trustee that may be
appointed by the Bankruptcy Court.

Judge Gold ruled that should Fontainebleau refuse to negotiate
search terms in good faith, the refusal will be construed as a
waiver of any objections Fontainebleau may have to the search
terms upon which the remaining parties agree.  He also directed
the parties to file by April 22, 2010, a request for extension of
Pre-Trial Deadlines specifically identifying the pre-trial
deadline modifications the parties are requesting.

                  About Fontainebleau Las Vegas

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

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FONTAINEBLEAU LV: M&M Lienholders Appeal DIP Financing Order
------------------------------------------------------------
Several parties-in-interest took an appeal to the United States
District Court for the Southern District of Florida from Judge A.
Jay Cristol's interim orders (i) authorizing Fontainebleau Las
Vegas Holdings, LLC, and its debtor-affiliates to obtain
secured postpetition financing on super-priority priming lien
basis and modifying the automatic stay, and (ii) authorizing the
Debtors to repay used cash collateral and unused cash collateral:

  (a) The Contractor Claimants -- Desert Fire Protection, a
      Nevada Limited Partnership, Bombard Mechanical, LLC,
      Bombard Electric, LLC, Warner Enterprises, Inc. dba Sun
      Valley Electric Supply Co., Absocold Corporation dba Econ
      Appliance, Austin General Contracting, Powell Cabinet and
      Fixture Co., Safe Electronics, Inc, SAMFET, and Union
      Erectors, LLC; and

  (b) Cashman Equipment Company, Crescent Electric Supply
      Company, Derr and Gruenewald Construction Co., Greybar
      Electric Company, Inc., Hilti, Inc., Integrated Mechanical
      Group, LLC, Morris Shea Bridge Company, Inc., Quality
      Cabinet & Fixture Company, Sierra Glass & Mirror, Inc.,
      Tracy & Ryder Landscape, Inc., Water FX, LLC, Z Glass,
      Inc., ZETIAN SYSTENS.

The Appellants also asked the District Court to verify whether the
Bankruptcy Court erred in:

  (a) authorizing the Debtors to incur secured, first-priority,
      super-priority postpetition financing without providing
      adequate protection to the Appellants; and

  (b) approving the secured, first-priority, super-priority
      postpetition financing on the ground that the funds to be
      expended are necessary for preservation of the collateral.

Jeffrey R. Truitt, the duly appointed examiner in the Debtors'
Chapter 11 cases filed with the Court a consolidated designation
of record relating to the Appeals, a copy of which is available
for free at http://bankrupt.com/misc/FB_ApsConsolidatedDOR.pdf

                  About Fontainebleau Las Vegas

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

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million.

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


FREEDOM PHARMACY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Freedom Pharmacy, Inc.
        3051 El Tuque Industrial Park
        Carr. 591, Suites 102-103, Calle B
        Ponce, PR 00728-2201

Bankruptcy Case No.: 10-03299

Chapter 11 Petition Date: April 22, 2010

Court: U.S. Bankruptcy Court
            District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  Charles A Curpill, PSC Law Office
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company says that assets total $0
while debts total $4,958,074.

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/prb10-03299.pdf

The petition was signed by Allan Cohen, president.


GEMS TV: DirecTV on Unsecured Creditors Committee
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that Gems TV (USA) Ltd.
has an official unsecured creditors' committee with seven members.
DirecTV Inc., scheduled to have an unsecured claim for almost $2.7
million, is on the panel.

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

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


GENCORP INC: OKs Annual Cash Incentive Program for Management
-------------------------------------------------------------
Each year, the Board of Directors of GenCorp Inc., upon the
recommendation and approval of the Organization & Compensation
Committee, approves an annual cash incentive program for the
Company's management, including the Company's named executive
officers.  The target annual cash bonus is intended to provide a
competitive level of compensation when specific individual or
business performance objectives are achieved.

On April 2, 2010, the Board of Directors of GenCorp unanimously
approved the 2010 Annual Incentive Plan.  The performance
objectives as outlined in the Plan include contract profit, cash
flow, pre-tax earnings, awards and personal factors, as defined
therein, each of which are weighted differently.

The Compensation Committee has discretion to adjust these
payments.  With input from the Company's Chief Executive Officer
and Chief Financial Officer, bonuses are paid based upon the
Compensation Committee's assessment of both individual and
Company-wide actual performance against these established
performance objectives.  The potential payouts under the Plan
range from 0% to 175% of an individual's target bonus.  Target
bonuses represent a percentage of an eligible Plan participant's
base salary.

                        About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

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

                           *     *     *

On March 26, 2010, Moody's Investors Service upgraded both GenCorp
Inc.'s Corporate Family Rating to B2 from B3 and Probability of
Default ratings to B2 from Caa1.  In addition, the senior secured
credit facilities were upgraded to Ba2 from Ba3, as well as the
convertible subordinated notes to Caa1 from Caa2.  The 9-1/2%
senior subordinated notes were confirmed at B1.

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


GENCORP INC: Registers 1,500,000 Shares Under 2009 Incentive Plan
-----------------------------------------------------------------
GenCorp Inc. filed with the Securities and Exchange Commission its
Form S-8 Registration Statement under the Securities Act of 1933
to register 1,500,000 of Common stock, par value $0.10 per share
that may be issued pursuant to the GenCorp Inc. Amended and
Restated 2009 Equity and Performance Incentive Plan.  The Proposed
Maximum Aggregate Offering Price is $8,835,000.

GenCorp previously registered 500,000 shares of its common stock
pursuant to the Plan, filed on Form S-8 Registration Statement
(File No. 333-158870).  GenCorp's stockholders approved an
amendment to the Plan for the purpose of adding an additional
1,500,000 shares of common stock, at the annual meeting of
stockholders on March 24, 2010.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?60aa

On April 9, 2010, GenCorp filed a Current Report on Form 8-K with
the Securities and Exchange Commission to reflect certain
accounting changes with respect to the financial information
contained in its Annual Report on Form 10-K for the year ended
November 30, 2009.  The information contained in the Current
Report on Form 8-K is not an amendment to or restatement of the
2009 Form 10-K.

As of December 1, 2009, the Company adopted the new accounting
standards which apply to convertible debt securities that, upon
conversion, may be settled by the issuer, fully or partially, in
cash.  The guidance is effective for fiscal years (and interim
periods within those fiscal years) beginning after December 15,
2008, and is to be applied retrospectively to all past periods
presented -- even if the instrument has matured, converted, or
otherwise been extinguished as of the effective date of this
guidance.

The Company's adoption of this guidance affects its 2-1/4%
Convertible Subordinated Debentures.  This guidance requires the
issuer of convertible debt instruments to separately account for
the liability (debt) and equity (conversion option) components of
such instruments and retrospectively adjust the financial
statements for all periods presented. The fair value of the
liability component was determined based on the market rate for
similar debt instruments without the conversion feature and the
residual between the proceeds and the fair value of the liability
component is recorded as equity at the time of issuance.
Additionally, the pronouncement requires transaction costs to be
allocated to the liability and equity components on the same
relative percentages.

The Company's adoption of this guidance results in higher non-cash
interest expense for fiscal 2005 through fiscal 2011, assuming the
holders will require the Company to repurchase the 2-1/4%
Debentures at a cash price equal to 100% of the principal amount
plus accrued and unpaid interest on November 20, 2011, the
earliest date when the holders can exercise such right.

A full-text copy of the Company's Current Report on Form 8-K is
available at no charge at http://ResearchArchives.com/t/s?60ab

A full-text copy of the Company's Selected Financial Data is
available at no charge at http://ResearchArchives.com/t/s?60ac

A full-text copy of the Company's Management's Discussion and
Analysis of Financial Condition and Results of Operations is
available at no charge at http://ResearchArchives.com/t/s?60ad

A full-text copy of the Company's Quantitative and Qualitative
Disclosures about Market Risk is available at no charge
at http://ResearchArchives.com/t/s?60ae

A full-text copy of the Company's Consolidated Financial
Statements and Supplementary Data is available at no charge
at http://ResearchArchives.com/t/s?60af

A full-text copy of the Company's Financial Statement Schedules is
available at no charge at http://ResearchArchives.com/t/s?60b0

                        About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

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

                           *     *     *

On March 26, 2010, Moody's Investors Service upgraded both GenCorp
Inc.'s Corporate Family Rating to B2 from B3 and Probability of
Default ratings to B2 from Caa1.  In addition, the senior secured
credit facilities were upgraded to Ba2 from Ba3, as well as the
convertible subordinated notes to Caa1 from Caa2.  The 9-1/2%
senior subordinated notes were confirmed at B1.

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


GENERAL GROWTH: Investment Pact a De Facto Plan, Say CSA Reps.
--------------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates seek
authority from Judge Allan L. Gropper of the United States
Bankruptcy Court for the Southern District of New York to enter
into investment agreements for more than $6.5 billion in equity
capital commitments.  The $6.5 billion investment commitment is
composed of:

      -- a cornerstone agreement with REP Investments LLC, to
         invest $2.625 billion in GGP's standalone emergence
         plan;

      -- an agreement with Fairholme Capital Management, LLC, to
         invest $2.8 billion; and

      -- an agreement with Pershing Square Capital Management,
         L.P., to invest $1.1 billion in reorganized GGP.

"By their Bidding Procedures Motion, the Debtors are proposing a
non-confirmable de facto plan of reorganization and seeking to
improperly transfer an outstanding amount of value to parties of
the $6.5 billion investment agreements, including to Pershing
Square Capital Management, L.P., an insider of General Growth
Properties, Inc.," Platt W. Davis III, David G. Elkins and David
R. Lummis complain.

Mr. Davis, et al., are representatives under a Contingent Stock
Agreement dated January 1, 1996, executed by GGP in favor of
holders under the CSA and the Representatives.

The Investment Agreements provide for a transfer of value to the
Commitment Parties through the issuance of Warrants for
120 million shares of common stock of GGP.  The value of the
Warrants however likely exceeds $884 million, or a staggering and
unprecedented 14.0% of the proposed investment, the CSA
Representatives' counsel, Steven T. Hoort, Esq., at Ropes & Gray
LLP, in New York, points out.  More importantly, while the
Commitment Parties are potentially investing $6.3 billion in GGP
for 630 million shares, their proposed investment in General
Growth Opportunities or GGO is a mere $250 million in the
contemplated rights offering for 50 million GGO shares, he
argues.  This proposed investment structure has the potential to
result in a further windfall to the Commitment Parties at the
expense of GGP's equity holders, he contends.  Small deviations
from GGP's or GGO's assumed value upon emergence would result in
the Commitment Parties being awarded significantly more value
than disclosed in the Bidding Procedures Motion, he stresses.

                       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: Macerich Raises $1.2B for Possible Bid on Malls
---------------------------------------------------------------
Macerich Co. raised about $1.23 billion in equity in the largest
ever secondary offering on record by a real estate investment
trust, A.D. Pruitt of Dow Jones Newswires reported on April 15.
The stock sale is said to give Macerich a $2.2 billion war chest
to position it to bid on some of General Growth Properties Inc.'s
malls and other properties by rivals, Arthur Coppola, chief
executive officer of Macerich, told Dow Jones Newswires.

"To the extent that there are spin offs of General Growth we
wanted to be in a position where we had the capital to participate
in some of the spin-offs if it were to happen," Mr. Coppola was
quoted by Dow Jones Newswires as saying.  He also said Macerich
has no aspirations to make a bid on the entire company, Dow Jones
Newswires noted.  "That's just too large of a deal for a company
our size," he commented, Dow Jones Newswires stated.

Mr. Coppola did not comment on whether Macerich has been in
discussions with GGP on possible asset sales, but disclosed his
company is partnering with Simon Property Group Inc., Dow Jones
Newswires related.

                       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: Units File 2nd Post-Confirmation Status Report
--------------------------------------------------------------
Affiliates of General Growth Properties Inc. that have emerged
from bankruptcy filed with the U.S. Bankruptcy Court for the
Southern District of New York on April 15, 2010, their second
post-confirmation status report detailing the actions they have
taken and the progress they made toward consummation of their
Joint Plan of Reorganization since March 11, 2010.

A list of the reporting Plan Debtors is available for free
at http://bankrupt.com/misc/ggp_ReportingDebtors.pdf

Since the filing of the First Post-Confirmation Report dated
March 11, 2010, the Court has confirmed the Plan for 32 Plan
Debtors, a list of which is available for free at:

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

As of April 15, 2010, the Court has confirmed 258 Plan Debtors to
restructure 105 loans totaling $13.8 billion in secured project-
level indebtedness, James H.M. Sprayregen, P.C. Esq., at Weil,
Gotshal & Manges LLP, in New York, notes.

In addition, nine Plan Debtors have consummated their Plans,
namely:

* Beachwood Place Holding, LLC
* Beachwood Place Mall, LLC
* Stonestown Shopping Center Holding L.L.C.
* Stonestown Shopping Center L.L.C.
* Stonestown Shopping Center, L.P.
* White Marsh General Partnership
* White Marsh Mall Associates
* White Marsh Mall, LLC
* White Marsh Phase II Associates

As of April 15, 2010, 220 of the 258 Plan Debtors have consummated
their Plans and emerged from bankruptcy, restructuring 99 loans
totaling $12 billion in secured project-level indebtedness.  A
list of the Emerged Plan Debtors is available for free at:

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

Mr. Sprayregen discloses that the remaining 38 Plan Debtors
continue to work towards consummating their Plans.  A list of the
38 Plan Debtors is available for free at:

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

The Plan Debtors are analyzing and reconciling the outstanding
claims filed against them, Mr. Sprayregen adds.

                       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)


GOLDSPRING INC: Names De Gasperis as Chief Executive Officer
------------------------------------------------------------
GoldSpring, Inc. has Corrado De Gasperis as its Chief Executive
Officer and President, effective immediately.  Mr. De Gasperis
will also serve as its principal financial officer.

"Corrado is a proven senior executive and one of the most focused
managers I have encountered in any industry," stated William J.
Nance, Chairman of the Board.  "He has demonstrated operational
and project management skills and the strategic focus to position
GoldSpring as a significant producer in the U.S. mining industry
over the next three years.  He is also a thoughtful leader that
the Board believes will accelerate the delivery of known value
while positioning us to realize the greater potential from our
Comstock properties."

"The Board thanks Robert Reseigh for stepping in as Interim CEO,
and Robert Faber for his service as President and the
contributions each has made to GoldSpring's success over the last
5 years.  Bob, Rob and I look forward to working directly with
Corrado to ensure a smooth transition for the Company and its
employees and a successful implementation of our business plan,"
stated Mr. Nance.

Mr. De Gasperis brings more than 20 years of manufacturing, metals
and mining operational and financial management, construction
project management, and capital markets experience to the Company.
Most recently, he served as the Chief Executive Officer of Barzel
Industries Inc.  Barzel operated a network of 15 manufacturing,
processing and distribution facilities in the United States and
Canada that offered a wide range of metal solutions to a variety
of industries, from construction and industrial manufacturing to
transportation, infrastructure development and mining.  Mr. De
Gasperis resigned from Barzel in September 2009, after it reached
agreement to sell substantially all of its assets to a Canadian-
based steel company in a planned transaction that was consummated
in a sale pursuant to Section 363 of the U.S. Bankruptcy Code
following a multiple party bidding process with suitors focused on
both in-court and out-of-court transactions.  From 2001 to 2005,
he served as Chief Financial Officer of GrafTech International
Ltd., a global manufacturer of industrial graphite and carbon-
based materials, in addition to his duties as Vice President and
Chief Information Officer, which he assumed in 2000.  He served as
Controller of GrafTech from 1998 to 2000.  From 1987 to 1998, Mr.
De Gasperis was a certified public accountant with KPMG LLP, an
international provider of accounting, tax and other advisory
services.  As a Senior Assurance Manager in the Manufacturing,
Retail and Distribution Practice, he served clients such as
General Electric Company and Union Carbide Corporation.  KPMG
announced his admittance, as a Partner, effective July 1, 1998.
He holds a BBA from the Ancell School of Business at Western
Connecticut State University, with honors.

Mr. De Gasperis has served as a director of GBS Gold International
Inc., where he was Chairman of the Audit, and Governance Committee
and the Compensation Committee and a member of the Nominations and
Advisory Committees.  Mr. De Gasperis is also a Member of the
Prospectors and Developers Association of Canada.

"Corrado has already worked with our team and facilitated, along
with the Board, development of a strategic plan designed to
deliver shareholder value by commencing commercial mining and
processing operations by late 2010 and early 2011, respectively,
with annual production rates increasing to 20,000 gold equivalent
ounces and by validating qualified resources and reserves of
3,250,000 gold equivalent ounces by 2013," stated Mr. Nance.  "The
new plan is intended to recapitalize the Company and position it
to realize the greater potential from our Comstock properties."

The recapitalization and balance sheet restructuring phase of the
plan is currently expected to include:

   -- a 200:1 reverse stock split, thereby reducing the common
      shares outstanding to approximately 18.3 million and
      eliminating the Company's current default under its
      convertible indebtedness due to lack of sufficient
      authorized and unissued common shares;

   -- a debt-for-equity exchange with the holders of its
      convertible indebtedness, thereby eliminating the majority
      of the Company's current indebtedness;

   -- the issuance of new senior secured convertible indebtedness
      with less onerous terms than the existing convertible
      indebtedness in exchange for the rights to two integral
      parcels of land for exploration and to facilitate operations
      on the Company's existing parcels;

   -- a restructuring of the Company's bridge loans, possibly
      including the issuance of senior equity rights in exchange
      for additional extensions of credit; and the raising of new
      equity capital.

The Company anticipates completing these recapitalization and
balance sheet restructuring transactions by about mid-year 2010.

                     About Goldspring, Inc.

Virginia City, Nev.-based Goldspring, Inc. a North American
precious metals mining company with significant land holdings in
the Comstock Gold-Silver District of Nevada.  GoldSpring was
incorporated in Florida in 1999 and redomiciled in Nevada in 2008.

                        *     *     *

As reported in the Troubled Company Reporter on April 15, 2010,
Goldspring, Inc. filed on April 12, 2010, its annual report on
Form 10-K for the year ended December 31, 2009.  The Company's
balance sheet as of December 31, 2009, showed $4,925,154 in assets
and $32,098,438 of debts, for a stockholders' deficit of
$27,173,284.  The Company reported a net loss of $6,064,669 on $0
revenue for 2009, compared with a net loss of $16,487,683 on $0
revenue for 2008.

Jewett, Schwartz, Wolfe & Associates expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has operating and
liquidity concerns and has incurred historical net losses
approximating $55,000,000 as of December 31, 2009.  The Company
also used cash in operating activities of $3,564,779 in 2009.


GPX INTERNATIONAL: Creditors Seek to Liquidate Remaining Assets
---------------------------------------------------------------
Bankruptcy Law360 reports that GPX International Tire Corp. and
its unsecured creditors have filed their proposed disclosure
statement and reorganization plan, seeking to liquidate what's
left of the Company after having sold off most assets in three
separate sales.

According to Law360, the disclosure statement was filed Thursday
in the U.S. Bankruptcy Court for the District of Massachusetts to
continue the "orderly liquidation" of GPX's remaining assets.

                      About GPX International

GPX International Tire Corporation was one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in
NorthAmerica, China, Canada, and Germany.  A third generation
family-owned business, GPX and its predecessor companies have been
in business since 1922.

GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D.
Mass. Case No. 09-20170).  GPX is represented in U.S. Bankruptcy
Court by attorneys Harry Murphy of Hanify & King, P.C., and Peggy
Farrell of Hinckley Allen & Snyder LLP as corporate counsel.  TM
Capital Corp. serves as investment banker to GPX in connection
with these transactions and Argus Management Corporation serves as
restructuring advisor to GPX.  The petition says assets and debts
range from $100 million to $500 million.


GREEN VALLEY: Moody's Cuts PDR to 'D' After Payments Missed
-----------------------------------------------------------
Moody's Investors Service lowered Green Valley Ranch Gaming, LLC's
Probability of Default Rating to D from Caa3.  The rating action
reflects GVR's failure to make the scheduled interest payments on
its first and second lien term loans due 2014 within the allowed
grace periods.  The outlook remains negative.

GVR did not make these payments within the relevant grace periods:
1) the March 15, 2010 interest payment on its second lien term
loan, and 2) the March 30, 2010 principle and interest payment on
its first lien term loan.

The negative outlook reflects uncertainty regarding GVR's
viability as a going concern given its highly leveraged capital
structure.

Given the severe challenges faced by the gaming industry and by
GVR in particular, Moody's used a fundamental approach to
determine a family recovery rate of 40% rather than the 50% mean
family recovery rate.

These ratings were lowered:

* Probability of Default Rating to D from Caa3

* First lien term loan due 2014 to Ca (LGD 3, 45%) from Caa3 (LGD
  3, 45%)

* Second lien term loan due 2014 to C (LGD 6, 92%) from Ca (LGD 6,
  92%)

This rating was affirmed:

* Corporate Family Rating at Ca

The last rating action on GVR occurred on April 21, 2009, when
Moody's lowered the company's Probability of Default Rating to
Caa3 and Corporate Family Rating to Ca.

GVR owns and operates the Green Valley Ranch Resort Spa Casino in
Henderson, Nevada.  The company generates about $245 million of
net revenue.


HARBOUR EAST: Cielo on the Bay Condo Files Chapter 11
-----------------------------------------------------
Harbour East Development Ltd., filed for Chapter 11 in Miami on
April 22 (Bankr. S.D. Fla. Case No. 10-20733).

Harbour East disclosed assets and debts of $10,000,000 to
$50,000,000.  According to Bloomberg News, Harbour East owns the
Cielo on the Bay condominium project in North Bay Village,
Florida.  The project has 35 units, some with view of Miami Beach
and Biscayne Bay.

Harbour East, according to a Bloomberg News report, said it was
unable to sell units because the construction lender refused to
allow price reductions for purchasers who already signed
contracts.  The Company believes it could have repaid most if not
all of the secured debt were it able to reduce prices to
"realistic market levels."  The Company also says its financing
problems in part are due to the refusal of the lender to allow
leasing or rent-to-own programs.

The construction loan, with $14 million now owing, was sold.  The
owner believes the new holder of the loan will say the remaining
collateral is worth $8 million.


HARBOUR EAST: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Harbour East Development, Ltd.
        7935 East Drive Harbor Island
        North Bay Villae, FL 33141

Bankruptcy Case No.: 10-20733

Chapter 11 Petition Date: April 22, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Michael L Schuster, Esq.
                  100 SE 2 Street 44 Floor
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  E-mail: mschuster@gjb-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 Mario Egozi, manager and member.


HD SUPPLY: Moody's Downgrades Corporate Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service downgraded HD Supply's Corporate Family
Rating and Probability of Default Rating to Caa2 from Caa1.  In a
related rating action Moody's assigned a B1 rating to the
company's amended and extended asset-based senior secured
revolving credit facility due 2014 and a Baa1 to its amended and
extended senior secured term loan due 2014.  The senior secured
revolving credit facility due 2013 downgraded to B3 from B1 and
senior subordinated PIK notes due 2015 lowered to Ca from Caa3.
The senior unsecured notes due 2014 are affirmed at Caa2.  HDS'
speculative grade liquidity rating was lowered to SGL-3 from SGL-
2.  A negative rating outlook was assigned.

The downgrade results from Moody's views that the construction
industry, the main driver of HDS' revenues, will continue to be
weak for the foreseeable future, pressuring the company's ability
to generate meaningful levels of earnings and free cash flow
relative to its debt.  Moody's believes that HDS is addressing its
cost structure and improving working capital management, but the
levels of improvement are not sufficient to overcome required debt
service.  HDS' leverage is very high and its credit metrics will
likely remain very weak over the long term.  At fiscal-year end
2010 (ended January 31, 2010), debt-to-EBITDA was 14.4 times,
EBIT-to-cash interest was below 0.25 times and free cash flow-to-
debt was 0.2% (all ratios adjusted per Moody's methodology).

Although HDS recently extended the maturity of approximately
$2.6 billion of committed debt by about nineteen months, which is
a credit positive over the intermediate term, the company now has
about $5 billion of committed facilities due in 2014, creating a
long-term untenable debt structure.  Moody's believes that a
capital restructuring will be needed over the longer term to
reduce debt, bringing the company's capital structure more in-line
with the operating performance that has been below expectations
relative to anticipated performance when HDS became an independent
company in mid-2007.

The change in the speculative grade liquidity rating incorporates
Moody's belief that operating performance and free cash flow
generation will continue to be stressed due to the ongoing
weakness in the construction industry.  However, existing cash on
hand and combined availability under HDS' revolving credit
facilities aggregating to about $900 million at 4Q10 should be
sufficient to manage potential operating short falls, near-term
obligations and working capital requirements.

The negative outlook reflects HDS' weak credit metrics, which are
inhibiting its financial flexibility as it contends with weak
prospects in the construction industry.  Moody's believes that
HDS' cash flow and liquidity may not be sufficient to meet its
long-term obligations.

The ratings on the amended and extended asset-based revolving
credit due 2014 and senior secured term loan due 2014 reflect the
claim these debt instruments have on the company's assets relative
to HDS' unsecured and subordinated notes.  The asset-based
revolver, rated B1, is secured by the company's most marketable
assets, its receivables and inventory, and also benefits from the
various credit-friendly protections common to well-structured
asset-based loans.  The Baa1 rating on the senior secured term
loan due 2014 reflects the guarantee provided by The Home Depot
(Baa1 senior unsecured rating).  Proceeds from these bank credit
facilities were used to reduce outstandings under the existing
asset-based revolving credit facility due 2012 and the existing
senior secured term loan due 2012.

These ratings/assessments were affected by this action:

* Corporate Family Rating lowered to Caa2 from Caa1;

* Probability Default Rating lowered to Caa2 from Caa1;

* $1.8 billion asset-based senior secured revolving credit
  facility due 2014 rated B1 (LGD1, 7%);

* $304 million asset-based senior secured revolving credit
  facility due 2012 affirmed at B1 (LGD1, 7%);

* $300 million senior secured revolving credit facility due 2013
  lowered to B3 (LGD2, 24%) from B1;

* $873 million senior secured term loan due 2014 rated Baa1,
  reflecting the guarantee provided by The Home Depot, Inc.;

* $74 million senior secured term loan due 2012 affirmed at Baa1,
  reflecting the guarantee provided by The Home Depot, Inc.;

* $2.5 billion senior unsecured notes due 2014 affirmed at Caa2
  (LGD4, 60%); and

* $1.4 billion senior subordinated PIK notes due 2015 lowered to
  Ca (LGD6, 91%) from Caa3.

The company's speculative grade liquidity rating is lowered to
SGL-3.

The last rating action was on October 12, 2009, at which time
Moody's downgraded HDS' Corporate Family Rating to Caa1.

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

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations ("MRO") services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.  Revenues for the last twelve months
through January 31, 2010, totaled approximately $7.4 billion.


HEALTH RESOURCES: AM Best Affirms 'B' Financial Strength Rating
---------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B (Fair) and issuer credit rating (ICR) of "bb+" of Health
Resources, Inc. (Health Resources) (Evansville, IN).  The outlook
for both ratings is stable.

Concurrently, A.M. Best has withdrawn the ratings at the company's
request and assigned an NR-4 to the FSR and an "nr" to the ICR.
These rating actions reflect the decision of Health Resources
management to withdraw from the A.M. Best interactive rating
process.

Health Resources reported an underwriting and net loss through
third quarter 2009.  While the loss was less than $500,000 and
improved in third quarter 2009, it follows a period of several
years of favorable operating performance.  The loss is largely due
to an increase in the ratio of benefits paid to net premiums
written.

Health Resources has been able to grow membership and premium
during 2008 and through third quarter 2009, despite the current
economic recession.  The company maintains a competitive advantage
in its core market due to a good network and ownership by dental
providers.


HEALTHSOUTH CORP: New CFO to Receive $525,000 Annual Base Salary
----------------------------------------------------------------
HealthSouth Corporation on April 15, announced the appointment of
Douglas E. Coltharp as executive vice president and chief
financial officer of the Company, effective May 6, 2010.

Mr. Coltharp, 48, has been a partner at Arlington Capital Advisors
and Arlington Investment Partners, LLC, a boutique investment
banking firm and private equity firm, since May 2007.  Prior to
that, Mr. Coltharp served 11 years as executive vice president and
chief financial officer for Saks Incorporated and its predecessor
organization.  In that 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 currently serves as a member of the board
of directors of Ares Capital Corporation, Under Armour, Inc. and
Rue 21, Inc.

The Company has not entered into a written employment agreement
with Mr. Coltharp.  The compensation committee of the board of
directors of the Company has approved Mr. Coltharp's initial
compensation arrangement.  His annual base salary will be
$525,000.  His 2010 target cash incentive opportunity under the
Company's senior management bonus plan will be 60% of his base
salary.  On his start date, Mr. Coltharp will receive a signing
bonus consisting of a grant of restricted stock with a fair value
of $100,000 vesting one-third per year over three years.
Beginning in 2011, he will participate in the Company's equity
incentive plan under which he may receive grants of stock options
and performance share units with an aggregate targeted fair value
of 150% of his base salary, assuming the 2011-2012 performance
objectives are achieved for the performance period ending December
31, 2012.  Additionally, Mr. Coltharp will participate in the
executive severance and change in control benefits plans under the
same terms as the Company's other executive vice presidents.
Otherwise, Mr. Coltharp's compensation, including incentive
awards, and benefits are subject to the same terms and conditions
as our other executive officers.

                        About HealthSouth

Birmingham, Alabama, 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.

As of December 31, 2009, the Company had total assets of
$1.681 billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HEALTHSOUTH CORP: UBS and Ernst & Young Settle Fraud Claims
-----------------------------------------------------------
The Associated Press reports that Swiss bank UBS AG and accounting
firm Ernst & Young agreed to pay $250 million to settle claims
over the financial fraud that nearly wrecked HealthSouth Corp.

The AP, citing federal court filings Thursday, reports that UBS
insurers will pay $117 million to HealthSouth shareholders and
another $100 million to bondholders, while Ernst & Young agreed to
pay $33.5 million to bondholders.  Ernst & Young in 2009 agreed to
a $109 million settlement with HealthSouth stockholders.

The AP says both companies denied any wrongdoing and said they
were settling because of the continued expense of fighting
lawsuits in federal court.

The AP recalls an investigation of HealthSouth revealed a long-
running scheme to overstate earnings by more than $2.5 billion.

                        About HealthSouth

Birmingham, Alabama, 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.

As of December 31, 2009, the Company had total assets of
$1.681 billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


INFOR GLOBAL: S&P Assigns 'B+' Rating on $1.5 Bil. Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating to Infor Global Solutions Holdings Ltd.'s approximately
$1.5 billion of U.S. dollar-dominated and EUR503 million of euro-
denominated first-lien term loans that participated in the
company's recent amendment to extend the maturity date of the
loans to July 28, 2015.  The recovery rating on that debt (issued
by co-borrowers Infor Global Solutions European Finance S.? R.L.
and Infor Enterprise Solutions Holdings Inc.) is '1', indicating
S&P's expectation for very high (90%-100%) recovery in the event
of a payment default.  The 'B-' corporate credit rating and stable
outlook on Infor remain unchanged.

                           Ratings List

                Infor Global Solutions Holdings Ltd.

       Corporate Credit Rating                 B-/Stable/--

                        Ratings Assigned

             Infor Enterprise Solutions Holdings Inc.
         Infor Global Solutions European Finance S.a.r.l.

         $1.5 bil. of U.S. dollar-dominated and
         eur503 mil. of euro- denominated 1st-lien
         term loans                                   B+
          Recovery Rating                             1


JAPAN AIRLINES: Claimant Wants JAL Status as Employer Determined
----------------------------------------------------------------
Martin Ventress asks the U.S. Bankruptcy Court for the Southern
District of New York to compel the U.S. Trustee for Region 2 to
determine whether Debtor Japan Airline was his employer or co-
employer.  Mr. Ventress says he is filing this motion in order to
establish:

   (i) his creditor priority status;

  (ii) JAL's Tax Liability pursuant to Section 505(3) of the
       U.S. Bankruptcy Code;

(iii) JAL's violations of the statute that "Prohibits an employer
       from retaliating against an employee for disclosing
       information to a Government or Law Enforcement Agency,
       where the employee has reasonable cause to believe that
       information discloses a violation of state for federal
       statute, or a violation or non-compliance with a state of
       federal regulation."

Mr. Ventress also tells the Court that his request is not limited
to the revocation or suspension of JAL's Federal Aviation
Administration Operating Certificate for various FAA violations
and breach of U.S. laws once it is established that in fact the
Debtor was Mr. Ventress employer or co-employer.

As earlier reported, Mr. Ventress had signed an employment
contract with Hawaii Aviation Contract Services, Inc., where he
was signed in to fly planes for JALways Co. Ltd.  He later
asserted a claim and filed a lawsuit against JAL, JALways and HACS
arising from a "wrongful termination" of his service.

Mr. Ventress believes that part of the U.S. Trustee's duties is to
oversee proofs of claim.  In light of these, he asks the U.S.
Trustee to investigate whether JAL was his employer or co-
employer, since JAL argued this from the time his claim had been
filed.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Deal Clarifying Scope of Ch. 15 Order Approved
--------------------------------------------------------------
The foreign representative of Japan Airlines Corp. received
approval from the U.S. Bankruptcy Court of a stipulation with
plaintiffs to antitrust actions, clarifying the scope of the
automatic stay and the Chapter 15 recognition order.

Between 2006 and 2008, various plaintiffs commenced certain
antitrust class actions against Japan Airlines Corp. and its
debtor affiliates and certain other defendants, which actions
collectively have been transferred by the United States Judicial
Panel on Multidistrict Litigation to courts in the Eastern
District of New York and Northern District of California and
currently are titled on their JPML dockets as: (a) In re Air Cargo
Shipping Services Antitrust Litig., Case No. 06-MD-1775 (JG) (VVP)
(E.D.N.Y. June 20, 2006); (b) In re Transpacific Passenger Air
Transportation Antitrust Litig., Case No. M:08-cv-01913-CRB (N.D.
Cal. Feb. 19, 2008); (c) In re Air Cargo Shipping Services
Antitrust Litigation, Case No. 1:06-md-01777 (E.D.N.Y.); and (d)
In re Transpacific Passenger Air Transportation Antitrust
Litigation, Case No. 07-cv-05634 (N.D. Cal.).

The order recognizing the Debtors' Japan Proceeding as a foreign
main proceeding pursuant to Chapter 15 of the Bankruptcy Code (a)
applies the automatic stay of Section 362 of the Bankruptcy Code
with respect to the Debtors and the property of the Debtors in the
territorial jurisdiction of the United States; and (b) enjoins all
persons and entities from commencing or continuing any judicial,
administrative or any other action or proceeding involving or
against the Debtors or their assets or proceeds thereof that are
located in the United States.

Certain of the Debtors' co-defendants in the Multidistrict
Litigation have filed pleadings or stated on the record in one or
more of the Antitrust Actions that the Recognition Order enjoins
the Plaintiffs from continuing the Antitrust Actions against the
Debtors and the Co-Defendants.

Accordingly, Eiji Katayama, Esq., the foreign representative of
the Debtors, and the Plaintiffs entered into a stipulation to
clarify the scope of the stay and injunction with respect to the
Antitrust Actions to permit the Plaintiffs to continue to
prosecute the Antitrust Actions against the Co-Defendants, but not
against the Debtors in any respect, and agree to all other terms
and provisions contained in the Stipulation.

The Parties acknowledge and agree that the stay and injunction
provided in the Recognition Order enjoin all persons and entities
from commencing or continuing, including the issuance or
employment of process of, any judicial, administrative or any
other action or proceeding against the Debtors or their assets or
proceeds thereof that are located in the United States, or to
recover a claim or enforce any judicial, quasi-judicial,
regulatory, administrative or other judgment, assessment, order,
lien or arbitration award solely against the Debtors or their
assets or proceeds thereof that are located in the United States.

Moreover, the Parties acknowledge and agree that the stay and
injunction do not prohibit the Plaintiffs from commencing or
continuing, including the issuance or employment of process of,
any judicial, administrative or any other action or proceeding
against any Co-Defendant or any Co-Defendant's assets or proceeds
thereof and to recover a claim or enforce any judicial,
quasijudicial, regulatory, administrative or other judgment,
assessment, order, lien or arbitration award against any Co-
Defendant or any Co-Defendant's assets or proceeds thereof;
provided that with respect to any actions or proceedings involving
the Debtors, no actions of any kind may be taken against the
Debtors or their assets or proceeds thereof, in any respect.

                            Responses

Various parties aired objections to the Stipulation.

Eiji Katayama, Esq., the foreign representative of the Debtors,
Responded that the Stipulation is consistent with the Court's
recognition order.   The Foreign Representative asserted that the
objecting parties have in no way demonstrated or justified that
sufficient "cause" necessary to lift or modify the stay, as to the
Debtors, exists.  Accordingly, the Foreign Representative avers,
the Court should overrule the Objections to the extent they
request lifting of the stay as to actions against the Debtors.

Following a hearing, Judge Peck approved the Stipulated Order, as
originally filed on the Court's docket.  Judge Peck notes that the
Recognition Order does not stay any actions or proceedings against
any other party other than the Debtors.  The Objections to the
Stipulation are overruled with prejudice.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: ETIC Reaches Deal on Purchase of Debt
-----------------------------------------------------
The Enterprise Turnaround Initiative Corporation of Japan
("ETIC"), following its decision to provide support to Japan
Airlines Corporation and related companies, reached on the
purchase decision of debt owed by the JAL Companies.

The decision is subject to approval by the Tokyo District Court of
the business revitalization plan to be submitted by the corporate
trustee under Corporate Rehabilitation procedures currently filed
by the JAL Companies.

The agreement on the purchase of debt means that ETIC determined
that it met the conditions stipulated in the ETIC Act so that all
relevant financial institutions either (1) applied to ETIC to sell
debt that fell within the scope of debt stipulated under the
corporate rehabilitation plan, with an application price for the
total debt obligation, or (2) agreed to the administration or
disposal of the debt, in accordance with the business
revitalization plan.  Implementation of the purchase of debt by
ETIC remains subject to the business revitalization plan being
approved, a statement from JAL related.

ETIC, as the corporate rehabilitation administration of the JAL
Companies appointed under Corporate Rehabilitation procedures,
will develop the business revitalization plan and continue to
support the rehabilitation of the JAL Companies.

The principal value of total debt, as held by financial
institutions as reorganization claims, to be purchased by the ETIC
is JPY710.318 billion.  The principal value of debt to be
purchased is JPY190.853 billion and the principal value of debt
for which financial support to be provided by financial
institutions is JPY519.465.

The revitalization program, according to JAL, comprises a
combination of ETIC support and Corporate Reorganization
procedures.  Because of this, the amount of debt forgiveness to be
provided by creditor financial institutions (i.e. the book value
of debt minus the amount of debt remaining after the change in
ownership under the revitalization plan) will be determined during
Corporate Reorganization procedures and cannot be confirmed at
this stage.

All trade and lease creditors continue to be paid as usual under
the revitalization program.  Other general credits (credit
extended by financial institutions or others that is outside the
scope of this decision to purchase) will be handled in accordance
with Corporate Rehabilitation procedures.

Japan's Minister of Economy, Trade and Industry, commented,
"[a]irline operations are the foundations of people's lifestyles
and a nation's economic activities.  I trust that sufficient
consideration should continue to be given so that no barriers
arise to the continuing operation of Japan Airlines and that the
business revitalization process should not impact on the
businesses partners."

Japan's Minister of Health, Labour and Welfare, said, "I have no
objection to the plan.  However, I ask that in advising on and
guiding the implementation of the corporate revitalization plan,
ETIC should ensure compliance with related laws and regulations
and secures ample opportunities for discussions with the
workforce."

         Other Creditors Not Content with Cost-Cutting Steps

Other JAL creditors like the Development Bank of Japan, Mizuho
Corporate Bank, Bank of Tokyo-Mitsubishi UFJ and Sumitomo Mitsui
Banking Corp., are having reservation at providing aid because
they have not yet seen sufficient cost-cutting progress, which
they hope to see through the reduction of long-haul flights to
Europe and the United States and to cater instead to the Asian
markets.

                  JAL's Cost-Cutting Measures

In view of its endeavor for more funds to hedge it out of
bankruptcy, JAL is seeking an effective, convincing plan to assure
its creditor banks of its survival in order to get more cash from
these lending institutions, The Japan Times reported.

According to The Japan Times, JAL has until the end of June to
come up with a feasible restructuring approach.  JAL and the ETIC
have drafted a plan which JAL hopes, would gain the financial
support of its prospect creditor banks.

The plan, in an effort to cut on costs, is looking at the
airline's withdrawal sometime after October of this year of 31
domestic and 16 international routes which are unprofitable.
The plan also contemplates on cutting 16,452 jobs or nearly one-
third of its workforce by the end of fiscal 2010.  The previous
plan announced the axing of only 31 routes and cutting 15,661 jobs
over three years, The Japan Times said.

JAL has been reported by the Yomiuri Newspaper to be dropping 29
international flights by the end of this fiscal year, 13 flights
more than the 16 international flight cuts the airline had earlier
announced.  Yomiuri said that the flight cuts involve trips from
Tokyo's Narita Airport to Sao Paulo and Milan and from Japan's
Kansai area to Bangkok and Beijing.  The airline will also drop 30
domestic flights in the same period, Yomiuri added.

In Los Angeles, JAL President Masaru Onishi has told Bloomberg
News that the airline is considering various alternatives to
increase job cuts as the company struggles to regain
profitability.  Bloomberg further said that JAL is contemplating
on severing 15,700 positions over the next three years.

The Nikkei Daily Newspaper, reported however, that instead of a
three-year span, JAL will put the ax on one-third, approximately
16,450 of its workforce by March 2011.

In a meeting with the pilot's union in Tokyo, JAL's pilots opted
to take the company's proposed 5% pay reduction for full-time
employees, Nikkei said.  JAL is also said to consider reducing its
pilot force, Nikkei reported.  When asked to comment on this
matter, the union declined, Nikkei added.

JAL is also planning to suspend its Kona, Hawaii route in an
effort to cut costs.  In light of this, Hawaii Tourism Authority
President Mike McCartney has schedule a trip to Japan to meet with
JAL executives regarding the continuation of the direct Japan-Kona
flight asserting that the halting of the flights is "critical"
because it generates annual revenue of $120 million.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: "K" Line Wants Lift Stay to Pursue Lawsuit
----------------------------------------------------------
"K" Line Logistics, Ltd., and "K" Line Logistics (USA), Inc., ask
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay imposed by
operation of Section 1520 of the Bankruptcy Code solely to allow
the pending case of Allianz Marine & Aviation Versicherungs AG v.
Japan Airlines Int'l Co., Ltd. et al., 2:09-cv-03911-JFW-CW, to
proceed in the U.S. District Court for the Central District of
California.

Pursuant to air waybill KKS-132 388, dated June 1, 2007, KLL and
KLLUS undertook to transport a TEL Telius SP SCCM Etching System
in 16 crates from Tokyo to Los Angeles.  In order to perform the
actual transportation of the Cargo from Japan to the United
States, KLL and KLLUS retained Japan Airlines, which, in turn,
issued air waybill 131 2769 3551 for the shipment.  The Cargo was
received by Japan Airlines on June 2, 2007, at which time two of
the 16 packages were loaded on pallet PMC25173JL.  The Cargo was
then loaded on Flight JL69I6.  After arriving at Los Angeles
International Airport, the Cargo was deplaned and transported to
Japan Airlines' facility at LAX.

During the course of breaking down pallet PMC25I73JL, one of the
crates was damaged when the blades of a forklift caught the end of
the crate and caused it to topple over.  The crate was determined
to be a total loss.  KLLUS filed a Preliminary Claim with Japan
Airlines, dated June 11, 2007, which was later followed by a
Formal Claim.   Moreover, the consignee's underwriters paid a
claim in the amount of US$792,805, net of a US$250,000 deductible.

In June 2009, the subrogated underwriters, Allianz Marine &
Aviation Versicherungs AG and Allianz Corporate & Specialty AG,
filed suit against KLL, KLLUS and Japan Airlines International
Co., Ltd., for damage to cargo as common carriers of goods for
hire by international air.  In turn, KLL and KLLUS asserted cross-
claims against the Debtor for indemnity in the event that the
district court found them liable to Allianz for the cargo damage.

At the time of the loss, several Japan Airlines entities,
including JAL, were insured under an airline aviation policy
issued by Tokio Marine & Nichido Fire Insurance Co, Ltd., covering
damage to cargo, Justine M. Heilig, Esq., at Hill Rivkins LLP, in
New York -- jheilig@hillrivkins.com -- relates.

Mr. Heilig asserts that it is undisputed that JAL's underwriters
have assumed the defense of the California action.  It is likewise
certain that coverage exists for the cargo loss under JAL's
airline aviation policy.  JAL would thus not be prejudiced by a
lifting of the automatic stay since Allianz, KLL, and KLLUS seek
nothing more than respective declarations of liability and
indemnity to serve as a predicate for recovery against JAL's
underwriters, Mr. Heilig says.

Mr. Heilig avers that the Central District of California would be
an expeditious forum for the resolution of the disputes among
Allianz, KLL, KLLUS, and JAL since the parties have already
proceeded to mediation and in principle have agreed, subject to
the lifting of the stay, to a potential resolution of the matter.
Finally, Mr. Heilig says, the impact of the stay and the potential
harm to KLL and KLLUS are greater than any detriment that JAL
would suffer if the stay were lifted.

                Foreign Representative Objects

Eiji Katayama, the Debtors' Foreign Representative, ask the
Bankruptcy Court to deny the Lift Stay Motion in its entirety on
the ground that "K" Line has not shown justifiable cause to obtain
the relief it seeks.  Granting the Lift Stay Motion would cause
the Debtors to expend additional time and significant resources in
addressing discovery requests in the District Court Litigation,
Mr. Katayama asserts.  Further, other litigants situated similarly
to the "K" Line may be emboldened by an order granting the Lift
Stay Motion, he adds.  This result clearly would undermine the
Debtors' attempts to restructure and, thus the District Court
Litigation should not be allowed to continue, he maintains.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JOEL WAHLIN: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Joel K. Wahlin
        22 Crooked Ear Court
        Sandpoint, ID 83864

Bankruptcy Case No.: 10-20479

Chapter 11 Petition Date: April 22, 2010

Court: U.S. Bankruptcy Court
District of Idaho (Coeur dAlene)

Judge: Terry L. Myers

Debtor's Counsel: Stephen Brian McCrea, Esq.
                  P.O. Box 1501
                  Coeur d'Alene, ID 83816-1501
                  Tel: (208) 666-2594
                  E-mail: mccreaecf@cda.twcbc.com

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

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

According to the schedules, the Company says that assets total
$13,021,669 while debts total $6,164,172.

The petition was signed by the Debtor.

Debtor's List of 6 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Kootenai Excavators Inc.            --                    $898,259
31656 HWY 200 E, Suite A
Ponderay, ID 83852

BF Builders Inc.                    --                    $145,000
65109 Highway 2
Bonners Ferry, ID 83805

CitiBusiness Card                   --                     $45,406
P.O. Box 6235
Sioux Falls, SD 57117-6235

James A Sewell and Associates LLC   --                     $36,738

US Bank                             --                     $11,784

American General Finance Services   --                     $10,000


JEFFREY VOGL: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jeffrey Lowell Vogl
        6170 Darby Avenue .
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-17125

Chapter 11 Petition Date: April 22, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 s. Rainbow Boulevard, Street. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  E-mail: todd@pietwright.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 17 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb10-17125.pdf

The petition was signed by the Debtor.


KAINOS PARTNERS: Can Sell New York Business to DBI Stores
---------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Kainos Partners Holding Company
LLC, et al., to sell a substantial portion of the assets and
business operations and related assets to DBI Stores LLC.

The buyer won the March 30 auction for the Debtor's assets
including the property located at 2939 Vineyard Drive, Dunkirk,
New York.

As reported in the Troubled Company Reporter on April 7, 2010,
Bill Rochelle at Bloomberg News reported that Dunkin bought most
of the stores for $3.5 million cash.  There were no competing
bids.

Greer, South Carolina-based Kainos Partners Holding Company, LLC
-- http://www.kainospartners.com/-- operates the "donut-and-
coffee" franchises.

The Company and its affiliates filed for Chapter 11 on July 6,
2009 (Bankr. D. Del. Lead Case No. 09-12292).  Two of its
affiliates filed for separate Chapter 11 petitions on Sept. 15,
2009 (Bankr. D. Del. Case Nos. 09-13213 to 09-13214).  An
affiliate filed for separate Chapter 11 petition on Sept. 23, 2009
(Bankr. D. Del. Case No. 09-13285).  Attorneys at the Law Offices
of Joseph J. Bodnar represent the Debtors in their restructuring
efforts.  The Debtor did not file a list of 20 largest unsecured
creditors.  In its petition, the Debtors listed assets and debts
both ranging from $10 million and $50 million.


KIM H KREUNEN: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Kim H. Kreunen filed with the U.S. Bankruptcy Court for the
Northern District of Mississippi its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,875,000
  B. Personal Property            $5,670,592
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,309,635
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $34,740
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,532,376
                                 -----------      -----------
        TOTAL                    $10,545,592      $19,876,751

Kim H. Kreunen -- dba Kreunen Real Estates, LLC; Kreunen Inc.;
Kreunen Development; Kreunen Construction, Inc.; Stewart and
Kreunen, LLC; Kreunen Development Group, LLC; Lyon Plantation,
LLC; and O.B. Warehousing Distribution Inc. -- filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. N.D. Miss. Case
No. 10-11108).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Debtor in her restructuring effort.  The Debtor
estimated her assets and debts at $10,000,001 to $50,000,000.


KIM H KREUNEN: Taps Harris Jernigan to Handle Reorganization Case
-----------------------------------------------------------------
Kim H. Kreunen asks the U.S. Bankruptcy Court for the Northern
District of Mississippi for permission to employ Harris Jernigan &
Geno, PLLC, as counsel:

Harris Jernigan will, among other things:

   -- advise and consult the Debtor-in-possession regarding
      questions arising from certain contract negotiations which
      will occur during the operation of business;

   -- evaluate and attack claims of various creditors who may
      assert security interests in the assets and who may seek to
      disturb the continued operation of the business; and

   -- appear in, prosecute, or defend suits and proceedings, and
      to take all necessary and proper steps and other matters and
      things involved in or connected with the affairs of the
      estate of the Debtor.

The hourly rates of Harris Jernigan personnel are:

     Graig M. Geno                  $300
     Jeffrey K. Tyree               $250
     Melanie T. Vardaman            $225
     Paralegal/Legal Assistants     $125

Mr. Geno tells the Court that Harris Jernigan received a $26,039
retainer to be applied to fees and expenses in the Chapter 11
case.

Mr. Geno assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Geno can be reached at:

     Harris Jernigan & Geno, PLLC
     587 HighLand Colony Parkway (39157)
     P.O. Box 3380
     Ridgeland, MS 39158-3380
     Tel: (601) 427-0048
     Fax: (601) 427-0050

                       About Kim H. Kreunen

Kim H. Kreunen -- dba Kreunen Real Estates, LLC; Kreunen Inc.;
Kreunen Development; Kreunen Construction, Inc.; Stewart and
Kreunen, LLC; Kreunen Development Group, LLC; Lyon Plantation,
LLC; and O.B. Warehousing Distribution Inc. -- filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. N.D. Miss. Case
No. 10-11108).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Debtor in her restructuring effort.  The Debtor
estimated her assets and debts at $10,000,001 to $50,000,000.


LANDRY'S RESTAURANTS: Sells 11-5/8% Notes to Fund Oceanaire Deal
----------------------------------------------------------------
Landry's Restaurants, Inc., on Friday priced an offering of an
additional $47.0 million aggregate principal amount of 11-5/8%
senior secured notes due 2015.  The Additional Notes will yield
net proceeds to the Company of approximately $49.8 million.

The Company plans to use a portion of the net proceeds of the
Additional Notes to finance the acquisition of all of the stock of
The Oceanaire, Inc., in accordance with a plan of reorganization
submitted by the unsecured creditors of Oceanaire in the U.S.
Bankruptcy court.  The plan provided for the sale of all of the
stock of Oceanaire pursuant to an auction process after the
Company submitted a stalking horse bid of $23.6 million and
entered into a stock purchase agreement with Oceanaire.  The
auction concluded on April 13, 2010, and the Company was the
successful bidder.  Confirmation of the plan is scheduled for
April 26, 2010.  If the plan is confirmed, the Company expects to
close the purchase of Oceanaire's stock shortly thereafter.

According to the Troubled Company Reporter on April 21, 2010, Ron
Ruggless at Nation's Restaurant News said the sale deal includes
$6.6 million for the restaurant locations and assumption of
$17 million in debt.

Landry's said the remaining net proceeds, or all of the net
proceeds in the event that the acquisition of Oceanaire is not
consummated, will be used to repay existing revolver balances and
for general corporate purposes.

The offering of the Additional Notes was led by Jefferies &
Company, Inc., as sole book-running manager.

The Company completed an offering of $406.5 million aggregate
principal amount of 11-5/8% senior secured notes due 2015 on
November 30, 2009.  The Additional Notes have the same terms and
will be part of the same series as the Initial Notes, including
being secured and guaranteed by certain of the Company's
subsidiaries.  The closing of the sale of the Additional Notes is
expected to occur on April 28, 2010.

The Additional Notes are being offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended and outside the United States pursuant to
Regulation S under the Securities Act.

The Company and certain of the Company's subsidiaries also entered
into an amendment to its $235.6 million Second Amended and
Restated Credit Agreement dated November 30, 2009.  The amendment
(a) allows for the issuance of the Additional Notes and (b)
subject to compliance with size and specific financial covenants,
allows acquisitions by the Company and its restricted subsidiaries
of entities located in the United States.

The Additional Notes have not been registered under the Federal
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.

                    About Landry's Restaurants

Based in Houston, Texas, Landry's Restaurants, Inc. (NYSE:  LNY)
owns and operates full-service, casual dining restaurants,
primarily under the names of Rainforest Cafe, Saltgrass Steak
House, Landry's Seafood House, Charley's Crab, The Chart House,
and the Signature Group of restaurants.  The Company also owns and
operates select hospitality businesses, including the Golden
Nugget Hotel & Casinos in Las Vegas and Laughlin, Nevada.

                           *     *     *

Landry's Restaurants continues to carry S&P's (B/Watch Neg/--)
Corporate Credit Rating; and Moody's 'B2' Corporate Family and
Probability of Default Ratings.

                         About Oceanaire

The Oceanaire Texas Restaurant Company, L.P., dba The Oceanaire
Seafood Room, and five affiliates, including Oceanaire Inc., filed
for Chapter 11 on July 5, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
34262). Mark Joseph Elmore, Esq., and Robert Dew Albergotti, Esq.,
at Haynes and Boone, LLP, represent the Debtor in their Chapter 11
effort.  Oceanaire's petition estimated assets of $1,000,001 to
$10,000,000 against debts of $10,000,001 to $50,000,000 as of the
filing.


LAS VEGAS MONORAIL: Wants Plan Deadline Extended Until Aug. 17
--------------------------------------------------------------
The Associated Press reports that Las Vegas Monorail is asking the
Bankruptcy Court to extend until August 17 its exclusive period to
proposed a Chapter 11 plan.  The Company's current deadline is set
to expire on May 19.

                        Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


LEHMAN BROTHERS: Alvarez' Fees Reach $262MM; Weil's $164MM
----------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed in a regulatory filing
that it has paid $731,577,000 in fees to bankruptcy professionals
and the United States Trustee since filing for bankruptcy until
March 2010.

For March 2010 alone, Lehman paid $51,939,000 in bankruptcy fees.
In February 2010, Lehman paid $36,532,000 in bankruptcy fees.

Alvarez & Marsal LLC, which provides Interim Management services
to the Debtors' estate, was paid $15,508,000 for its work in
March.  So far, Alvarez & Marsal has received $262,166,000 since
the petition date.  A&M's Bryan Marsal serves as Lehman's chief
executive officer.

Weil Gotshal & Manges LLP, Lehman's lead bankruptcy counsel,
billed $7,248,000 for March work.  It has so far collected
$164,782,000 from the estate since the petition date.

Lazard Freres & Co., Lehman's Investment Banking Advisor, was paid
$3,042,000 for its March work.  Lazard has so far billed
$21,692,000 since the cases were started.  Jones Day, which acts
as Lehman's Special Counsel for Asia and Domestic Litigation
matters, billed $2,343,000.  Jones Day has collected $20,483,000
thus far.  Curtis, Mallet-Prevost, Colt & Mosle LLP, which serves
as Lehman's Conflicts Counsel, was paid $1,426,000 in March, and
has so far billed $15,838,000.

Lehman's bankruptcy estate also pays for the professionals hired
by the official committee of unsecured creditors.  According to
the Debtors' report, Milbank Tweed Hadley & McCloy LLP, the
Committee's Lead Counsel, was paid $5,309,000 for its March
services.  Milbank has so far collected $47,680,000 in the case.

FTI Consulting Inc., the Committee's Financial Advisor, charged
$4,013,000 for its March services.  FTI has so far racked up
$26,411,000 in fees.

Duff & Phelps LLC, the Chapter 11 examiner's Financial Advisor,
was paid $2,983,000 for March services.  It has so far billed
$36,235,000.  Jenner & Block LLP, the examiner's counsel, was paid
$6,355,000 for its March services.  The firm has collected
$48,401,000 thus far.

Lehman examiner Anton Valukas chaired Jenner & Block.  Mr. Valukas
has submitted to the Court a 2,200-page report on the collapse of
Lehman.

A full-text copy of Lehman's fees disclosure -- part of its March
2010 Monthly Operating Report -- is available at no charge at:

                   http://ResearchArchives.com/t/s?60a2

                       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)


LILLIAN VERNON: Shutting Down in Virginia Beach
-----------------------------------------------
WTKR reports that Lillian Vernon will be shutting down its
distribution center in Virginia Beach in August 2011.  According
to the report, about 200 warehouse and call center employees will
lose their jobs.  The Company blames a drop in sales as the reason
for the closing.

The company was bought by Current USA Inc. after Lillian Vernon
filed for bankruptcy.

                     About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended Feb. 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D. Del.,  ase No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The U.S. Trustee for Region 3 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in these cases.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


LIONS GATE: Board Amends Shareholder Rights Plan
------------------------------------------------
Lionsgate announced that its Board of Directors, after careful
consideration, including consideration of the unanimous
recommendation of the Special Committee of the Board and in
consultation with its financial and legal advisors, has amended
its Shareholder Rights Plan, previously implemented by the Board
on March 12, 2010.

The amended Shareholder Rights Plan provides that the shares held
by Carl Icahn and certain of his affiliated entities will be taken
into account in the vote at the Special Meeting of Shareholders
held on May 4, 2010.  Originally, the voting threshold for
confirming the Shareholder Rights Plan was a vote of the majority
of independent shares represented at the Special Meeting, and now
it is a majority of all shares represented at the meeting.

The amended Shareholder Rights Plan is currently in effect,
subject to confirmation through a vote of shareholders at the
Special Meeting. Shareholders of record as of March 23, 2010 are
entitled to vote at the Special Meeting.

The Company noted that the Icahn Group, as part of its unsolicited
tender offer to purchase up to all of Lionsgate common shares for
U.S.$7.00, reserves the right to waive the minimum tender
condition.  By doing so, the Icahn Group could be able to buy a
smaller number of shares that could give it effective control. To
date, the Icahn Group refuses to make the minimum tender condition
irrevocable, which Lionsgate believes is unfair to its
shareholders and risks depriving them of making a meaningful,
value-driven decision to accept or reject the offer.

Lionsgate respectfully believes that RiskMetrics Group's (Canada)
policy to vote against shareholder rights plans that do not allow
for partial permitted bids is misguided.  Lionsgate believes that
partial bids are inherently coercive and that the Shareholder
Rights Plan is fair to all shareholders.  Lionsgate agrees with
Glass Lewis & Co.'s and Egan-Jones Proxy Services' recommendations
that shareholders vote FOR the Shareholder Rights Plan and that
its provisions "may serve to protect shareholder interests in the
event that a takeover bid does not reflect the full value of the
Company's shares" and that the approval of the Shareholder Rights
Plan "is in the best interest of the Company and its
shareholders."*

In conjunction with the amended Shareholder Rights Plan, the
Company filed proxy statement supplements in the U.S. and Canada.

                       About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is a leading, diversified independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.  The
Lions Gate brand name is synonymous with original, cutting edge,
quality entertainment in markets around the world.

As reported by the Troubled Company Reporter on March 10, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Lions Gate to negative from stable.  At the same time, S&P
affirmed ratings on Lions Gate, including the 'B-' corporate
credit rating.

Lions Gate carries Moody's "B2" corporate family rating and
probability of default rating.


MAGIC BRANDS: Wins Approval of First Day Motions
------------------------------------------------
Magic Brands, LLC, parent of the Fuddruckers and Koo Koo Roo
restaurant brands, announced that its has received Bankruptcy
Court approval to, among other things, pay pre-petition employee
wages, salaries and benefits during its voluntary restructuring
under Chapter 11.  The Company also received permission to honor
its various customer programs, including use of gift cards.

The Court also approved on an interim basis financing from Wells
Fargo Capital Finance, Inc., which will provide the Company with
sufficient liquidity to continue operations, pay employees, and
purchase goods and services going forward.

Fuddruckers Chief Executive Officer Peter Large said he was
pleased with the Bankruptcy Court's prompt approval of its "first-
day" motions and interim DIP financing.

"Approval of our first-day motions sets the Company on a very
strong footing. This relief ensures that normal operations will
continue at all Fuddruckers restaurants," said Mr. Large.

"Our restaurants are open and running as usual. Vendors will be
paid for all goods furnished and services provided after the April
21, 2010 filing date. Employee wages and benefit programs will
continue as before."

As previously announced, Magic Brands LLC signed an asset purchase
agreement with Tavistock Group to sell substantially all of its
assets in a $40-million going concern transaction. As required
under the agreement and to facilitate the sale, the Company filed
voluntary petitions for reorganization in the District of Delaware
in Wilmington on April 21, 2010.

                       About Tavistock Group

Tavistock Group is an international private investment company
founded by Joe Lewis. The company provides creative capital
structured for each investment opportunity and looks to deploy
between $25 million to $1 billion behind established businesses
which benefit from its capital, flexibility, management expertise
and global network of resources. Tavistock Group invests for the
long-term and focuses on improving all aspects of its investments,
striving to generate strong returns and achieve excellence in
every industry in which it competes.

Through Tavistock Restaurants, Tavistock Group holds a diverse
collection of restaurant brands, with concepts ranging from fast
casual to fine dining. Tavistock Restaurants owns and operates
Austin-based FREEB!RDS World Burrito, with 32 locations open and
an additional 20 expected to open in 2010. Other Tavistock
Restaurants brands include ZED451, Cafe del Rey, Napa Valley
Grille, Blackhawk Grille, California Cafe and Sapporo.

For more information on Tavistock Group, visit www.tavistock.com.
For more information on Tavistock Restaurants, please visit
http://www.tavistockrestaurants.com/

                       About Magic Brands

Magic Brands, LLC is the parent of the Fuddruckers and Koo Koo Roo
restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/--
was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.


MAGIC BRANDS: Sets May 10 Sale-Procedures Hearing
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on May 10 to consider approval of the sale
process proposed by Magic Brands LLC.

Magic Brands, parent of the Fuddruckers and Koo Koo Roo restaurant
brands, has signed an Asset Purchase Agreement with Tavistock
Group to sell substantially all of its assets in a $40 million
going concern transaction.

                       About Magic Brands

Magic Brands, LLC is the parent of the Fuddruckers and Koo Koo Roo
restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/--
was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.


MAGNA ENTERTAINMENT: Court Confirms MID-Backed Reorganization Plan
------------------------------------------------------------------
MI Developments Inc.'s Plan of Reorganization in respect of Magna
Entertainment Corp. and certain of its subsidiaries, jointly
proposed by MEC, MID and the Official Committee of Unsecured
Creditors of MEC, has been confirmed by order of the United States
Bankruptcy Court for the District of Delaware.  The original
litigation settlement, to be implemented by the Plan, was
announced by MID on January 11, 2010.

"We are thankful that the bankruptcy process is drawing to a close
and we have recovered value for our loans," stated Dennis Mills,
MID's Vice-Chairman and Chief Executive Officer.  "As we proceed
to take ownership of the acquired assets, we look forward to
implementing individual plans for each asset to improve and
maximize their economic values."

Under the terms of the Plan, in exchange for the dismissal with
prejudice of the action commenced by the Creditors Committee in
the Bankruptcy Court and releases of MID, its affiliates, and all
current and former officers and directors of MID and MEC and their
respective affiliates, the unsecured creditors of MEC will receive
US$89 million in cash plus US$1.5 million as a reimbursement for
certain expenses in connection with the action.

In addition, under the terms of the Plan and in full satisfaction
and release of all MID's claims against the MEC and its debtor
subsidiaries, certain assets of MEC will be transferred to MID,
including among other assets, Santa Anita Park, Golden Gate
Fields, Gulfstream Park (including MEC's interest in The Village
at Gulfstream Park, a joint venture between MEC and Forest City
Enterprises, Inc.), The Maryland Jockey Club, AmTote
International, Inc. and XpressBet, Inc.

With respect to the non-real estate related MEC assets that will
be transferred to MID as contemplated by the Plan, MID intends to
later announce certain forbearance terms or funding limitations or
other restrictions to be approved by the Special Committee with
respect to any future investments by MID in, or funding to be made
by MID in respect of, such assets.

The Plan will not become effective unless and until the conditions
set forth in the Plan have been satisfied or waived, including the
receipt by MID and MEC of regulatory approvals pursuant to the
Plan. MID expects the effective date of the Plan to occur on
April 30, 2010.

The Associated Press reports that financial advisers of Magna
Entertainment Corp. said creditors will fare better in the
Company's plan of reorganization than they would from more sales
of assets.

                       About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MONEYGRAM INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
for MoneyGram International Inc and revised the rating outlook to
stable from negative.  The revision of the outlook to stable is
based on solid performance of the money transfer business amidst
the global recession and the stabilization of the Financial Paper
Products segment.

For FY2009, MoneyGram experienced an increase in money transfer
revenues of 3% while transaction volume increased 6% compared to
the prior year.  Transaction was well ahead of the World Bank's
estimate of about 6% decline in global remittances during 2009.
In addition, while Moody's expects the FPP segment profitability
will likely remain significantly lower than historical periods,
FPP will generate stable, albeit modest, profitability due to a
more conservative investment portfolio and revised fee structure.
The outlook revision to stable also considers the long-term growth
prospects of the Global Funds Transfer business and its potential
to more than offset the FPP profit decline.

MoneyGram's B1 corporate family rating reflects the company's
strong market position in its core money transfer business and
Moody's long-term positive outlook for the worldwide money
transfer industry.  The money transfer business has shown
resiliency during the global economic downturn and despite the
distractions caused by the company's investment losses in 2007 and
2008.  MoneyGram's consistent cash flow generation and operating
profitability, excluding nonrecurring investment losses and one-
time items, also supports the overall rating.  However, the rating
is restricted by the significant leverage the company has added
from the 2008 recapitalization with Thomas H. Lee Partners, L.P.
and affiliates of Goldman, Sachs & Co.  Also constraining the
rating is the company's geographic and business line
concentration.

The stable rating outlook reflects that in a base-case scenario of
2-3% GDP growth in the U.S. for 2010 (with higher growth rates in
developing countries and slightly lower growth in Europe),
MoneyGram will generate improved free cash flow (excluding
convertible preferred PIK interest) and maintain its #2 market
share within the worldwide money transfer industry, which is
expected to grow over the long-term.  Despite the challenging
global economic environment, Moody's expect the company's
performance to remain steady over the intermediate term given its
strong global brand, breadth of agent locations worldwide, and
continued expansion of new products and opportunities abroad.

The last rating action for MoneyGram was on April 18, 2008, when
Moody's confirmed the B1 CFR and assigned a negative rating
outlook.

With $1.2 billion in total revenues for the twelve months ended
December 31, 2009, MoneyGram International, Inc., located in
Minneapolis, Minnesota, is a leading global transaction processor
of official check, money order, and money transfer services.


MOTORSPORT AFTERMARKET: Moody's Changes Default Rating to Caa2/LD
-----------------------------------------------------------------
Moody's Investors Service revised the Probability of Default
Rating for Motorsport Aftermarket Group, Inc., to Caa2/LD from
Caa2.  Moody's added the "LD" designation to signify its view of a
limited default event on the unrated Senior Subordinated Notes due
2016.  Moody's believes there has been an exchange of some of the
subordinated notes.  Moody's consider the cumulative exchange as a
restructuring due to the amount of debt involved, potential non-
compliance with financial maintenance covenants, and the company's
weak credit profile.  The "LD" designation will be removed and the
PDR will revert to Caa2 in approximately three days.

The Caa2 Corporate Family Rating continues to reflect Moody's
concerns about the sustainability of MAG's capital structure
amidst a prolonged weak operating environment in the motorcycle
industry.  Moody's believe continued demand weakness and
significant debt servicing obligations likely will limit the
company's ability to reduce its leverage significantly over the
near term (nearly 10.0x adjusted debt-to-EBITDA at 12/31/09).  The
ratings favorably reflect modestly improved liquidity as a result
of a bank credit agreement amendment completed in April 2009.  The
amendment reduced the revolving commitment to $30 million from
$60 million, but restored access to the facility through revising
financial maintenance covenant levels.

The negative rating outlook reflects Moody's concerns about
refinancing debt ahead of maturities starting in 2012.  A
downgrade could result from the absence of improved operating
performance, a contraction of liquidity, or changes to the
company's capital structure.

These ratings were impacted by the action:

Motorsport Aftermarket Group, Inc.

  -- Probability of Default Rating, revised to Caa2/LD from Caa2

  -- Corporate Family Rating, affirmed at Caa2

  -- $180 million Senior Secured Bank Credit Facilities, affirmed
     at B3 (point estimate revised to LGD2, 27% from LGD3, 31%)

  -- Outlook, Negative

The last rating action for Motorsport Aftermarket Group, Inc.,
occurred on July 6, 2009, when Moody's downgraded the Corporate
Family Rating to Caa2 from Caa1.

Motorsport Aftermarket Group, Inc., headquartered in Irvine, CA,
is a holding company with investments in subsidiaries which
design, manufacture and market parts and accessories for the
motorcycle and ATV industries.


MW SEWALL: Energy North's $9.27-Mil. Wins Auction for Chain
-----------------------------------------------------------
Times Record, citing papers filed with the court, reports that
Energy North Inc. made a winning bid for M.W. Sewall & Co.'s
Clipper Mart convenience store chain at $9.27 million plus the
value of the store's inventory, surpassing Cumberland Farms Inc.'s
$8.5 million offer.  A hearing is set for April 28, 2010, to
consider approval of the sale.

Headquartered in Bath, Maine, M.W. Sewall & Co. is a family
business that operates convenience stores, gas stations,
carwashes, and service centers; sells and delivers heating oil and
propane; and sells and services heating equipment.  The Debtor
filed for Chapter 11 protection on March 27, 2009 (Bankr. D. Maine
Case No. 09-20400).  George J. Marcus, Esq. at Marcus, Clegg &
Mistretta, PA represents the Debtor in its restructuring efforts.
The Debtor estimated assets of $10 million to $50 million and
debts of $10 million to $50 million in its chapter 11 petition.


NETFLIX INC Moody's Comments on 2010 Quarterly Results
------------------------------------------------------
Moody's Investors Service commented that Netflix Inc. (Ba2
Corporate Family Rating) reported another stunning quarter of
growth in gross and net subscriber additions for Q1 2010.  With
nearly 14 million subscribers now, on nearly 1.7 net additions in
Q1 (35% growth over the Q1 2009 subscriber base), and with the
growth trajectory expected to continue its upward trend, Moody's
believes that the company's breakout performance will result in
its dominance of the physical rental marketplace in the US at the
expense of rival competitors and at the expense of physical DVD
retail sales.  "We believe that the accelerating trend is
hastening the secular decline in physical DVD sales, if not the
leading cause for the steady decline," stated Moody's Investors
Service Senior Vice President Neil Begley.  Since physical DVD
sales are the largest component of theatrical film revenues,
Moody's believes that it is highly likely that studios will become
more engaged in confronting consumer habits and driving
relationships to maintain both their profitability and support
multiple channels of distribution.  "The goal would be to avoid a
single dominant distributor gaining leverage so powerful that they
can dictate pricing and economics like iTunes essentially has done
to the music industry," stated Mr. Begley.

Moody's also believes that Netflix's declining churn rate from
4.2% in Q1 2009 to 3.8% for Q1 2010 suggests an improving trend of
lower subscriber volatility.  This phenomenon may be driven by the
combination of consumer habits such as Netflix's growing inventory
of instant-streaming product and growing percentage of subscribers
utilizing it (55% in Q1 2010 versus 36% in Q1 2009), a reduction
of consumer DVD purchases and the consolidation of subscribers to
Netflix as opposed to competing services such as Blockbuster or
Hollywood Video.

While Netflix's debt-to-EBITDA leverage remains quite low for its
credit rating and trending lower, the Ba2 CFR reflects the risks
associated with the company's relatively young history, business
concentration, low barriers to entry and the potential for
disintermediation from alternative forms of content delivery as
technology transitions from physical discs to instant streaming
either via the Internet or within closed cable systems over the
longer-term.  Moody's believes that the company is presently a
contributing driver of such a shift, somewhat reducing the risk of
disintermediation for the company, but uncertainty surrounding the
evolution, which Moody's believe will occur over the next decade,
remains.  Though Netflix is the largest DVD rental company in the
US, with almost 14 million subscribers, comparing its base against
the nation's 110 million households suggests that there is still
substantial growth opportunity to increase market share.  Though
the rating remains constrained by the still substantial level of
competition in the distribution of content in general.  The
company's rating continues to consider the company's
predisposition for share repurchases, relatively low EBITDA
margins compared to traditional media, and significant though
improving subscriber churn.

The last rating action was on October 28, 2009, when Moody's
assigned an initial Ba2 CFR to Netflix and Ba2 to its new notes
issuance.

Netflix's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Netflix's core industry and
believes Netflix's ratings are comparable to those of other
issuers with similar credit risk.

Netflix, Inc., with its headquarters in Los Gatos, California, is
the largest online movie rental subscription service in the United
States with 2009 annual revenues of approximately $1.67 billion.


NEW ORLEANS SEWERAGE: Fitch Takes Rating Actions on Bonds
---------------------------------------------------------
Fitch Ratings takes this rating action on the New Orleans Sewerage
and Water Board, LA's utility system revenue bonds as part of its
continuous surveillance effort:

  -- Approximately $184.1 million sewer system revenue bonds,
     affirmed at 'BBB-'.

  -- Approximately $36.8 million water system revenue bonds,
     affirmed at 'B'.

The Rating Outlook is Stable.

Fitch will recalibrate the ratings on the sewer revenue bonds on
April 30, 2010, as described in the March 25, 2010 report
'Recalibration of U.S. Public Finance Ratings', available at
'www.fitchratings.com'.  At that time the ratings will be revised:

  -- The rating on the sewer revenue bonds will be revised to
     'BBB+' with a Stable Outlook.

Rating Rationale:

  -- The financial profile of the water system remains weak,
     although 2009 results are expected to be better due to a FEMA
     reimbursement for prior years' expenditures.

  -- The sewer system has recovered more quickly financially than
     the water system, although results for 2008 showed an
     unexpected decline in sewer revenues; staff reports this drop
     was the result of numerous account closures and adjustments
     made during the year.

  -- Staff reports that the working relationship with FEMA has
     improved, and they report that the timing and amounts of
     reimbursements have improved.

  -- The economic recovery in New Orleans has been negatively
     affected by the recession, but employment totals have been
     increasing in recent months as residents and businesses
     return to the city, and the city's unemployment rate remains
     below the U.S. average.

  -- Significant amounts of money still are coming into New
     Orleans for various infrastructure projects; many are still
     in the design stage, and transition to construction should
     provide some positive economic momentum.

Key Rating Drivers:

  -- Staff anticipates that a series of recently adopted water
     rate increases (annual hikes from 2007-2011) will enable the
     water system to establish self sufficiency by 2010 and
     eliminate the need for financial support from the sewer and
     drainage systems.

  -- As the area continues to recover -- albeit at an uneven pace
     -- Fitch anticipates that further population gains will help
     restore customer counts and needed cash flow to the board's
     operations.

  -- Capital needs for the water and sewer systems are extremely
     large, and the task of funding needed improvements will
     remain daunting for an extended period.

Security:

The sewer revenue bonds are secured by a gross pledge of revenues
of the board's sewer utility system, and the water revenue bonds
are secured by a net pledge of revenues of the board's water
utility system.

Credit Summary:

The financial position of the sewer fund is strengthening as the
New Orleans' recovery continues.  This improvement has been the
result largely of a series of sewer rate hikes, beginning in 2003,
which have aided cash flow as the board has struggled to recover
from the effects of Hurricane Katrina in fall 2005.  Although 2008
results were weaker than expected, Fitch anticipates continued
improvement in the sewer fund as management continues its
expenditure control efforts and population and customer base
return.  Meanwhile, the water fund continues to struggle as
recurring revenues fall short of meeting both operational and debt
service requirements.  While water system working capital remains
negative, liquidity turned positive in 2008, with cash and
investments totaling $5.1 million.  Management reports that 2009
water fund results will be aided by a nearly $17 million FEMA
reimbursement for operational outlays since 2005.  The one-time
reimbursement revenues, which are unrestricted, should generate
positive operating results for the year and solid debt service
coverage.

The rebound in sewer revenues since 2005 has enabled the system to
meet its obligations and increase liquidity over this period.
Available revenues (after operating expenses) generated debt
service coverage of 1.1 times in 2008 (based on audited figures;
using cash receipts, coverage was 1.56x); cash and investments
totaled $22.1 million or the equivalent of 189 days of
expenditures.  Preliminary 2009 results suggest sewer revenues
will cover expenses and marginally cover debt service.  Fitch has
cited liquidity as a credit concern for both the water and sewer
systems historically; as recently as 2004 sewer system cash and
investments totaled only $5.3 million at year-end.  The sewer rate
increases consisted of 15% hikes in both 2003 and 2004, and 14%
increases in 2005 and 2006.  Despite the improved financial
position, Fitch notes that both the sewer and water systems are
not generating surplus revenues sufficient to make a significant
contribution towards the sizable capital needs of each system.  As
capital needs are deferred, the potential for service
interruptions and increased costs in the future climbs.

Going forward, management recognizes the need to align recurring
sewer and water utility revenues with expenses, build up
liquidity, and generate funds for capital projects.  Toward that
end, the board has selected an outside consultant soon to conduct
a comprehensive financial plan and rate study for the water, sewer
and drainage systems (drainage tax bonds rated 'BBB' with a
Positive Outlook by Fitch); the project is expected to be
completed during the fourth quarter of 2010.  This action follows
a series of water rate increases approved by the board in March,
2007 that by 2011 will boost water charges by more than 50%
cumulatively.  Although Fitch believes that a combination of rate
hikes and a steady increase in customer count eventually will
stabilize water system operations, utility charge affordability
may be a concern given the relatively low wealth levels in the
city.

All three systems have large future capital needs, which result
from a combination of storm damage and aging infrastructure.
Estimated capital costs for the water system through 2014 total
roughly $240 million, with anticipated funding from board
resources projected to cover slightly less than two-thirds of the
costs.  Capital costs for all three systems total $2.9 billion
through 2014.  The largest component is drainage with
$2.26 billion in needs; funding for drainage projects will be
financed largely with federal monies -- currently projected at
nearly $1.7 billion.  The current customer base of roughly 120,000
has shown steady growth since June 2008 when a program to
aggressively pursue and close inactive accounts peaked, and the
customer count now is approximately 85% of the pre-Katrina total
of more than 140,000.

Recessionary forces have affected News Orleans' tourism business
and retail activity, dampening the positive effect of ongoing
reconstruction activity in the city.  Despite the weakened
economic climate, the city is registering employment gains and
numerous large-scale infrastructure projects are either in design
or under construction.  Fitch believes that the large amount of
recovery and rebuilding money flowing into the city and
surrounding area over the near term will provide a certain level
of support to economic activity and will establish a solid
foundation for future economic growth.  While progress continues,
Fitch notes that much work remains to be done in the critical
areas of housing, healthcare, education and public infrastructure;
the city still faces years of recovery ahead.

The most recent estimates put the city's population at between
310,000-330,000, or roughly 70% of the pre-storm total.
Employment registered some moderate improvement in 2007 and 2008,
and February 2010 totals indicate a 20% increase in employment
over the same period in 2009.  Despite the recent gains,
employment in the metro area remains about 15% below pre-Katrina
levels.  The latest city unemployment rate of 7.9% (February 2010)
was up from last year but trailed the national (10.4%) average for
the month.


NEWPAGE CORP: To Supply Spicers with Discovery(R) Papers
--------------------------------------------------------
NewPage Corporation and Spicers Paper on Friday unveiled a
definitive agreement for NewPage to supply Spicers Paper with a
private label brand of coated papers, Discovery(R), effective
immediately.  Discovery is a recognized and long standing Spicers
Paper brand that is the foundation of the company's exclusive
Advantage Grade family of coated paper products.  Discovery,
supplied by NewPage, offers an enhanced value proposition to
customers who will benefit from a domestically-produced product
that is widely available and produced across an efficient and
flexible paper manufacturing infrastructure.

Charlie Whitaker, president of Spicers Paper commented, "Spicers
Paper is excited to partner with a leading United States fine
paper manufacturer such as NewPage.  The future of our coveted
Discovery brand, a key component of our Advantage Grade portfolio
of coated products, is in very capable hands.  This change
represents an enhanced value proposition to our customers on many
fronts including Sustainable Forestry Initiative(R) certification
and a long-term sustainable source of supply for Discovery."

"We are very pleased to be teaming up with Spicers Paper to supply
a domestically-produced and environmentally sound product to the
print community," said Barry Nelson, senior vice president, sales
for NewPage.  "Print will continue to play a vital role in our
economy, and our relationship with Spicers Paper will help us
achieve our growth objectives in the sheet segment while providing
Spicers a continuing source of supply for this brand.  We are
excited about this opportunity to serve the North American paper
market from North American paper mills."

The new agreement between NewPage Corporation and Spicers Paper is
effective immediately and steps are underway to transition the
Discovery product into Spicers Paper locations across the United
States.

                       About Spicers Paper

Headquartered in Santa Fe Springs, California, Spicers Paper, Inc.
-- http://www.spicers.com/-- is a diversified, full service
distribution company with operations extending from the west coast
to the upper Midwestern regions of the United States.  Spicers
Paper is the only distribution company in the United States with
an extensive investment in custom sheeting Centers of Excellence
that now total twelve sheeters across seven U.S. locations.

Spicers Paper is a part of PaperlinX and PaperlinX North America.
PaperlinX is a fine paper merchant with businesses in Australia,
New Zealand, Asia, North America and Europe.  PaperlinX North
America is made up of Spicers Paper and Kelly Paper in the United
States and Spicers Canada and Coast Paper covering all markets
across Canada.

                     About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/is the largest coated paper
manufacturer in North America, based on production capacity, with
$3.1 billion in net sales for the year ended December 31, 2009.
The company's product portfolio is the broadest in North America
and includes coated freesheet, coated groundwood, supercalendered,
newsprint and specialty papers.  These papers are used for
corporate collateral, commercial printing, magazines, catalogs,
books, coupons, inserts, newspapers, packaging applications and
direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corp. reported $4.0 billion in total assets,
$468.0 million, $3.0 billion in long term debt, and $493.0 in
long-term obligations resulting to a $14.0 million stockholders'
equity as of Dec. 31, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on NewPage Corp. to 'CCC+' from 'SD' (selective default).
The outlook is negative.

S&P raised the issue-level rating on the company's second-lien
floating- and fixed-rate notes due 2012 to 'CCC-' (two notches
below the corporate credit rating) from 'D'.  The recovery rating
on these notes remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

S&P also raised the issue-level rating on the company's
subordinated notes to 'CCC-' from 'CC'.   The recovery rating is
unchanged at '6', indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a payment default.


OCEANAIRE TEXAS: Landry's Sells 11-5/8% Notes to Fund Buyout
------------------------------------------------------------
Landry's Restaurants, Inc., on Friday priced an offering of an
additional $47.0 million aggregate principal amount of 11-5/8%
senior secured notes due 2015.  The Additional Notes will yield
net proceeds to the Company of approximately $49.8 million.

The Company plans to use a portion of the net proceeds of the
Additional Notes to finance the acquisition of all of the stock of
The Oceanaire, Inc., in accordance with a plan of reorganization
submitted by the unsecured creditors of Oceanaire in the U.S.
Bankruptcy court.  The plan provided for the sale of all of the
stock of Oceanaire pursuant to an auction process after the
Company submitted a stalking horse bid of $23.6 million and
entered into a stock purchase agreement with Oceanaire.  The
auction concluded on April 13, 2010, and the Company was the
successful bidder.  Confirmation of the plan is scheduled for
April 26, 2010.  If the plan is confirmed, the Company expects to
close the purchase of Oceanaire's stock shortly thereafter.

According to the Troubled Company Reporter on April 21, 2010, Ron
Ruggless at Nation's Restaurant News said the sale deal includes
$6.6 million for the restaurant locations and assumption of
$17 million in debt.

Landry's said the remaining net proceeds, or all of the net
proceeds in the event that the acquisition of Oceanaire is not
consummated, will be used to repay existing revolver balances and
for general corporate purposes.

The offering of the Additional Notes was led by Jefferies &
Company, Inc., as sole book-running manager.

The Company completed an offering of $406.5 million aggregate
principal amount of 11-5/8% senior secured notes due 2015 on
November 30, 2009.  The Additional Notes have the same terms and
will be part of the same series as the Initial Notes, including
being secured and guaranteed by certain of the Company's
subsidiaries.  The closing of the sale of the Additional Notes is
expected to occur on April 28, 2010.

The Additional Notes are being offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended and outside the United States pursuant to
Regulation S under the Securities Act.

The Company and certain of the Company's subsidiaries also entered
into an amendment to its $235.6 million Second Amended and
Restated Credit Agreement dated November 30, 2009.  The amendment
(a) allows for the issuance of the Additional Notes and (b)
subject to compliance with size and specific financial covenants,
allows acquisitions by the Company and its restricted subsidiaries
of entities located in the United States.

The Additional Notes have not been registered under the Federal
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.

                    About Landry's Restaurants

Based in Houston, Texas, Landry's Restaurants, Inc. (NYSE:  LNY)
owns and operates full-service, casual dining restaurants,
primarily under the names of Rainforest Cafe, Saltgrass Steak
House, Landry's Seafood House, Charley's Crab, The Chart House,
and the Signature Group of restaurants.  The Company also owns and
operates select hospitality businesses, including the Golden
Nugget Hotel & Casinos in Las Vegas and Laughlin, Nevada.

                           *     *     *

Landry's Restaurants continues to carry S&P's (B/Watch Neg/--)
Corporate Credit Rating; and Moody's 'B2' Corporate Family and
Probability of Default Ratings.

                          About Oceanaire

The Oceanaire Texas Restaurant Company, L.P., dba The Oceanaire
Seafood Room, and five affiliates, including Oceanaire Inc., filed
for Chapter 11 on July 5, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
34262). Mark Joseph Elmore, Esq., and Robert Dew Albergotti, Esq.,
at Haynes and Boone, LLP, represent the Debtor in their Chapter 11
effort.  Oceanaire's petition estimated assets of $1,000,001 to
$10,000,000 against debts of $10,000,001 to $50,000,000 as of the
filing.


ODYSSEY PETROLEUM: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Odyssey Petroleum Corp. (US)
        1000 Pan Southern Drive
        Puckett, MS 39151

Bankruptcy Case No.: 10-01482

Chapter 11 Petition Date: April 23, 2010

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

Judge: Neil P. Olack

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

Estimated Assets: $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 Whitney Pansano, president.


OSI RESTAURANT: Moody's Affirms 'Caa1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the corporate family and
probability of default ratings of OSI Restaurant Partners, Inc.,
at Caa1.  In addition, Moody's upgraded the company's Speculative
Grade Liquidity rating to SGL-2 from SGL-3.  The outlook was
changed to stable from negative.

The change in outlook to stable reflects Moody's view that
although Moody's expect debt protection metrics will only
marginally improve from current levels Moody's believe they will
remain within a range appropriate for the current ratings.  In
addition, the outlook also expects that OSI maintains good
liquidity.

The SGL-2 speculative grade liquidity rating indicates good
liquidity and reflects Moody's view that OSI will be able to fund
all of its cash requirements through internal cash flows and cash
balances.  The rating also expects OSI will maintain an adequate
cushion with regards to its financial covenants.

The affirmation of the Caa1 Corporate Family Rating reflects OSI's
significant leverage, weak consumer demand trends, and continued
intense competition in the casual dining segment.  The ratings
also incorporate the company's large scale, good diversification,
and good liquidity.

Ratings affirmed are;

* Corporate Family Rating at Caa1

* Probability of Default Rating at Caa1

* $150 million working capital revolver expiring 2013 at B3 (LGD3,
  39%)

* $100 million pre-funded revolver expiring 2013 at B3 (LGD3, 39%)

* $1.310 billion term loan B due 2014 at B3 (LGD3, 39%)

* $550 million ($248 million outstanding) senior unsecured notes
  due 2015 at Caa3 (LGD5, 89%)

Rating upgraded is;

* Speculative Grade Liquidity rating upgraded to SGL-2 from SGL-3

The outlook was changed to stable from negative.

Moody's last rating action for OSI occurred on April 7, 2009, when
the company's Probability of Default Rating was raised to Caa1/LD
from Ca, its senior unsecured notes were raised to Caa3 from C,
its Corporate Family Rating and secured bank loan ratings were
confirmed, and the speculative grade liquidity rating was
affirmed.

OSI Restaurant Partners, Inc., owns and operates casual dining
restaurants throughout the US.  Annual revenues are approximately
$3.6 billion.


PAN AMERICAN: Moody's Assigns 'Ba2' Rating on $500 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 foreign currency bond
rating to up to US$500 million of medium-term notes to be issued
by Pan American Energy LLC, Argentine Branch under the company's
US$1.2 billion medium-term note program.  The notes issued under
the program are guaranteed by Pan American Energy LLC.  At the
same time, Moody's affirmed PAE's Ba1 global local currency issuer
rating.  The outlook for the ratings is stable.

PAE's ratings are supported by its substantial and growing reserve
and production profile, low cost structure, and conservative
financial leverage metrics, which, viewed alone, would be
indicative of a low investment-grade rated E&P company.  The
company has a strong market position in Argentina and has
demonstrated consistently sound financial and operating
performance relative to its peers, with a track record of
maintaining low financial leverage while growing production at
competitive costs.  However, PAE's ratings are constrained by the
geographic concentration of its reserves and production and by its
exposure to economic instability and political risks in Argentina
and to a lesser extent in Bolivia.  The instability of the region
and the high risk of government interference in the oil and gas
sector of Argentina could have negative effects on PAE's ability
to economically exploit its reserves, book additional proven
reserves, as well as require the company to make future negative
reserve revisions.

PAE's Ba2 foreign currency rating reflects its Ba1 local currency
rating, as well as its strong track record in servicing its
foreign currency debt obligations during the Argentine financial
crisis, its substantial exports and ability as an oil and gas
company operating in Argentina to keep up to 70% of its export
proceeds offshore, and the fact that it has a strong majority
owner that operates outside of Argentina.  At the same time, the
Ba2 rating takes into account Argentina's B2 long-term foreign
currency ceiling and B3 foreign currency bond rating, which
indicate a high degree of foreign currency convertibility and
transfer risk.  The bulk of PAE's debt is denominated in foreign
currency, and the risk of increased capital controls in Argentina
could impact its ability to service this debt.  Moody's note that
the company maintains a healthy foreign currency cash balance
offshore and exports account for approximately 71% of its total
revenues.

Moody's stable rating outlook assumes that PAE will continue to
maintain conservative financial policies.  Key to maintaining the
stable outlook and current ratings will be PAE's ability as a
joint venture to maintain a flexible dividend policy that is
managed in line with its internal capital requirements and the
maintenance of low financial leverage as it seeks to grow its oil
and gas reserves and production.  PAE's ratings can accommodate
less leverage than its peers in North America, as Moody's
generally attribute a lower value to PAE's reserves due to their
concentration in an economically and politically unstable region.

The last rating action was on October 24, 2007, when Moody's
upgraded PAE's global local currency rating to Ba1 from Ba2 and
its foreign currency bond rating to Ba2 from Ba3.

Pan American Energy LLC is a holding company owned 60% by BP plc
(Aa1, Stable) and 40% by Bridas Corporation (not rated).  The
company engages in the exploration and production of oil and gas
in the Southern Cone region of South America and is headquartered
in Buenos Aires, Argentina.  In March of this year, CNOOC Ltd (A1,
Positive) announced that it was purchasing a 50% stake in Bridas
Corporation.


PARKER DRILLING: Construction Delay Won't Affect Moody's B1 Rating
------------------------------------------------------------------
Moody's Investors Service considers Parker Drilling Company's
(Parker, B1 Corporate Family Rating, Stable Outlook) announcement
that it is delaying the construction and delivery of Rigs 272 and
273 to its customer BP Exploration (Alaska), Inc., as modestly
negative and will not impact its ratings.

The last rating action affecting Parker occurred on March 9, 2010,
when Moody's affirmed the company's ratings and assigned a B1
rating to Parker's senior unsecured notes offering.

Parker Drilling Company is headquartered in Houston, Texas.


PHILADELPHIA NEWSPAPERS: Revlon's Perelman Joins Toll Group
-----------------------------------------------------------
Ronald Perelman, the billionaire financier and chairman of
cosmetics company Revlon Inc., has joined Philly Papers L.L.C. --
which is made up of two previous investors in Philadelphia
Newspapers, Bruce Toll, vice chairman of Toll Bros. Inc., and the
Carpenters Union pension fund; and philanthropist David Haas -- to
buy the Philadelphia Inquirer and the Philadelphia Daily News out
of bankruptcy protection.

The Wall Street Journal's Shira Ovide the Perelman group and two
other parties are slated to participate in a court-mandated
auction scheduled today.

Bruce Toll who was part of an original investor group that bought
the newspapers in 2006.

According to the Journal, a spokesman said two other groups in the
deal mix include some of the existing holders of the newspapers'
debt, and Stern Partners, a Vancouver investment firm that owns a
string of Canadian newspapers.

The Troubled Company Reporter, citing The Philadelphia Inquirer,
said on April 22, 2010, that the auction is central to the
Debtors' plan to settle $318 million in debt to its senior
lenders, who include Angelo, Gordon & Co., the CIT Syndicated Loan
Group, Credit Suisse, and Eaton Vance Management.

The Philadelphia Inquirer last week reported Philly Papers, the
so-called stalking horse bidder, has offered $35 million in cash
and a $17 million letter of credit to purchase everything but the
Debtors' North Broad Street headquarters, which would go to the
lenders.

The auction will start at 11 a.m. at the New York offices of
Proskauer Rose L.L.P., one of the Debtors' two law firms.

As reported by the Troubled Company Reporter on April 13, 2010,
the U.S. Court of Appeals for the Third Circuit denied a request
by lenders to halt the auction for Philadelphia Newspapers'
assets.  The secured lenders wanted the auction put off pending
further review by the Court of Appeals or the Supreme Court with
respect to the Court of Appeals' ruling that barred lenders from
submitting a credit bid at the auction.  As reported by the TCR on
March 23, the Court of Appeals, in a 96-page opinion, has allowed
Philadelphia Newspapers to pursue a sale process that would bar
credit bidding by secured lenders.

A copy of the Third Circuit Ruling is available for free at
http://bankrupt.com/misc/PhillyPapers_AppealsCourt_Ruling.pdf

                        The Chapter 11 Plan

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

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

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

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

                   About Philadelphia Newspapers

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

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

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

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


POINDEXTER JB: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Houston, Texas-based Poindexter (J.B) & Co. Inc., including the
'B' corporate credit rating.  At the same time, S&P revised the
outlook to stable from negative.

"The ratings affirmation and outlook revision reflect S&P's
expectation that Poindexter's credit measures will recover
gradually in 2010 and that the company will maintain adequate
liquidity for the ratings," said Standard & Poor's credit analyst
Gregoire Buet.  "This is despite potentially increasing working
capital requirements," he continued.

The ratings on privately held Poindexter reflect the company's
high leverage, exposure to cyclical and midsize end markets, and
historically variable cash flows.  The company's leading niche
market positions only partially mitigate these risks.

While Standard & Poor's expects credit measures to remain somewhat
weak compared with S&P's expectations, with adjusted financial
leverage likely to remain above 6x in 2010, S&P expects credit
measures to start to improve in the second half of 2010.
Considering current excess cash balances, S&P expects that the
company will be able to accommodate potentially increasing working
capital requirements and maintain an adequate liquidity position.
If these requirements or other cash needs cause the cash balance
to fall below $20 million while leverage remains elevated, or if
the company does not maintain a committed credit facility, S&P
could potentially lower the ratings.  If Poindexter's operating
performance improves and leverage trends back to about 4x to 5x,
S&P could raise the ratings on the company.


PROVIDENT ROYALTIES: Plan Confirmation Hearing Set for June 8
-------------------------------------------------------------
The Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District of Texas will consider at a hearing on June 8,
2010, at 1:30 p.m. (prevailing Central Time,) the confirmation of
the Plan of Liquidation for Provident Royalties, LLC, et al.  The
hearing will be held at the U.S. Bankruptcy Court, 1100 Commerce
Street, 14th Floor, Dallas, Texas.

The Court approved the Disclosure Statement proposed by Dennis L.
Roossien, Jr., Chapter 11 trustee.

The deadline for the receipt of ballots and objections to the
confirmation of the Plan is fixed as May 28, 2010, at 5:00 p.m.
C.T.)

According to the Disclosure Statement, the Plan is designed to
accomplish the orderly liquidation of the Debtors' estates and
distribution of the proceeds of such liquidation to the
beneficiaries of the estates through (i) significant predicate
settlements and compromises among the Chapter 11 Trustee, the
Committees, the Sinclair Entities, and other parties; (ii) the
Chapter 11 Trustee as the Plan Agent for the purpose of
administering the Plan with respect to unclassified Claims and
Claims in Classes 1 through 5 under the Plan (excluding the
Sinclair Allocation), orderly and efficiently resolving Disputed
Claims, and making Distributions to holders of Allowed Claims; and
(iii) the creation of the PR Liquidating Trust.

Under the Plan, the PR Liquidating Trust will receive all assets
of the Debtors and their estates remaining after, and not required
for, the administration and payment of unclassified claims against
the Debtors and all claims in Classes 1 through 5 of the Plan
(excluding the Sinclair Allocation).

                        Treatment of Claims

   Class                         Estimated Percentage Recovery
   -----                         -----------------------------
1 - Secured Claims ($1.6MM)                 100%
2 - Priority Non-Tax Claims ($150,000)      100%
3 - General Unsecured Claims                100%
    ($13.9MM - $20.1MM)
4 - Sinclair Claim ($25MM)                Unknown
5 - Subordinated Claims                     100%
6 - Preferred Stock                       Unknown
7 - Other Equity Interests                  None

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

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Mr. Roossien, Jr., has selected Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., has selected Munsch Hardt Koph & Harr, P.C., as
counsel.  Gardere, Wynne, Sewell, LLP represents the official
committee of unsecured creditors.  Rochelle McCullough, LLP
represents the official investors committee.

The Company, in its petition, listed between $100 million and
$500 million each in assets and debts.


RC LANDWORKS: Files for Chapter 11 Bankruptcy in Oregon
-------------------------------------------------------
Business Journal of Portland says RC Landworks Inc. filed for
Chapter 11 protection in the U.S. Bankruptcy Court in Oregon,
listing both assets and debts of between $500,000 and $1,000,000.

Nicholas Henderson of Motschenbacher & Blattner LLP of Portland
represents the Company.

RC Landworks Inc. is in the construction and hardware business.


RCC NORTH: Files List of 12 Largest Unsecured Creditors
-------------------------------------------------------
RCC North LLC has filed with the U.S. Bankruptcy Court for the
District of Arizona a list of its 12 largest unsecured creditors:

   Entity                                       Claim Amount
   ------                                       ------------

Eye Level Holdings, LLC
15111 N. Pima Road
Suite 200
Scottsdale, AZ 85260                                $125,373

APS
P.O. Box 53933 Sta. 3200
Phoenix, AZ 85072-3933                               $36,752

Creative Design
Flooring Inc.
7891 E. McClain Dr., #105
Scottsdale, AZ 85260-1675                             $6,582

Caretakers Building
Maintenance                                           $6,516

ACS Janitorial                                        $3,560

Maximum Quality
Landscape, LLC                                        $3,153

DB Water Technologies                                 $1,069

Detection Logic, Inc.                                   $260

Ironwood Custom
Finishing                                               $188

Epic Sign Group, Inc.                                   $150

All Lighting Products,
Inc.                                                    $145

Oliver Plant Company                                    $172

Scottsdale, Arizona-based RCC North LLC filed for Chapter 11
bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No.
10-11078).  Philip R. Rudd, Esq., at Polsinelli Shughart PC,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $50,000,001 to $100,000,000.


RCC NORTH: Section 341(a) Meeting Scheduled for May 18
------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of RCC North
LLC's creditors on May 18, 2010, at 12:00 p.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.

Scottsdale, Arizona-based RCC North LLC filed for Chapter 11
bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No.
10-11078).  Philip R. Rudd, Esq., at Polsinelli Shughart PC,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $50,000,001 to $100,000,000.


RCC NORTH: Wants to Employ Polsinelli Shughart as Bankr. Counsel
----------------------------------------------------------------
RCC North, LLC, has asked for authorization from the U.S.
Bankruptcy Court for the District of Arizona to employ Polsinelli
Shughart PC as bankruptcy counsel.

PS will:

     a. prepare pleadings and applications and conduct
        examinations incidental to the administration of the
        bankruptcy case and estate;

     b. advise the Debtor of its rights, duties, obligations under
        Chapter 11 of the Bankruptcy Code;

     c. take any and all other necessary action incident to the
        proper preservation and administration of the Chapter 11
        estate; and

     d. advise the Debtor in the formulation and presentation of a
        plan pursuant to Chapter 11 of the U.S. Bankruptcy Code,
        and the accompanying disclosure statement.

PS will be paid $135 to $600 per hour for its services.

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

Scottsdale, Arizona-based RCC North LLC filed for Chapter 11
bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No.
10-11078).  The Company estimated its assets and debts at
$50,000,001 to $100,000,000.


REFCO INC: Underwriters Settle Shareholder Lawsuit
--------------------------------------------------
A group of underwriters have agreed to pay $49.5 million to settle
a consolidated shareholder lawsuit over the collapse of Refco Inc.
into bankruptcy in 2005, American Bankruptcy Institute reports.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REGENT COMMUNICATIONS: Resilient Agrees to Drop Plan Appeal
-----------------------------------------------------------
netDockets reports that Regent Communications, Inc., and Resilient
Capital Management, LLC, have reached a settlement of Resilient's
attempt to have an Official Committee of Equity Security Holders
and its challenge to Regent's plan of reorganization.  The
settlement was approved by Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware.  Resilient has
agreed to withdraw its appeals of the order denying appointment of
an equity committee and the order confirming Regent's plan of
reorganization.

netDocket says the settlement agreement also discloses that
Resilient had informed Regent that it intended to seek a stay of
the confirmation order to preclude Regent from consummating the
plan pending the appeals and also file a motion seeking allowance
of Resilient's fees and expenses as a substantial contribution
claim.  As consideration for withdrawing the appeals and releasing
all of its claims and interests, Resilient is receiving a $125,000
payment.

According to netDockets, the motion suggests that the payment is
approximately equal to the fees and expenses that Resilient would
have sought as a substantial contribution claim.

Resilient said in court papers filed in March that it holds 6.6%
of the common stock of Regent Communications.  As reported by the
Troubled Company Reporter on April 16, 2010, Resilient objected to
the Debtors' plan.  Under the proposed plan, general unsecured
claims would be paid in full but existing equity would be
canceled.  Existing equity holders would receive their pro rata
share of $5.5 million (almost 13 cents per share), which is
characterized as a "gift" because the Debtors assert that existing
equity is out of the money.  The Debtors' assertion regarding the
value of existing equity is supported by a valuation prepared by
Oppenheimer & Co. Inc.

Resilient argued that Oppenheimer's valuation is "artificially
depressed" due to several aspects of Oppenheimer's valuation
methodology.  Resilient said "there is a substantial likelihood
that there is sufficient equity value in the Debtors to distribute
to the common equity holders."  Resilient argued that appointment
of an equity committee was necessary because common shareholders
"will not be adequately represented in these cases without the
appointment of an official committee."

                    About Regent Communications

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations. There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10632) with an agreement in
principal with its lenders for a consensual financial
restructuring that will result in the elimination of $87 million
of the Company's debt. On April 14, the Bankruptcy Court has
confirmed the Company's Plan of Reorganization.  Regent expects
its Plan to become effective by April 27.

The plan will allow Regent to emerge from Chapter 11, after only
60 days. All outstanding shares of the Company's common stock will
be extinguished on the Plan's effective date. Senior debtholders
will convert their holdings into a new series of equity in the
Company, while current public equity shareholders will receive by
early to mid-May 12.8 cents for each share they own.

Regent Communications is advised by Oppenheimer & Co., Inc., in
connection with its financial restructuring.  Latham & Watkins LLP
and Young Conaway Stargatt & Taylor, serve as bankruptcy counsel.
As of January 31, 2010, the Company had $166,506,000 in assets and
$211,282,000 in liabilities.


REICHHOLD INDUSTRIES: S&P Gives Stable Outlook; Keeps 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on Reichhold Industries Inc. to stable from negative.

At the same time, S&P affirmed the 'B-' corporate credit rating
and the 'CCC+' issue-level rating on Reichhold's senior unsecured
debt.  The recovery rating on Reichhold's senior unsecured notes
remains unchanged at '5', which indicates S&P's expectation of
modest (10% to 30%) recovery in the event of a payment default.

"The outlook revision reflects Reichhold's improved financial
performance during the past several quarters," said Standard &
Poor's credit analyst Henry Fukuchi.  "The company mitigated
reduced volumes and lower selling prices through cost reduction
efforts and benefited from favorable raw material costs."

S&P expects operating trends to stabilize in 2010 supported by a
rebound in volumes within Reichhold's composites segment,
improving economic conditions, and the benefits of cost
reductions.  These trends should offset ongoing concerns related
to weak operating margins.  The company is likely to face somewhat
higher raw material costs as economic conditions improve.  The
stable outlook incorporates S&P's expectation of raw material and
energy costs going up in the near term, however, at a moderate
rate relative to 2008 and 2009 levels.


RICCO INC: Ch. 11 Trustee Sought to Reconstruct Records
-------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, asks the U.S.
Bankruptcy Court for the Northern District of West Virginia to
appoint a Chapter 11 trustee in the Chapter 11 case of Ricco, Inc.

The U.S. Trustee said that Ricco has failed to maintain any
written accounting records since at least 2003.  Ricco's failure
to maintain necessary accounting records, failure to file required
tax returns, failure to maintain bank accounts and failure to
practice fundamental accounting principals to account for the
repayment of loans and receipt of account receivables constitute
gross mismanagement.

The U.S. Trustee adds that the appointment of a Chapter 11 Trustee
is in the best interest of creditors so that an independent party
can make the necessary inquiries for the benefit of creditors and
pursue any potential causes of action necessary to maximize the
assets available to the estate.

The Debtor is represented by:

     Todd Johnson, Esq.
     Johnson Law, PLLC
     Post Office Box 519
     Morgantown, WV 26507-0519
     Tel: (304) 292-7933
     Fax: (304) 292-7931
     Email: johnsonlawoffice@gmail.com

                         About Ricco, Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on
January 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023).  Todd
Johnson, Esq., at Johnson Law, PLLC, assists the Company in its
restructuring effort.  The Company has assets of $15,162,600, and
total debts of $4,093,674.


RIVER ROAD: Has Until June 9 to File Plan
-----------------------------------------
Bill Rochelle at Bloomberg News reports that River Road Hotel
Partners LLC received an extension of the exclusive right to
propose a Chapter 11 plan until June 9.  The judge, according to
the report, previously said that any extension is contingent upon
River Road's submission to secured lenders of a "written, specific
and detailed restructuring proposal" by April 9.  Although a
proposal was delivered on time, the lender said it was "wholly
unacceptable."

River Road Hotel Partners LLC is the owner of the InterContinental
Chicago O'Hare airport hotel.  Affiliate RadLAX Gateway Hotel LLC
owns the Radisson hotel at Los Angeles International Airport.
Both are ultimately controlled owned by Harp Group.

River Road and RadLAX filed Chapter 11 in Chicago in August 2009
(Bankr. N.D. Ill. Case No. 09-30029).  Based in Oak Brook,
Illinois, River Road listed assets of as much as $100 million and
debt of as much as $500 million.


SAINT ALBANS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Saint Albans Outreach Day Care Center, Inc
        109-53 Farmers Boulevard
        Saint Albans, NY 11412

Bankruptcy Case No.: 10-43454

Chapter 11 Petition Date: April 22, 2010

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

Judge: Elizabeth S. Stong

Debtor's Counsel: John W Freeman, Esq.
                  135-49 234th Street.
                  Jamaica, NY 11422
                  Tel: (347) 581-4485

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 7 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-43454.pdf

The petition was signed by Cheryl A. Dunn, executive director.


SAINT VINCENTS: Gets Interim Nod of $78 Million DIP Facility
------------------------------------------------------------
Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York authorized Saint Vincents Catholic Medical
Centers of New York and its debtor affiliates to borrow, on an
interim basis, $50 million of the $78 million postpetition loan
from General Electric Capital Corporation, as lender and as agent
for the lenders, and TD Bank, N.A., as lender.

The Debtors will have the option to request an increase in the
aggregate commitments to an amount not to exceed $85,000,000,
which increase will be in the sole discretion of the DIP Agent and
DIP Lenders.

The proceeds of the DIP Facility may be used to pay the full
amount of the prepetition secured revolving loan obligations owing
to Prepetition Agent and Prepetition Lenders, and fund general
financial requirements of the Debtors under the Chapter 11 cases
subject to the limitations set forth in the DIP Credit Agreement.
Proceeds of the DIP Facility will be used in accordance with a 13-
week cash flow budget available for free at:

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

                         Material Terms

   Interest    * Non-Default Interest Rate: Base Rate plus 3%
   Rates:        per annum, payable in arrears on the first day
                 of each month.

               * Default Interest Rate: Base Rate plus 5% per
                 annum, payable on demand of the DIP Agent.

   Fees:       * Loan Fee -- a loan fee in the amount of 1% of
                 the Aggregate Commitment amount, payable at
                 closing.

               * Agent Fee -- an agency fee to the DIP Agent, as
                 set forth in a confidential side letter.

               * Unused Line Fee -- an unused commitment fee
                 equal to the average daily balance of the
                 Aggregate Commitment during the preceding
                 calendar month, less the sum of the average
                 daily balance of the DIP Loans outstanding
                 during the preceding calendar month, multiplied
                 by one-half of 0.50% per annum.

   Treatment of  The Debtors must reimburse the DIP Agent and
   the Lenders'  the DIP Lenders for all fees, costs and
   Expenses:     expenses incurred in connection with the
                 negotiation, preparation and filing and
                 recordation of the DIP Loan Documents.  Those
                 fees and expenses are secured by the DIP
                 Collateral and may be paid by the DIP Agent by
                 making a loan advance under the DIP Facility to
                 pay those Fees and Expenses.

   Carve-Out:    The claims of the professionals retained by the
                 Debtors and the Official Committee of Unsecured
                 Creditors that have been approved by the Court
                 for unpaid fees and expenses which were
                 incurred (A) on and after the Petition Date and
                 before the Carve-Out Trigger Date in amounts
                 not in excess of the amounts set forth in the
                 DIP Budget and (B) on and after the Carve-Out
                 Trigger Date in the aggregate amount not
                 exceeding $2 million, for all retained
                 professionals and Committee Member expenses.

                 In the event the Chapter 11 Cases are converted
                 to Chapter 7, there will be a separate carve-
                 out of $100,000 in the aggregate that may be
                 used for the reasonable fees and expenses of a
                 Chapter 7 trustee and the separate Trustee
                 Carve-Out will have the same priorities as the
                 Carve-Out.

   DIP Liens &   The DIP Agent is granted these liens to secure
   priority:     the obligations owing pursuant to the DIP
                 Facility:

               * Section 364(d)(1) Lien -- a priming security
                 interest in and lien pursuant to Section
                 364(d)(1) of the Bankruptcy Code on all
                 encumbered property of the Borrowers, subject
                 only to (a) the Carve-Out, and (b)
                 prepetition liens on property of the
                 Borrowers that are valid, perfected, not
                 avoidable, and senior in priority to the
                 Prepetition Liens of the Prepetition Agent
                 on that property, and (c) the Prepetition
                 Liens of the Prepetition Agent.

               * Section 364(c)(2) Liens -- a first priority
                 security interest and lien pursuant to Section
                 364(c)(2) on all unencumbered property of the
                 Borrowers, which will be subject only to the
                 Carve Out.

               * Section 364(c)(3) Liens -- a junior security
                 interest and lien pursuant to Section 364(c)(3)
                 on all property of the Borrowers and that is
                 subject to a Permitted Prior Senior Lien.

   Liens on      DIP Liens will extend to the proceeds of all
   Proceeds of   claims and causes of actions under Chapter 5
   Avoidance     of the Bankruptcy Code, including, without
   Actions:      limitation, those under Sections 502(d), 544,
                 545, 547, 548, 549, 550, 552(b) and 553, and
                 state laws of similar import.

   The Revolver  Upon entry of the Interim Order, the Debtors
   Roll-Up       are authorized and directed to use the DIP
   Payment:      Facility and Cash Collateral to repay in full
                 the $43.19 million in prepetition secured
                 obligations in respect of the prepetition
                 revolving loan facility, using $22 million
                 proceeds of the Interim Amount and
                 $21.19 million of the Cash Collateral to pay
                 those obligations.

   Superpriority The DIP Agent will have a superpriority
   Admin. Claim  administrative expense claim status pursuant
   Status:       to Section 364(c)(1) with priority over all
                 all other administrative expenses pursuant to,
                 among others, Sections 105(a), 326, 328, 330,
                 331, 503(b), 506(c), 507, 546(c), 552(b), 726
                 and 1114 of the Bankruptcy Code.

General Electric and the Debtors entered into a Transaction Side
Letter, which sets forth deadlines in connection with the Debtors'
disposition of assets.  As an additional condition to the DIP
Loan, the Debtors are obliged to comply with the terms of the
Transaction Side Letter until the full and indefeasible payment
and satisfaction of  the DIP Obligations.

The Debtors and General Electric agree that it would be
detrimental to Debtors' ability to market and sell the Non-
Hospital Assets if the terms of the Transaction Side Letter were
known to the general public or to potential purchasers.
Accordingly, the Debtors, General Electric and Lenders agree to
keep the terms and conditions of  the Transaction Side Letter
confidential and not to disclose those terms to any  third party;
provided, however, that the Transaction Side Letter:

(a) may, upon execution of an appropriate confidentiality
     agreement, be shared with the United States Trustee and the
     Official Committee of Unsecured Creditors; and

(b) will, if required by the Bankruptcy Court, be filed under
     seal or otherwise disclosed to the Bankruptcy Court in a
     manner that maintains the confidentiality of the
     Transaction Side Letter.

The Debtors assert that the DIP Facility is the only source of
financing available to them at this time.  Despite their efforts,
the Debtors relate that they have been unable to obtain financing
(i) in the form of unsecured credit allowable under Section
503(b)(1) of the Bankruptcy Code, (ii) solely as an administrative
expense under section 364(a)(b), or (iii) solely in exchange for
the grant of a superpriority administrative expense claim pursuant
to Section 364(c)(1).  Indeed, the Debtors point out, the proposed
financing under the DIP Facility was the only viable postpetition
financing option available to them.

The DIP Budget, which has projections through December 31, 2010,
contemplates that the proceeds of the DIP Loans -- including the
$28 million of new postpetition advances during the Interim
Period -- and the Cash Collateral would provide the Debtors with
sufficient funds to consummate an orderly shut-down of the
Hospital Services, to operate, market and sell the
Non-Hospital Assets, to wind down the remainder of the Debtors'
estates, and to pay the administrative expenses that the Debtors
reasonably anticipate to incur during the course of their Chapter
11 Cases.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/Vincents_DIPOrdinterim.pdf

A final hearing will be held on May 6, 2010.  Objection deadline
is April 30.

          About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Gets Interim Nod for Cash Collateral Use
--------------------------------------------------------
Judge Cecilia Morris authorized Saint Vincents Catholic Medical
Centers of New York and its debtor affiliates to use cash
collateral on an interim basis.  The Cash Collateral includes all
cash as defined by Section 363(a) of the Bankruptcy Code.  Cash
Collateral will also include all of the cash proceeds of the
Prepetition Collateral in which the Prepetition Agent or the
Prepetition Lenders have an interest, whether that interest
existed as of the Petition Date or arises thereafter pursuant to
the Interim Order.

The Debtors assert that the use of Cash Collateral will help to
stave off an immediate liquidation, provide them with access to
much needed liquidity, enable them to complete the transfer of the
Hospital's patients to other providers, and implement the Closure
Plan.  In addition, the Debtors maintain, the use of Cash
Collateral will permit them to continue the sale, marketing and
orderly disposition of their assets and keep their non-Hospital
services operational pending their sale.

The Debtors have a complex prepetition debt structure consisting
of various layers of secured debt, Kenneth H. Eckstein, Esq.,
Kramer Levin Naftalis & Frankel LLP, in New York --
keckstein@kramerlevin.com -- says.  He relates that, as of the
Petition Date, the Debtors have at least $408 million of
outstanding secured indebtedness owing to the various prepetition
secured parties, which includes:

  * approximately $313 million in principal owing to the
    Prepetition Agent and Prepetition Lenders in respect of the
    senior secured revolving facility and term loan;

  * approximately $30 million in principal owing to the
    Dormitory Authority of the State of New York in respect of a
    certain settlement, certain new loan advances and proceeds
    of public bonds;

  * approximately $5 million owing to the Pension Benefit
    Guaranty Corporation in respect of a quarterly contribution
    payment that the Debtors failed to make in February 2010;

  * approximately $60 million in principal owing to Sun Life
    Assurance Company of Canada (U.S.) in respect of two
    promissory notes; and

  * approximately $113 million owing to three medical
    malpractice trusts, a significant portion of which is
    unsecured.

As Adequate Protection, valid, binding, enforceable and perfected
security interests and replacement liens will be granted to each
of the Prepetition Agent to secure the Prepetition Obligations of,
without duplication, the aggregate diminution, if any, subsequent
to the Petition Date, in the value of the Prepetition Collateral,
which will be subordinated to the Carve-Out, Permitted Prior
Senior Liens, DIP Obligations, DIP Liens and DIP Superpriority
Claims.

To the extent the Prepetition Agent will hold claims allowable
under Sections 503(b) and 507(a)(2) of the Bankruptcy Code,
notwithstanding the provision of Adequate Protection hereunder,
the Prepetition Agent is granted, for the ratable benefit of the
Prepetition Lenders, an administrative expense claim pursuant to
Section 507(b) with priority over all other administrative
expenses, but in all cases subject and subordinate to the Carve-
Out, Permitted Prior Senior Liens, DIP Obligations, DIP Liens and
DIP Superpriority Claims.

The Borrowers will, in accordance with the DIP Budget, (a) with
respect to the Prepetition Agent and Prepetition Lenders: (i)
promptly pay all reasonable fees and expenses under the
Prepetition Loan Documents incurred by the Prepetition Agent,
whether incurred prior to or following the Petition Date, and (ii)
pay all other payments payable when and as due under the
Prepetition Loan Documents, including all payments of principal,
interest, fees and charges, and (b) make regularly scheduled
principal and interest payments due to the Dormitory Authority of
the State of New York pursuant a note issued by Debtor Bishop
Francis J. Mugavero Center for Geriatric Care, Inc., subject to
any party's right to request recharacterization of the payments as
payments of principal.

Cash Collateral will be used in accordance with the 13-week cash
flow budget, available for free at:

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

Judge Morris, however, ruled that the use of Cash Collateral for
the operations of the Debtors' Nursing Homes is not subject to the
limitations of the DIP Budget, and the funds generated by the
Nursing Homes may be used for the operations of the Nursing Homes.

The final hearing will be held on May 6, 2010.  Objection deadline
is April 30.

          About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Proposes to Pay Obligations to Employees
--------------------------------------------------------
Prepetition Saint Vincents Catholic Medical Centers of New York
and its debtor affiliates employed approximately 5,900 employees,
composed of approximately 4,200 union and 1,700 non-union
employees.  Prior to the Petition Date, the Debtors gave Worker
Adjustment and Retraining Notification Act notices terminating the
employment of thousands of employees.  For a short period of time
postpetition, however, the services of many of these Employees
will be required to implement the Hospital's Plan of Closure.
Other Employees did not receive WARN Notices because they are part
of the Debtors on-going non-Hospital operations.

In the ordinary course of the Debtors' businesses, Employees are
paid biweekly, in two separate groups in alternating weeks with
each payroll being made 14 days in arrears.  The aggregate amount
of wages paid to the Employees is approximately $15.2 million
every two weeks.  As of the Petition Date, the only unpaid wage
and salary obligations owed by the Debtors to the Employees would
be in the approximate aggregate amount of $12.7 million.

In addition to payroll obligations, the Debtors, as of the
Petition Date, estimate that the aggregate amount of all Paid Time
Off Leaves is approximately $20 million10 for Union and Non-Union
Employees.

The very public process of the Hospital's unsuccessful efforts to
save its acute-care services, together with the attendant
uncertainty as to the future of the other non-Hospital services,
has created tremendous anxiety among employees, Adam C. Rogoff,
Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, tells
the Court.  He relates that the employees are the "lifeblood" of
the Debtors' businesses where the employees are charged directly
or indirectly with patient care and safety and the efficient
running of a major New York City hospital system.  Employee
relations are paramount to the safe and orderly closure of the
Hospital and the sale of the Medical Centers' on-going healthcare
services, he says.  The Debtors must take immediate action to
stabilize the already shaken morale of their employees while they
implement their Plan of Closure and continue to operate their non-
Hospital services.

The Debtors ask that those Employees who are part of their on-
going operations receive their unpaid prepetition wages and
continue to receive their ordinary course prepetition benefits
during the course of their employment with the Medical Centers.
These Employees are part of a longer process for these Chapter 11
Cases, Mr. Rogoff says.

The Debtors also require the continued services and dedication of
numerous other employees, who are only required for a very short
period of time -- about two to three weeks -- to continue
implementing the closure of the Hospital's inpatient services and,
if they are unable to be transferred, the related outpatient
clinics.

The Debtors also seek the customary relief for all employees to
pay amounts required by law for trust fund taxes, deductions, and
withholdings to the appropriate government agencies and benefit
providers.  The Debtors further seek permission to pay certain
prepetition amounts to various third-party home health care aides
and therapists who provide services to patients through the
Debtors' home health services, which are part of the going-concern
services to be sold during these Chapter 11 Cases.  Without the
continuing services of these independent contractors, the home
healthcare patients will be at risk of not receiving any medical
care from the Debtors and the value of their home health services
will be virtually destroyed, Mr. Rogoff tells the Court.

                          *     *     *

The Court gave interim authority for the Debtors to pay, in
accordance with the pospetition DIP financing budget: (i) all
unpaid prepetition Wages, subject to the caps in Sections
507(a)(4) and 507(a)(5) of the Bankruptcy Code for any individual
Employee; (ii) all unpaid Withholdings; (iii) all unpaid Self-
Funded Benefits; and (iv) all unpaid Prepetition Expenses.

The Court also authorized the Debtors to continue the benefits
programs and policies on a postpetition basis and to alter,
modify, or discontinue such programs and policies as they deem
necessary or appropriate in the ordinary course of business,
without further notice to or order of the Court; provided,
however, that nothing in the Order the Debtors' obligations under
Section 1113 of the Bankruptcy Code.

The Debtors are also authorized (a) to continue to honor Benefits
programs and policies in the ordinary course of their postpetition
business operations and the applicable Employees' continued and
postpetition employment by the Debtors and are not authorized to
cash out any Employee Benefits, and (b) to continue to allow
Employees to use their accrued prepetition and postpetition PTO
Leave in the ordinary course of the Debtors' postpetition business
operations and during the applicable Employees' continued
postpetition employment by the Debtors.  Each Employee will be
required to use any accrued postpetition time first and,
thereafter, any accrued prepetition time would be applied.  The
Debtors are not authorized to cash out any PTO Leave for Employees
and all requests for PTO Leave must be coordinated and approved by
the Employees' Supervisors, consistent with past practices, so as
not to disrupt the Debtors' business operations.

Notwithstanding the foregoing, to the extent that relief is
granted in the Interim Order authorizing the payment of any amount
that is otherwise required by applicable non-bankruptcy law to be
paid, like the payment of a trust fund tax, the Debtors will
comply with applicable non-bankruptcy law in the exercise of their
discretion.

The Debtors are authorized to continue to allocate and distribute
the Withholdings in accordance with their stated policies and
prepetition practices or as required by applicable federal, state
and local law, without regard to whether those amounts arose
before or after the Petition Date.

To the extent that checks are issued to Employees or other
entities in connection with the Obligations, the Banks are
authorized to honor those checks upon presentation.  All
applicable Banks are authorized to receive, process, honor, and
pay any and all checks evidencing amounts paid by the Debtors
under the Interim Order whether presented prior to or after the
Petition Date.  Those banks and financial institutions are
authorized and directed to rely on the representations of the
Debtors as to which checks are issued or authorized to be paid
pursuant to this Interim Order.

Notwithstanding anything in the Interim Order to the contrary, the
payment of any claims pursuant to the Interim Order and other
honoring of the Employee Obligations will neither (a) make the
obligations administrative expenses of the estates entitled to
priority status under Sections 503 and 507 of the Bankruptcy Code
nor (b) constitute approval by the Court of any employee plan or
program, including any incentive plans, under any section of the
Bankruptcy Code, including Section 503(c).

Nothing contained in the Interim Order will be deemed to be an
assumption or adoption of any policy, procedure, or executory
contract.  The Debtors retain the discretion to not make the
payments contemplated by the Interim Order or the Motion for
particular Employees and nothing in the Interim Order will, in and
of itself, constitute a promise or guarantee of any payment to any
Employee.

Judge Morris will hold a hearing on May 6, 2010, at 2:00 p.m.
Eastern Time, to consider final approval of the request.
Objections are due April 26.

          About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SANFORD JAY HOROWITZ: Files Schedules of Assets and Debts
---------------------------------------------------------
Sanford Jay Horowitz filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,390,000
  B. Personal Property           $17,590,596
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,956,101
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,842,579
                                 -----------      -----------
        TOTAL                    $22,980,596       $5,798,680

Based in Calabasa, California, Sanford Jay Horowitz aka Sandy
Horowitz filed for Chapter 11 protection on Nov. 3, 2009 (Bankr.
C.D. Calif. Case No. 09-24651).  Peter M. Lively, Esq., at The
Law Offices of Peter M Lively, represents the Debtor.  In its
petition, the debtor listed assets of between $10 million and
$50 million, and debts of between $1 million and $10 million.


SANTA CLARA: To Pay Creditors from Sale or Refinancing
------------------------------------------------------
Santa Clara Square, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California a Disclosure Statement
explaining its proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides for a
five year Plan term.  The Plan also provides that Debtor may
extend the term of the Plan.  At the conclusion of the five year
term, if Debtor is current in its interest payments on the C-2
Claim of East West Bank, and is otherwise in compliance with the
terms of this Plan, Debtor has the option to automatically extend
the term of the Plan for two additional years.

The Debtor will pay claims through a process of (a) continued
rental of the property located at 3610 - 3700 El Camino Real,
Santa Clara, California, and collection of rents from tenants; (b)
the sale of the property; (c) funding pursuant to a refinance; (d)
development of the property by obtaining an equity partner, joint
venturer, or other financing, followed by the sale or rental of
the commercial and residential units to be developed; and (e)
disbursement of Litigation Proceeds.  The Debtor will also use the
shareholder loan funds to pay claims in Classes A and B.

Under the Plan, Class A and B claims will be paid in full on the
effective date, in cash from the shareholder loan funds, unless
other treatment is agreed upon.

The Plan did not provide for the estimated percentage recovery by
holders of Class C-1 and C-2 claims.

The Plan provides for payment of the Santa Clara County Tax
Collector amounting to $399,465 upon the sale of any property
subject to a lien for property taxes, from litigation proceeds, or
from the refinance of the property.

The Claim of East West Bank amounting to $14,500,000 will be
satisfied, in whole or in part, from the offset or payment due on
account of the interference claims.  The Plan provides for the
payment of the claim from the sale of the property valued at
$19,000,000.

General unsecured claims claims will be paid no later than the end
of the term of the plan from the surplus remaining from litigation
proceeds, from net profits, from shareholder loan funds, and
from cash balances, after payment of other claims according to
their priorities.  The Plan also provides that the Class D-2
claimants may also be paid from the remaining proceeds from the
sale of the property, or the refinance of the property.  The Plan
did not provide for the estimated percentage recovery by holders
of unsecured claims.

The shareholder loan claims will be subordinated.  Provided that
claims in Classes A, B, C, and D-2 are paid in full, Class D-1
claims will be repaid, with interest at the rate of 10%, from any
remaining assets upon conclusion of the term of the Plan.

Holders of Class E equity interests will receive, all the services
required for the consummation of the Plan, exclusive of the daily
management functions performed by Alpha Investments and property
management, but otherwise including without limitation the leasing
and management services for the property; engaging professionals
for the design and construction of the development; engaging
contractors and subcontractors to perform the development;
supervising the construction and completion of the development;
the procurement of permits necessary for sales or leasing.

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

The Debtor is represented by:

     Lawrence A. Jacobson
     Sean M. Jacobson
     Cohen and Jacobson, LLP
     900 Veterans Boulevard, Suite 600
     Redwood City, California 94063
     Tel: (650) 261-6280
     Fax: (650) 368-6221

Los Altos, California-based Santa Clara Square, LLC, filed for
Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. N.D.
Calif. Case No. 09-61196).  Lawrence A. Jacobson, Esq., at the Law
Offices of Cohen and Jacobson, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and liabilities in its petition.


SAVANNAH GATEWAY: Combined Plan Hearing Set for June 23
-------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida will consider at a hearing on June 23,
2010, at 11:00 a.m., Savannah Gateway West, LLC's Disclosure
Statement and Plan of Reorganization.  The hearing will be held at
Courtroom A 5th Floor, 135 West Central Blvd., Orlando, Florida.

The Court conditionally approved the Debtor's explanatory
Disclosure Statement.

Ballots accepting or rejecting the Plan and objections to the
Disclosure Statement or confirmation of the Plan are due seven
days prior to the hearing date.

According to the Disclosure Statement, the Plan provides that the
Reorganized Debtors will continue operating their respective
reorganized businesses, with low operating expenses.  The Plan
also contemplates that the Debtors will execute new mortgage
agreements with RBC and Gulfstream.  The Plan designates seven
separate classes of claims and interests, and contemplates paying
these classes of claims over time.

Holders of Allowed Secured Claims in Classes 1 to 3 will receive
payment equal to 100% of their Allowed Secured Claims, over time.

Holders of Allowed Unsecured Claims in Class 4 will receive
payment equal to 100% of their Allowed Unsecured Claims, over
time.  In full satisfaction of the Allowed Class 4 Claims, holders
of the claims will receive their pro rata share of 20% of any net
profit of any future sales of parcels after the mortgages held by
RBC and Gulfstream are paid, up to their Allowed Secured Claim
amount.

Classes 5, 6 and 7 of Equity Interests -- Upon the effective date,
equity holders will provide new value in the form of an infusion
of capital in exchange for retaining their equity interests in the
Debtors.  The infusion of capital will be used to fund an
interest.

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

Orlando, Florida-based Savannah Gateway West, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 30, 2009 (Bankr. M.D. Fla. Case No. 09-
16576).  R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine
LLP assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


SEARS CANADA: Sears Canada Deal Won't Affect Moody's 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Sears Holdings' acquisition of
an additional 17.3% stake in Sears Canada for approximately
$560 million would not immediately impact the ratings of either
company.  The acquisition will increase Sears Holdings' ownership
of Sears Canada to slightly over 90%.

The last rating action for Sears Holding was the downgrades of the
Corporate Family Rating to Ba2 and other debt ratings to their
current levels on March 23, 2009.  The last rating action for
Sears Canada was the lowering of its senior bond rating to Ba1.

Sears Holdings is a holding company that owns both the Sears and
Kmart banners, as well as an 80.1% stake in Orchard Supply
Hardware.  Through its subsidiary Sears Roebuck, it also owns 73%
of Sears Canada.  Sears Holdings generated annual revenues of
about $44 billion in the year ended January 30, 2010.


SEEQPOD: Bloson.com Acquires Remaining Assets
---------------------------------------------
Bloson.com has reached an agreement to purchase the remaining
assets of SeeqPod.

SeeqPod, originally a project of the Lawrence Berkeley National
Lab, was a music search engine specializing in playable search
results that filed for bankruptcy in 2009 after several licensing
issues.  It boasted powerful technology that was able to search
the web for any available song and enabled users to play them on-
site, indexing almost 12 million songs.

Bloson.com delivers fresh content to users and monetizes their
daily activities to benefit the different charities that the site
currently works to support.  Users are able to listen to an
unlimited selection of music, watch thousands of movies or TV
shows, and shop, all while raising money for their favorite
participating causes.  Whenever they share music or videos with
their friends, or buy products at partner retailers they receive
points.  These points are later assigned to one of the fifteen
social causes that users choose to support, including Fighting
Global Warming and Animal Welfare.  Several times a year,
Bloson.com totals up all the accumulated points earned for each
cause and makes a proportional donation to the number of points.

"Seeqpod was a guiding force in online music search and
recommendation," said Antonio Marzo, CEO of Bloson.com. "And its
millions of fans will now be able to play free and licensed music
while helping a cause at Bloson.com."

While specific terms of the transaction have not been disclosed,
the transaction is waiting for approval of the trustee from the
San Jose bankruptcy court.

                             About Bloson.com

Located in Cambridge, Massachusetts, Bloson.com is an online
portal that converts everyday social activities into financial aid
for charitable causes.  Bloson.com officially launched at the DEMO
conference in March 2010, and is currently running in open Beta.


SGD TIMBER: Can Hire Weinman & Associates as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
SGD Timber Canyon, LLC, to employ Weinman & Associates, P.C. as
counsel.

Weinman & Associates will represent the Debtor in the Chapter 11
proceedings.

To the best of the Debtors knowledge, Weinman & Associates is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Parker, Colorado-based SGD Timber Canyon, LLC, filed for Chapter
11 bankruptcy protection on February 16, 2010 (Bankr. D. Colo.
Case No. 10-12804).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


SKY KING: Cash Collateral Hearing Continued Until April 28
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has continued until April 28, 2010, at 10:00 a.m., the hearing on
Sky King, Inc.'s access to cash collateral in which The Internal
Revenue Service; the State of California; W.W. Grainger, Inc.;
and/pr Mercury Air Group, Inc., assert interest in.

The Internal Revenue Service and the Debtor entered into a
stipulation extending the Debtor's use of cash collateral until
April 28.

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

As reported in the Troubled Company Reporter on March 18, 2010,
the Debtor said that the replacement liens will provide the
required adequate protection to the prepetition lenders and the
very act of preserving the value of the business operations will
continue to generate replacement revenues, well as preserve the
integrity of the estate.

Sacramento, California-based Sky King, Inc., is a charter airline
specializing in transporting professional basketball and hockey
teams.  Sky King has a fleet of nine Boeing 737 aircraft.  The
Company filed for Chapter 11 bankruptcy protection on March 9,
2010 (Bankr. E.D. Calif. Case No. 10-25657).  Matthew R. Eason,
Esq., who has an office in Sacramento, California, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


SKY KING: Files Schedules of Assets and Liabilities
---------------------------------------------------
Sky King, Inc., filed with the U.S Bankruptcy Court for the
Eastern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,100,000
  B. Personal Property            $3,219,154
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,540,864
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $12,581,902
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,572,859
                                 -----------      -----------
        TOTAL                     $4,319,154      $26,695,625

Sacramento, California-based Sky King, Inc., is a charter airline
specializing in transporting professional basketball and hockey
teams.  Sky King has a fleet of nine Boeing 737 aircraft.  The
Company filed for Chapter 11 bankruptcy protection on March 9,
2010 (Bankr. E.D. Calif. Case No. 10-25657).  Matthew R. Eason,
Esq., who has an office in Sacramento, California, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


SMURFIT-STONE: Fights Shareholders Over Valuation Analysis
----------------------------------------------------------
Smurfit-Stone Container Corp. began a court fight on Tuesday with
its shareholders over whether the company can cancel its current
stock as part of its reorganization plan, reports Steven Church
of Bloomberg News.

Shareholders claim that Smurfit-Stone managers based their
financial projections on the recent economic crisis, which makes
them too pessimistic about the company's future, says the report.

Under the Plan, the Debtors contemplate canceling all common
stock and issuing 100,000,000 shares of new common stock.  The
Debtors propose to distribute 92% of the New SSCC Common Stock to
Debtor Smurfit-Stone Container Enterprise's general unsecured
creditors primarily consisting of unsecured bondholders -- and
issuing the remaining eight percent extraordinary grant of New
SSCC Common Stock to management pursuant to the management
incentive plans.

      Shareholders: Debtors' Valuation Analysis is Wrong

In separate filings, holders of Smurfit-Stone Container's common
stock represented by investment advisors: Fir Tree, Inc., P.
Schoenfeld Asset Management LP, Mariner Investment Group LLC and
Senator Investment Group LP, have asserted that though solvent,
the Debtors seek to disenfranchise the "current owners" of the
company by handing over all the stock of the reorganized SSCC to
management and the unsecured creditors.

In behalf of Fir Tree and P. Schoenfeld, Mark Minuti, Esq. at
Saul Ewing LLP, in Wilmington, Delaware -- mminuti@saul.com --
contended that the Debtors bear the burden to show, by a
preponderance of the evidence, that equity is not legally
entitled to a recovery, which they have not done and cannot do
so.  For this reason, he argues that the Debtors cannot "cram-
down" the plan on Common Stock holders because the Plan is not
fair and equitable within the meaning of Section 1129(b) of the
Bankruptcy Code.

Mr. Minuti added that the Plan also unfairly discriminates
against the Common Stock holders by stripping them of their
rightful value.  He points out that at the crux of the Debtors'
failed attempt to meet their confirmation burdens are (a) a set
of projections tabulating adjusted earnings before interests,
taxes, depreciation, and amortization numbers for the years 2010
to 2014 through a so-called "Levin Model" came up by the Debtors'
financial adviser: The Levin Group, and (b) a derivative
valuation analysis by Lazard Freres & Co., the Debtors'
investment banker.

The Lazard Valuation, erroneous in its own right, builds upon the
wrong SSCC Projections and then miscalculates the supposed
Distributable Value to satisfy obligations through the Plan, Mr.
Minuti argues.

Christopher P. Simon, Esq., at Cross & Simon LLC, in Wilmington,
Delaware -- kmann@crosslaw.com -- who represents Mariner
Investment and Senator Investment asserts that the Debtors'
projections systematically ignore, downplay, or misrepresent
sources of value.

The Equity Objectors argued that the Debtors' Projections are
both inaccurate and unreliable and the Lazard Valuation "is
wrong."  They point out that the Debtors "vastly understate" the
amount that could be distributed to common stockholders at
approximately $3,559,000,000.  They further note that the
Debtors' unsecured bonds have traded as high as $89.50, which
demonstrates the market's acceptance that the Debtors are worth
substantially more.

           No Value to Distribute to Equity Holders

Counsel for the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, insists that there is no value to
distribute to equity holders.

Mr. Conlan contends that the Debtors' valuation is based on
carefully developed and rigorously tested financial projections
and the straightforward application of standard valuation
methodologies, which were prepared in good faith after an
extensive and thorough process.

The projections are reliable and are the Debtors' best estimate
of the future performance of the Reorganized Debtors, Mr. Conlan
asserts.  He adds that the Financial Projections and the
valuation performed by Lazard Freres, based on those projections
simply do not support a view that there is any distributable
value available to the Equity Objectors.

Similarly, the valuation prepared by Richard Braun of FTI
Consulting, who was retained by The Official Committee of
Unsecured Creditors shows that the range of "total distributable
value" falls well short of the claims amount, Mr. Conlan points
out.

"In an attempt to avoid the inevitable -- or, more candidly, to
act as gatekeepers and extract whatever they can from the Debtors
as a toll to be paid in order to exit bankruptcy -- the Equity
Objectors commissioned their own valuations of the Debtors," Mr.
Conlan says.

The Equity Objectors rely upon patently defective valuations that
artificially inflate and distort the Debtors' Financial
Projections and abuse standard valuation techniques to try to
push Total Distributable Value above the claims amount, Mr.
Conlan argues.  For these reasons, he asserts that the Equity
Objectors' valuations and their related criticism of the Debtors'
Financial Projections and valuation cannot be credited.

"There should be no surprise that the Debtors did not conduct a
valuation earlier during the bankruptcy process.  It was then --
and remains now -- clear that the equity interests were and are
'out of the money'," Mr. Conlan notes.

          Creditors Committee and WTC Support Debtors

The Creditors Committee and, Wilmington Trust Company, tell the
Court that projections prepared in good faith by a company's
management should be accorded substantial deference on the sound
basis that management obviously knows the business better than
"hired-gun experts" who have spent no more than a few weeks
trying to "pick nits" in management's work.

Section 1129(b) of the Bankruptcy Code requires that creditors be
paid in full before holders of equity receive any distribution,
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware -- ljones@pszjlaw.com -- reminds the Court.

Ms. Jones explains that one of the functions of Section 1129(b)
is assure that the investment securities distributed as
compensation under a Chapter 11 plan have a value at least
roughly equivalent to the value of the claim surrendered.

"The reviewing court is therefore required to make a comparison
of the new securities allotted to the claimant with the old
securities which he exchanges to determine whether the new are
the equitable equivalents of the old," Ms. Jones adds.

Since the question before the Court is whether the minority stock
interests that will be distributed to unsecured creditors under
the Plan are worth less than the full amount of those creditor
claims, the only relevant issue is how much minority shares will
be worth upon emergence, Ms. Jones contends.  For this reason,
she argues that it is entirely inappropriate to include a control
premium in the valuations, as the experts put forward by the
equity holders seek to do.

"While [stockholders] are sure to make a lot of noise at trial
about so-called 'flaws' in Debtors' projections, the evidence
will demonstrate that these amount to nothing more than arrant
attempts to substitute the untethered subjective judgments of
their own 'experts' for those of the management that has been
ruling this business for years," Ms. Jones says.

For these reasons, the Creditors Committee and WTC ask the Court
to overrule the Objections and confirm the Debtors' Plan.

              Experts Support Equity Objectors

Four experts submitted declarations in support of the Equity
Objectors' assertions that there are amounts that should be
distributed to the Debtors' equity holders.

Stephen R. Read, who said he has been asked to provide "expert
opinion" on the pulp and paper industry on behalf of Fir Tree and
P. Schoenfeld in connection with the Plan, wrote in his
declaration that the projections submitted by the Debtors
materially understates the annualized EBITDA levels and overall
earnings potential value of the Debtors.  He stated that the
Debtors' EBITDA levels should increase to $957,300,000 in 2014,
instead of the $666,400,000 in EBITDA that the Debtors project.

A copy of Mr. Read's expert report is available for free at:

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

Roberts Brokaw III, an independent provider of corporate finance
advisory services, said the Debtors' business enterprise value
available for distribution to creditors and equity holders is at
least $5,600,000,000 by using three traditional and widely
accepted methodologies.

Mr. Brokaw tells the Court that by using a "weighted analysis"
the total value of the Debtors' operating assets available to
creditors after payments to pension plans is $4,900,000,000.

Under the Plan, the Debtors will emerge from bankruptcy with a
material unfunded pension liability, Mr. Brokaw notes.  The
Debtors reported that the present value of its liability for
defined benefit plans was $3,570,000,000.  Against that amount,
the Debtors had $2,441,000,000 of assets to satisfy the defined
benefit plans' obligations.  Mr. Brokaw, therefore, contends that
as of December 31, 2009, the Debtors' pension plans were
underfunded by $1,129,000,000.

"For valuation purposes, however, the liability is much lower
because contributions to the pension plans are fully tax
deductible," Mr. Brokaw notes.

J. Soren Reynertson, a managing general partner of GLC Advisors &
Co. LLC, an investment banking firm, says that Jonathan Mishkin
of Sanabe & Associates LLC initially contacted him regarding the
possibility of conducting a valuation of the Debtors.  Mr.
Mishkin is the head of the paper and packaging group at Donaldson
Lufkin & Jenrette.

Mr. Reynertson says that he utilized three valuation
methodologies for his valuation: the Comparable Company Approach,
the Precedent Transaction Approach, and the Discounted Cash Flow
Approach, based on which he estimated that the total enterprise
value of the Debtors is in the range of $4,100,000,000 to
$5,000,000,000.

Based on the TEV range, and adding amounts of available cash and
potential non-core and non-operating asset sales set forth in the
Debtors' valuation expert report, Mr. Reynertson concludes that
the distributable value of the Debtors is in the range of
$4,825,000,000 to $5,725,000,000.

Mr. Reynertson notes that the DV exceeds the claims pool by
$113,000,000 to $1,013,000,000 if contract rate interest is
applied and by $339,000,000 to $1,239,000,000 if federal judgment
rate interest is applied.  For these reasons, he believes that
there is recovery available for the holders of equity interests
in Smurfit-Stone.

Mr. Mishkin said he concurs with the other Experts.  In his
declaration, he contends that the Debtors' projections and the
valuations substantially underestimate the Debtors' future
performance because the valuations ignore the cyclical nature of
the business and the importance that historical performance has
in predicting future success.  He adds that the lack of industry
knowledge of the experts who valued the Debtors impaired their
ability to arrive at a fair valuation of the Debtors.

Mr. Mishkin points out that the Debtors only used 2009 as the
basis for their projections and valuations when the economy was
experiencing a recession.

Similarly, Rachel Strickland, a professional at Willkie Farr &
Gallagher who represents another group of shareholders, said in
an interview with Bloomberg News that the Debtors' management is
not experienced with multi-year projections because the Debtors
had never had a well-established process to forecast cash.

"You can't pick the trough and say for the next five years the
world will be that way," Ms. Strickland told U.S. Bankruptcy
Court Judge Brendan Linehan Shannon.

"The debtor's projections are unreliable," she maintained.

The confirmation hearing on Smurfit's Plan commenced on April 15,
2010, and is scheduled to run for 10 days.

                     About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Finance II Case Conversion Denied
------------------------------------------------
Judge Shannon denied the request made by Aurelius Capital
Management LP and Columbus Hill Capital Management, L.P., to
convert the Chapter 11 Case of Stone Container Finance Company of
Canada II to a case under Chapter 7 of the Bankruptcy Code
because they have not established that "cause" exists for a
conversion.

Judge Shannon says that there has not been a substantial or
continuing loss or diminution of the Debtor's estate because
Finance II is not an operating company and its only assets are
certain claims and causes of action.  He notes that the causes of
action are either preserved or addressed under the Debtors'
Chapter 11 Plan of Reorganization and "thus are not presently
suffering loss or diminution."

At the bottom, Aurelius Capital's and Columbus Hill's Request is
"predicated upon dissatisfaction with the treatment of their
claims" as proposed under the Debtors' Plan, Judge Shannon says.

           Aurelius Asks Court to Reconsider Decision

Counsel for Aurelius Capital and Columbus Hill, Scott D. Cousins,
Esq., at Greenberg Traurig LLP, in Wilmington, Delaware --
cousinss@gtlaw.com -- tells the Court that the Debtors told his
clients at an April 2, 2010 telephonic status conference that the
Plan cannot be confirmed as to Finance II.

Mr. Cousins notes that Aurelius Capital and Columbus Hill has
voted to reject the Plan and as a result, there is no impaired
accepting class at Finance II pursuant to Section 1129(a)(10) of
the Bankruptcy Code.

Nevertheless, although there is no justification for Finance II
remaining in Chapter 11, it appears the Debtors intend for
Finance II to continue to languish in Chapter 11 while they use
the confirmation process to control Finance II's claims against
the other Debtors, Mr. Cousins argues.

Accordingly, Aurelius Capital and Columbus Hill asks the Court to
reconsider the Denial Order "to avoid a manifest justice."

Mr. Cousins further contends that with no rehabilitation process
in sight and no independent fiduciary to assert Finance II's
claims, Finance II and its creditors are left to languish on the
vine while its assets "rot on the ground."

                         Debtors Object

In behalf of the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, argues that Aurelius Capital's and
Columbus Hill's Reconsideration Request is another attempt to
"create urgency where none exists and re-litigate an issue
already decided by the Court."

Mr. Conlan points out that the basis of the Reconsideration
Request is the Debtors' acknowledgement that they did not obtain
sufficient votes to confirm the Finance II plan of
reorganization.  However, he argues that confirmation of the
Finance II plan was not a lynchpin of the Denial Order, and the
Debtors' decision not to pursue its plan regarding Finance II
does not constitute "new evidence" that would satisfy the
stringent standard for reconsideration of the Denial Order.

Mr. Conlan relates that while the Debtors do not expect Finance
II to remain in Chapter 11 without a reasonable possibility of
confirming a plan, the Debtors are entitled and obligated to
consider all potential alternatives for Finance II.

Among other things, the Debtors are considering to dismiss
Finance II's case in the United States and allowing any wind-up
to occur in Canada, Mr. Conlan reveals.  He contends that against
this backdrop, the Debtors should be afforded a reasonable
timeframe for considering its plan and other alternatives for
Finance II.

The Official Committee of Unsecured Creditors joins in the
Debtors' Objection.

                         *     *     *

Judge Shannon has denied the Reconsideration Request.  He
reiterated that records in the case do not support a finding of
gross mismanagement of Finance II requiring conversion of the
case to Chapter 7.

                     About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Says Plan Objections Based on Meritless Claims
-------------------------------------------------------------
Aurelius Capital Management LP and Columbus Hill Capital
Management L.P. and Manufacturers and Traders Trust Company asked
the Court not to confirm Smurfit-Stone Container Corp.'s Chapter
11 Plan of Reorganization.

In response, on behalf of the Debtors, James F. Conlan, Esq., at
Sidley Austin LLP, in Chicago, Illinois, contends that the
Objections constitute yet another attempt by the Objectors to
extract additional value from the Debtors' estates based upon two
meritless claims held by Stone Container Finance Company of Canada
II.

Mr. Conlan notes that throughout the Chapter 11 cases and the
CCAA Proceedings, the Objectors have complained about decisions
made by Stone FinCo II with respect to the two claims -- an
intercompany Claim against Smurfit-Stone Container Canada, Inc.
and a wind-up Claim against Smurfit-Stone Container Enterprises,
Inc.  He adds that the Objectors' Plan objections follow the same
reasoning -- Stone FinCo II's judgment not to pursue Plan
objections is improper, so the Objectors will pursue the
objections directly.

Mr. Conlan tells the Court that a number of the Objectors' Plan
issues have been addressed by the withdrawal of the Stone FinCo
II reorganization from the Plan.  He notes that although Stone
FinCo II remains in Chapter 11 and under CCAA protection, Stone
FinCo II likely will be liquidated under applicable law in the
United States or in Canada and the Objectors' rights relating to
Stone FinCo II will be addressed in any proceeding and are not
impacted by confirmation of the Plan because the Plan only
affects Stone FinCo II in its status as a creditor of SSCE and
SSC Canada.

The Plan is overwhelmingly accepted by general unsecured
creditors and even by creditors of SSC Canada who will only have
an estimated 30% recovery, Mr. Conlan notes.  He adds that the
Plan is also endorsed by Deloitte and Touche LLP, the monitor in
the CCAA Proceedings.  For these reasons, Mr. Conlan asserts that
the Plan satisfies requirements for confirmation of a Chapter 11
plan under the Bankruptcy Code.

The Debtors' Response is supported by the Official Committee of
Unsecured Creditors and Wilmington Trust Company.  They contend
that the sale of the Canadian Debtors' assets is reasonable and
provides fair value to creditors and the treatment of the
Intercompany Claim is appropriate and there is an appropriate
mechanism for allowance of the Wind-Up Claim.

The Creditors Committee tells the Court that Aurelius Capital's
and Columbus Hill's objection to the lack of a formal marketing
of the Canadian Assets is without merit because a formal
marketing process will only cause unnecessary delay and likely
diminish, rather than enhance, distributions to Canadian
unsecured creditors.

"Because these [Canadian] creditors voted in favor of the Plan,
they made the choice that the certainty of payment under the Plan
was better than pursuing a formal marketing process," Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, says.

                     About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOUTH FINANCIAL: DBRS Cuts Issuer & Senior Debt Ratings to 'C'
--------------------------------------------------------------
DBRS has downgraded the ratings for The South Financial Group,
Inc. (The South or the Company) and its bank subsidiary, Carolina
First Bank, including the Company's Issuer & Senior Debt ratings
to C from CC and maintained its Short-Term Instruments rating at
R-5.  All ratings were placed on Negative trend.  Subsequent to
the downgrade, DBRS withdrew the Company's ratings.  The rating
actions followed the Company's release of 1Q10 operating results,
which reflected a loss attributable to common shareholders of $86
million.  At the request of the issuer, DBRS decided to
discontinue the Company's ratings.

Today's rating actions conclude a Review with Negative
Implications initiated by DBRS in January 2010.  The rating
actions and Negative trend reflects DBRS view that The South's
tangible common equity position is weak and its ability to absorb
potential future credit losses is limited.  Indeed, the Company's
ability to remain a going concern is likely dependent on its
ability to augment its capital position over the short term.  DBRS
comments that there likely remains significant loss content within
The South's loan portfolios, which will continue to erode capital.

It is DBRS's perception that substantial amounts of potential
losses remain embedded within the Company's loan portfolios,
especially given the low real estate valuations and high
unemployment within its geographic footprint.  The South's
residential construction portfolio, which represented the largest
component of net charge-offs during 2009 remains problematic.
Furthermore the commercial development portfolio remains strained,
with 10% of the portfolio on nonaccrual status.  At March 31,
2009, The South's non-performing assets represented a high 6.35%
of loans, up from 6.13% at December 31, 2009.  Meanwhile, 1Q10 net
charge-offs declined, yet represented a high 4.32% of average
loans, down from 6.52% for the prior quarter.

DBRS notes that The South's core earnings (income before
provisions and taxes), provides only a modest level of loss
absorption capacity for the Company, especially when compared to
recent quarterly provisions for loan loss reserves, which are
likely to remain elevated over the near term.  As such, DBRS
anticipates capital invasion to continue.

DBRS notes that The South's tangible common equity ratio is now at
a very low 2.90%, down from 3.67% at December 31, 2009.  From a
regulatory standpoint, the Company is "well capitalized", as
reflected by its estimated Tier 1 and Total risk based capital
ratios of 9.52% and 10.83%, respectively.  However, DBRS expects
regulatory capital to contract over the near term, due to
additional quarterly losses.  The regulatory capital metrics
include $347 million in TARP capital.

At this point, liquidity is acceptable.  The Company has excess
liquidity, including roughly $2.2 billion in cash and free
securities.  Parent company liquidity needs were much reduced when
the Company suspended dividend payments on all remaining
outstanding equity and capital instruments, including subordinated
debentures to various trusts with applicable outstanding trust
preferred securities, REIT preferreds and TARP preferred stock.
Although the suspension will preserve $4.5 million in capital on a
quarterly basis, the impact on capital will be limited.  Indeed,
the suspension will further reduce the Company's financial
flexibility as it tries to raise additional capital, especially
given its low stock price and the disrupted market, which makes it
difficult to sell assets.


SPHERIS INC: MedQuist Completes Sale Transaction
------------------------------------------------
MedQuist Inc. said Friday it has completed the purchase of the
domestic business of Spheris Inc.  Simultaneously, CBay Inc.,
MedQuist's majority owner, has acquired the stock of Spheris India
Private Limited, a subsidiary of Spheris.  Together, the combined
companies will offer unprecedented opportunities for healthcare
providers to improve their clinical documentation and drive toward
EHR adoption faster and at a lower cost, through the advanced
technology and domestic and global services now available.

As reported by the Troubled Company Reporter on April 19, 2010,
the United States Bankruptcy Court for the District of Delaware
approved the sale of substantially all of Spheris' assets to
MedQuist and CBay.  The purchase price is $98,833,900 in cash and
an unsecured subordinated promissory note issued by MedQuist
Transcriptions, Ltd. in an aggregate principal amount of
$17,500,000.

Bankruptcy Law360 noted that the approved $116.3 million bid is a
substantial premium over the $75 million the stalking horse
bidders initially proposed.

MedQuist CEO Peter Masanotti comments, "This is a very exciting
development for the clinical documentation industry and the
healthcare facilities we serve.  We are pleased to welcome Spheris
customers and employees to MedQuist.  We pursued this transaction
knowing that Spheris' resources and experience would perfectly
complement our suite of services and technologies to deliver cost-
effective, high quality clinical documentation."

He adds, "Our recent results have demonstrated that the market has
been very receptive to MedQuist technologies and services, and we
expect that new synergies with Spheris will only help us to
increase our momentum and enhance our offerings to current and
prospective customers.  We look forward to leading the way in
innovation and customer care as a strong, financially stable,
fully integrated organization."

Both MedQuist and Spheris are coordinating customer communications
and ongoing services to assure that historical high service levels
and customer satisfaction are continued in a seamless manner,
supporting their customers' patient care mission.

                          About MedQuist

MedQuist Inc. (Nasdaq: MEDQ) -- http://www.medquist.com/--
provides medical transcription services, and a leader in
technology-enabled clinical documentation workflow. MedQuist's
enterprise solutions -- including mobile voice capture devices,
speech recognition, Web-based workflow platforms, and global
network of medical editors -- help healthcare facilities improve
patient care, increase physician satisfaction, and lower
operational costs.

                        About CBay Holdings

CBay Holdings, together with its subsidiaries and equity
investees, provides technology-enabled medical transcription
services and related revenue cycle solutions.  CBay Holdings
partners with healthcare providers to deliver outsourced
transcription solutions designed to improve the quality and
timeliness of clinical data and information, reduce operational
costs, increase physician satisfaction, and enhance revenue cycle
performance.  The Company serves more than 2,400 health systems,
hospitals, and physician groups in the U.S. CBaySystems Holdings
Ltd is composed of a portfolio of businesses, including CBay
Systems & Services Inc, CBay Systems (India) Private Ltd, Mirrus
Systems Inc. and a majority shareholding of approximately 69.5%
percent in MedQuist Inc.  CBaySystems Holdings Ltd trades under
the CBAY symbol on the AIM market of the London Stock Exchange.

                           About Spheris

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serve as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50,000,001 to $100,000,000 while debts range from
$100,000,001 to $500,000,000.


SRAM CORPORATION: Moody's Assigns 'Ba3' Rating on $315 Mil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the company's
proposed $315 million senior secured bank credit facility
consisting of a $25 million revolving credit facility and a
$290 million term loan.  At the same time, Moody's affirmed the B2
CFR and revised the outlook to positive from stable.  The ratings
on the existing credit facility will be withdrawn when the
transaction closes.

The $290 million of proceeds from the amended and extended credit
facility plus around $10 million of cash will be used to repay the
existing term loan and subordinated notes.  While the proposed
refinancing is essentially leverage neutral, it will reduce annual
interest expense by more than $10 million and will extend the
maturity date of the senior credit facility by one year to 2015.

"The positive outlook reflects Moody's view that the good business
fundamentals in the cycling sector combined with SRAM's strong
brand name, leading market share in bicycle component parts and
cost rationalization efforts has helped it weather a severe
consumer led recession and should enable it to improve its
profitability as the economic recovery continues to take shape"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service.  Moody's expectation that revenue and backlog will
continue their recent positive trends after declining for most of
2009 is also reflected in the positive outlook as is the company's
good liquidity position.

The PDR was downgraded to B3 from B2 in accordance with Moody's
LGD methodology as the company will have only first lien bank debt
in its capital structure.  The Ba3 rating on the amended and
extended credit facility is the same as the exiting rating despite
the elimination of the subordinated notes.  This is because
Moody's applied a one notch override to the LGD methodology to
avoid potential rating volatility, which could occur if the CFR is
upgraded to B1 in the near to mid-term.  The Ba3 rating on the
secured facility would likely not be upgraded if the CFR is
upgraded to B1.

The B2 corporate family rating reflects SRAM's modest scale with
$400 million of revenue, narrow product focus, and relatively
high, albeit moderating, financial leverage at just under 5x.  The
ratings are also constrained by the company's history of
shareholder friendly activity as well as by the potential for
future shareholder favored transactions and by the potential for
future acquisitions.  SRAM's ratings benefit from its: 1) strong
operating margins in the high teens; 2) strong market position
within the bicycle component industry; 3) extensive product
portfolio within the premium segment; and 4) strong brand
recognition among bike enthusiasts and dealers.  The ratings also
benefit from the company's good liquidity profile, ability to
improve operating and gross margins despite the double digit
revenue declines throughout the recession, geographic
diversification, and stable industry dynamics.

These ratings/assessments were assigned:

* $25 million Senior Secured Revolving Credit Facility due 2015 at
  Ba3 (LGD2, 22%)

* $290 million Senior Secured Term Loan due 2015 at Ba3 (LGD2,
  22%)

This rating was affirmed:

* Corporate family rating at B2;

This rating was downgraded:

* Probability-of-default rating to B3 from B2

The last rating action was on August 22, 2008, where Moody's
assigned a B2 corporate family rating with a stable outlook.

Based in Chicago, Illinois, SRAM Corporation is a global
manufacturer and marketer of premium branded bicycle components
with brand names such as Rock Shock and TruVativ.  Revenue for the
twelve months ended December 2009 was approximately $400 million.


SRAM LLC: S&P Raises Corporate Credit Rating to 'B+' From 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Chicago, Ill.-based bicycle components manufacturer SRAM
LLC to 'B+' from 'B'.  The rating outlook is stable.

In addition, S&P assigned its issue-level and recovery ratings to
the company's proposed $315 million senior secured credit
facilities due in 2015, consisting of a $25 million revolving
credit facility and a $290 million term loan.  S&P rated the
credit facilities 'BB-' (one notch higher than the 'B+' corporate
credit rating) with a recovery rating of '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.

S&P will withdraw its ratings on SRAM's existing senior secured
credit facilities when the new facility transaction closes.

"The one-notch upgrade of the corporate credit rating reflects
SRAM's relatively good performance in the recession and
improvements in key credit metrics," said Standard & Poor's credit
analyst Andy Liu.

Pro forma for the proposed transaction, lease-adjusted total debt
to EBITDA decreased to 3.1x (or 4.6x including preferred stock)
for the year ended Dec. 31, 2009 -- down meaningfully from 3.6x
(or 4.9x including preferred) at the end of 2008.  Similarly, pro
forma EBITDA coverage of interest for the year ended Dec. 31, 2009
was 6.2x (2.3x including preferred), up meaningfully from 2.8x
(2.3x including preferred).  The limited participating preferred
stock was issued to Trilantic Partners in 2008, representing about
37% of ownership of SRAM.  The preferred provides a 10%
cumulative, annual noncash dividend, accruing quarterly.  The
preferred does not have a maturity date.  However, the preferred
holder has the right to force a sale of the company or an IPO at
or after late 2013.

S&P's 'B+' corporate credit rating reflects SRAM's sales
concentration in components for the midrange to high-end bicycle
market, its intense competition against a market dominant player,
and some technology and fashion risk.  The company's good market
position in several segments of this market and its long-term non-
exclusive relationships with major bicycle original equipment
manufacturers (OEMs) are some positive factors.

SRAM has good EBITDA margins.  For the year ended Dec. 31, 2009,
the EBITDA margin was 23.1% -- a marked improvement from 20.5% at
the end of 2008, despite lower overall sales.  The margin gain
benefited from the company's various cost-containment measures
implemented in 2009, which increased its gross margin and
decreased selling, general, and administrative expenses.  However,
it is uncertain whether SRAM can further reduce its costs if the
economy and demand weaken again.  The company generated good cash
flow in 2009, converting about 53% of EBITDA into discretionary
cash flow (most of which was used to reduce debt).


STANDARD PACIFIC: S&P Assigns 'B-' Rating on $300 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to the
$300 million 8.375% senior notes due May 15, 2018, issued by
Standard Pacific Corp.  The '5' recovery rating reflects S&P's
expectation for a modest (10%-30%) recovery in the event of
default.  The company plans to use proceeds from the offering to
fund a tender offer for its 7.75% senior notes due 2013
($121.2 million outstanding balance), to call its 2010 and 2011
senior notes ($63.7 million combined balance), and repay other
debt.

Irvine, Calif.-based Standard Pacific is a moderately sized
homebuilder with operations in the western, southwestern, and
southeastern U.S. Conditions in these markets remain challenging,
but S&P expects that recent improvements in the company's cost
structure should contribute to near-breakeven net earnings in
2010, even at lower sales levels.  This was the case in Standard
Pacific's first fiscal quarter (ended March 31, 2010), when the
company reported a $5 million loss -- compared with a $50 million
loss during the previous year -- on a 22% drop in closings, to
just 537 homes.  S&P expects the company's leverage to remain high
at about 11x debt-to-EBITDA in 2010, but its near-term maturities
are manageable, in S&P's view, particularly after adjusting for
these new notes and the tender offer.

                           Ratings List

                      Standard Pacific Corp.

           Corporate credit                 B/Stable/--

                         Ratings Assigned

                      Standard Pacific Corp.

                $300 mil. senior notes due 2018  B-
                  Recovery rating                5


STARWOOD HOTELS: Fitch Assigns 'BB+' Rating on $1.5 Bil. Loan
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Starwood Hotels &
Resorts Worldwide Inc.'s new $1.5 billion unsecured credit
facility.  The Rating Outlook is Stable.

The credit facility rating is in line with the 'BB+' rating on
Starwood's unsecured notes and the company's Issuer Default
Rating, as the credit facility ranks pari passu with the unsecured
notes and there is minimal secured mortgage debt in the company's
capital structure.  Fitch affirmed Starwood's ratings last month
and noted that refinancing of the credit facility at reasonable
terms was likely and did not present any credit concerns.

The new 3.5-year, multi-currency revolving credit facility expires
on Nov. 15, 2013 and has $1.5 billion of capacity.  The new
facility was downsized and shortened from the previous
$1.875 billion, 5-year facility that would have matured on
Feb. 11, 2011.  Pricing on the revolver is leverage and ratings
based, ranging from LIBOR+175 basis points to LIBOR+300 bps, with
current pricing at LIBOR+235 bps.  The commitment fee ranges from
25 bps to 50 bps, with current pricing of 40 bps.

Maintenance financial covenant levels were generally maintained
relative to the previous facility, which includes a 2.5 times
interest coverage requirement and a leverage covenant that is
currently at 5.5x through June 30, 2011, before stepping down
periodically to 4.5x in 2013.  Restrictions on dividends and share
buybacks will burn off following (1) a return to an investment
grade rating, (2) maintaining leverage below 4x for two
consecutive quarters, or (3) Starwood electing to permanently
reset the leverage covenant to 4.5x.  The lien carveout, which was
reduced to 5% of Consolidated Net Tangible Assets in an April 2009
amendment to the previous credit facility that provided some
financial covenant relief, was set back to 10% in the new credit
facility.

Lodging Demand Continues To Improve:

The recovery in lodging demand has accelerated faster than Fitch's
expectations over the past several months.  As a result, Fitch's
base case outlook now incorporates industrywide RevPAR in the U.S.
to be flat to +2% in 2010, which is up from its outlook in early
March of a 1%-3% decline, and Fitch's initial view on Dec.  2,
2009 of a 3%-5% decline.  This follows a 17% U.S. RevPAR decline
in 2009.

While the demand improvement is encouraging, Fitch notes that the
year-over-year comparisons are relative to a very weak travel
demand period and it remains to be seen if the improvement will be
sustained when comparisons become more difficult in the second
half of 2010 and as global economic stimulus packages roll off in
upcoming quarters.

Fitch's base case for 2011 has also improved to incorporate low-
to-mid single digit RevPAR growth in 2011 (up from previous
expectations of a low-single digit increase), amid a slow, but
improving macro-economic recovery characterized with high
unemployment levels through next year.  Lodging credit profiles
and ratings would be under pressure if the economic trends pointed
to a double-dip recession, although that is not in Fitch's current
outlook.

Domestically, Starwood has greatest exposure to the luxury, upper
upscale, and urban market segments.  RevPAR performance in upper
upscale and urban markets has been consistently outperforming the
broader hotel market for six months, while the luxury segment has
been consistently outperforming for four months.  In addition,
Starwood has more international exposure than many of its U.S.
peers, and hotel demand internationally is stronger than the U.S.
with the sharpest pace of recovery in Asia.

Yesterday, Marriott raised its company-specific worldwide 2010
RevPAR outlook to a 3-6% increase, from its previous outlook of -
2% to +2%, which was indicated on Feb. 11, 2010.  The noted demand
improvement bodes well for Starwood, which indicated a 2010 RevPAR
outlook of flat to +5% on Feb. 4, 2010.

Importantly, the recent demand improvement has been partially
driven by the business segment.  Initial demand stabilization last
year was driven by flattening occupancy, as leisure travelers were
attracted by lower prices.  Recently, more profitable business
transient demand has improved.  Further improvement in lodging
credit profiles and Fitch's demand outlook will result when
pricing strengthens and booking windows extend.  At this point,
industrywide pricing in the luxury, upper upscale and urban
segments has only recently started to pick up, as the RevPAR
improvement is still largely occupancy driven.  A sustained
improvement in pricing will be another positive indicator of the
lodging recovery gaining traction.

Notable Credit Improvement Since Downgrade:

Fitch downgraded Starwood's IDR out of investment grade on Feb. 4,
2009.  Despite significant operating pressure last year, Starwood
reduced debt by over $1 billion in 2009, resulting in a year-end
debt balance of below $3 billion, which was a level of debt
reduction that exceeded Fitch's original 2009 base case
projections.  The company demonstrated strong capital market
access through two unsecured bond issuances and two timeshare
receivable note sales.  In addition, the company executed on
multiple non-core asset sales and received cash through an amended
points agreement with American Express.  These actions resulted in
$1.6 billion of proceeds in 2009 that were used to repay debt
including $1.375 billion of term loans due in 2009-2011, and to
complete a tender offer for $300 million of notes due in 2012-
2013.

These actions significantly improved its liquidity and maturity
profiles, as Starwood has no bond maturities until 2012 and a
minimal balance on the new $1.5 billion credit facility.  As of
Dec. 31, 2009, Fitch calculates unadjusted leverage (debt/EBITDA)
of 3.9x and slightly higher on an adjusted basis.  Although this
is slightly high relative to the 'BB+' IDR, mitigating factors
include the improving fundamentals in a recovering cyclical
industry, ample liquidity, and a solid free cash flow profile.
Despite the operating pressure in 2009, Starwood generated
$210 million of FCF last year as the company repositioned its
timeshare business and was able to execute two receivable note
sales.  Going forward, the FCF profile will be enhanced by a
significantly reduced dividend ($35 million in 2010 vs.
$165 million in 2009), continued execution on its asset light
strategy, and a less capital intensive timeshare business.

The Stable Outlook incorporates Fitch's expectation that
unadjusted comparable leverage will remain relatively flat in
2010, so the improving operating outlook could support faster than
expected deleveraging and support an Outlook revision to Positive,
if the demand improvement sustains and/or accelerates further.
Starwood's next bond maturity to address is the 2012 notes, which
had $605 million outstanding as of year-end 2009.  Fitch
anticipates the company will be opportunistic with respect to
refinancing decisions, and current ratings incorporate that
capital allocation decisions remain focused on balance sheet
improvement.

Securitized timeshare receivable debt will be coming back on
balance sheet in 2010, which will result in roughly a $445 million
increase in liabilities and a $400 million increase in assets.
Pretax earnings are expected to increase by $20-$23 million and
EBITDA by $40-$45 million, however, there is no change to cash
flow and there is no change to the economics of the
securitizations.  As Fitch has previously noted, ratings are not
affected by the accounting change and will issue additional
guidance as it relates to adjusted credit metrics going forward.


STATION CASINOS: Boyd Gaming Opposes Auction Procedures
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Boyd Gaming Corp.
said that Station Casinos Inc.'s proposed procedures for selling
its assets slant "the playing field in favor of the insider" while
inflicting "blatant harm on the Opco estate."  Boyd says that the
current procedures would "chill competitive bidding."  Boyd
reiterated its $2.45 billion offer from December to buy Station
Casinos with cash and assumed debt.

Station Casinos has announced an agreement where a group including
current owners Frank and Lorenzo Fertitta will be the lead bidder
at an auction with its $772 million offer for substantially all of
the businesses.

The Bloomberg report adds that Boyd is opposing Station's request
for an extension until May 24 of the exclusive right to propose a
Chapter 11 plan.

Hearings are scheduled for May 5 on the exclusivity and auction-
procedure motions.

                        About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STERLING MINING: Auction May Pay Creditors in Full
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Sterling Mining Co.
said in a bankruptcy court filing that the $24 million offered by
the winning bidder at the auction "possibly" would pay creditors
in full, and may leave remaining cash to make distributions for
shareholders.  Silver Opportunity Partners LLC won the auction for
Sterling Mining's assets at an auction last week.  The initial bid
was t $11.7 million.

According to the report, with the advent of a sale that may pay
creditors in full, the Company withdrew the reorganization plan
that was on file and said it would file another.

                      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.


STERLING MINING: Minco Silver Expects Break-Up Fee
--------------------------------------------------
Minco Silver Corporation said it was unsuccessful in its bid to
acquire 100% of the shares of Sterling Mining Company  during a
bankruptcy auction held on April 21, 2010.  As a result, the
Company expects to receive the repayment of all amounts advanced
and incurred on the Sterling matter, with interest, in the
aggregate amount of approximately US$11.76 million, secured by all
assets of Sterling.  Minco Silver will also seek to obtain the
termination fee, or "break fee", in the amount of US$2.75 million
pursuant to the "Amended and Restated Letter Agreement" entered
into between Sterling and Minco Silver on July 30, 2008. The
receipts of the funds are expected to take place on May 14, 2010,
the closing date for the acquisition by the winning bidder.

"We are pleased to see that the proceeding is coming to a
conclusion.  With the funding by the Company pre and post
bankruptcy of Sterling over the past two years, we ensured the
well-being and upkeep of the historical and legendary Sunshine
Mine and protected the assets of Sterling for all the creditors.
We are pleased to see that the Sunshine Mine will be opening a new
chapter going forward and wish them the best in their future
endeavors," commented Dr. Ken Cai, Chairman & CEO of Minco Silver.
"With over C$21 million working capital after the repayment from
Sterling, Minco Silver will continue to focus on bringing its
flagship Fuwan Silver Project into production while continuing to
seek valuable global mining opportunities."

The Company is also pleased to announce that it has closed the
second tranche of its non-brokered private placement totaling
327,500 units at a price of C$1.71 per unit for gross proceeds of
C$560,025. Each unit consists of one (1) common share in the
capital of the Company and one-half of one common share purchase
warrant ("Warrant"). Each Warrant will entitle the holder to
purchase one common share in the capital of Minco Silver at an
exercise price of C$2.15 for a period of twelve (12) months from
the closing of the Offering.

The Company will pay a 5% finders' fee in connection with the
Offering subject to the Toronto Stock Exchange approval. The
proceeds of the Offering will be used for general corporate
purposes.

                      About Minco Silver

Minco Silver Corporation is a TSX listed company focusing on the
acquisition and development of silver dominant projects. The
Company owns 90% interest in the world class Fuwan Silver Deposit,
situated along the northeast margin of the highly prospective
Fuwan Silver Belt.

                      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.


STONEYBROOK TOWNHOMES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Stoneybrook Townhomes, LLC
        734 Ordnance Drive
        Church Hill, TN 37642

Bankruptcy Case No.: 10-51017

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Fred M. Leonard, Esq.
                  27 Sixth Street
                  Bristol, TN 37620
                  Tel: (423) 968-3151
                  E-mail: fredmleonard@earthlink.net

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

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

According to the schedules, the Company says that assets total
$2,608,250 while debts total $2,078,637.

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

The petition was signed by Chris Monet, managing member.


STRAFORD PLASTIC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Stratford Plastic Components Corp.
        753 Ontario Street
        Stratford, ON N5A 847

Bankruptcy Case No.: 10-32792

Chapter 11 Petition Date: April 23, 2010

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Jose Bartolomei, Esq.
                    E-mail: bartolomei@millercanfield.com
                  Marc N. Swanson, Esq.
                    E-mail: swansonm@millercanfield.com
                  Stephen S. LaPlante, Esq.
                  Miller Canfield Paddock&Stone PLC
                  150 W. Jefferson Avenue #2500
                  Detroit, MI 48226
                  Tel: (313) 496-7591

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

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

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

The petition was signed by Eugene P. Migus, senior vice-president,
BDO Canada LTD.


TAYLOR BEAN: Angelo Gordon Wins Auction of MBS Portfolio
--------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court in Jacksonville,
Florida, will hold a hearing today to approve the sale by Taylor
Bean & Whitaker Mortgage Corp. of a portfolio of marked-down
mortgage-backed securities.

AG Mortgage Value Partners Master Fund, a Cayman Islands-
registered hedge fund run by Angelo Gordon & Co., won the auction
with its $9.675 million offer.  AG Mortgage was the "stalking
horse" bidder, initially offering $8.76 million for the portfolio.

According to Patrick Fitzgerald at Dow Jones' Daily Bankruptcy
Review the portfolio once valued at more than $30 million.

Centerbridge Credit Partners L.P., and the Diocese of Rockville
Centre Lay Pension Plan submitted rival bids.  Rockville's
$9,625,000 bid -- plus the Court-approved $275,000
Break-up Fee -- emerged as the second highest bid after seven
rounds of bidding.

Rockville has acknowledged that it is obligated to hold open its
bid in the event that AG Mortgage fails to close.

Dow Jones notes that Lewis Ranieri, a former Salomon Brothers'
vice chairman known as the father of mortgage securitization, is a
member of the pension plan's investment committee.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047). Taylor Bean filed under Chapter 11 three weeks
after federal investigators searched its offices.  The day
following the search, the Federal Housing Administration, Ginnie
Mae and Freddie Mac prohibited the company from issuing new
mortgages and terminated servicing rights.

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TAZDOG, LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tazdog, LLC
        2777 Darlington Road
        Beaver Falls, PA 15010

Bankruptcy Case No.: 10-22965

Chapter 11 Petition Date: April 23, 2010

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

Debtor's Counsel: Gary William Short, Esq.
                  436 Seventh Avenue
                  2317 Koppers Building
                  Pittsburgh, PA 15219
                  Tel: (412) 765-0100
                  Fax: (412) 765-2211
                  E-mail: gwshort@verizon.net

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

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

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

The petition was signed by Edward Cline, authorized agent.


TECH DATE: Fitch Expects Modest Sales Growth in 2010
----------------------------------------------------
Fitch Ratings released a report detailing its outlook for the I.T.
Distributors.  In the report, Fitch examines industry operating
performance, credit and liquidity, key industry trends and
developments, individual credit and financial profiles, corporate
governance and covenants.  Fitch also provides quarterly and
historical financial data.

Fitch's outlook for IT distributors in 2010 is stable, underpinned
by a more optimistic view on industry operating profiles, offset
by expectations of moderate deterioration in liquidity and credit
profiles as well as heightened event risk, particularly for
acquisitions.

The companies profiled are:

  -- Anixter Inc./Anixter International Inc.: 'BB+'; Outlook
     Stable;

  -- Arrow Electronics, Inc.: 'BBB-'; Outlook Stable;

  -- Avnet, Inc.: 'BBB-'; Outlook Stable;

  -- Ingram Micro Inc.: 'BBB-'; Outlook Stable;

  -- Tech Data Corporation: 'BB+'; Outlook Stable.

Fitch expects the IT distributors to experience modest sales
growth in 2010, as corporate IT demand improves, driven by a more
stable economic backdrop and growth in emerging markets.  Positive
operating leverage and abatement of cyclical gross margin pressure
will result in improved operating profitability.

After generating significant cash from working capital reduction,
reducing short-term debt and limiting acquisitions and share
buybacks, the distributors' credit profiles are currently very
strong.  Fitch expects some deterioration in 2010, as M&A resumes
and cash generation declines.  A degree of credit deterioration
from current levels is incorporated into ratings.


TERREMARK WORLDWIDE: Moody's Upgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service upgraded Terremark Worldwide, Inc.'s
corporate family rating and probability of default rating, each to
B2 from B3, due to the reduced project and execution risk
following the company's near completion of new space at its
Virginia and Silicon Valley data centers.  As a result, the
ratings on the existing 12% senior secured notes, due 2017 were
upgraded to B1.  Moody's notes that the company is seeking to
raise an additional $50 million (gross proceeds) under the 2017
notes indenture, which would bring the face amount of the notes to
$470 million.  The company will use the add-on note issuance
proceeds largely for general corporate purposes, which will
include the acceleration of the build-out of its data centers.
The SGL-2 liquidity assessment is affirmed, indicating good
liquidity.

Issuer: Terremark WorldWide, Inc.

Upgrades:

  -- Corporate Family Rating, Upgraded to B2 from B3

  -- Probability of Default Rating, Upgraded to B2 from B3

  -- $470 million Senior Secured Notes Due 2017, Upgraded to B1,
     LGD3 - 42% from B2, LGD3 - 42%

Although the company's financial leverage (Moody's adjusted
Debt/EBITDA, including capitalized operating leases) remained
relatively constant during 2009, due to the ongoing expansion and
the wait time for new facilities to come online, Moody's expects
the company's adjusted leverage to fall to about 5.9x at fiscal
year end 2011 from about 7.2x at December 31, 2009.  The reduction
in leverage will be driven by the operating benefits that will
accrue to Terremark, as the company begins to generate revenues
from the leases on the new space.  The company has indicated that
a good portion of the 55,000 square foot colocation capacity that
is coming online in fiscal 2011 has already been presold.

Nevertheless, Terremark's B2 CFR reflects the significant
continuing execution risk from the company's ongoing expansion,
increasingly competitive environment as the company grows its
managed service business, high leverage, and the high capital
intensity inherent in the company's business plans.  Moody's
believes Terremark plans to build out roughly 40 thousand square
feet of additional rentable space over the next year.
Furthermore, the rating agency recognizes that Terremark's key
credit metrics will remain in a state of transition through the
end of fiscal year ending in March of 2012, as during that time
Moody's expects the company's leverage to fall from over 7x pro-
forma for the pending financing to roughly 4.5x, given the
expected rapidly improving EBITDA once the announced build-outs
are complete.  Moody's also notes that if the company undertakes
additional expansion projects, the expected deleveraging may be
further delayed.  Finally, Terremark's rating reflects the
favorable near-term trends for server hosting capacity in the US
and the unique position of the company's cornerstone data center
in Florida, and its growing relationship with the Federal
government, which Moody's believe somewhat reduces the uncertainty
of future cash flows.

Terremark's SGL-2 liquidity rating indicates good liquidity.  Over
the 4-quarter horizon to March 31, 2011 Terremark's main source of
liquidity is expected to be cash on hand, which pro-forma for the
$50 million debt raise would be roughly $110 million.  Against
this, Terremark's main use of cash will be its likely cash burn of
roughly $80 million to support its expansion plans over this 4-
quarter period.  Moody's notes that the company's liquidity
position enables it to execute its expansion only up to the
announced levels.  Should the company proceed to add more space
than what it has announced, it will need to raise additional debt
or equity capital.

The stable outlook reflects Moody's view that no significant
changes to Terremark's credit profile, which is likely to be quite
weak initially, are expected over the rating horizon of roughly 2
years as the company focuses on its expansion plans.

Moody's most recent rating for Terremark was in June 2009, when
the rating agency assigned a B2 rating to the senior secured note
issuance, along with a B3 CFR and a B3 PDR.

Headquartered in Miami, FL, Terremark is a data company which
operates four domestic and five international data centers,
totaling about 207,000 square feet of rentable data center space.


TERREMARK WORLDWIDE: S&P Assigns 'B-' Rating on $50 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B-' issue
rating and '4' recovery rating to Miami-based data center operator
and managed service provider Terremark Worldwide Inc.'s
$50 million add-on to its 12% senior secured notes due 2017, to be
issued under Rule 144A with registration rights.  The company will
use the proceeds for general corporate purposes.

S&P also affirmed the company's 'B-' corporate credit rating and
'B-' issue rating on its existing $420 million of senior secured
notes due 2017, leaving the '4' recovery rating on the notes
unchanged.  S&P also revised the outlook to positive from stable.
The outlook revision to positive reflects the company's strong
growth in revenue and EBITDA over the last 12 months and
expectation that, at this continued pace, it will be able to
achieve leverage of under 7x on an ongoing basis over the next
year, which would be supportive of an upgrade.

"The rating on Terremark reflects the company's highly leveraged
capital structure, negative free cash flow, and significant growth
rate," said Standard & Poor's credit analyst Catherine Cosentino.
While Standard & Poor's believes that Terremark's colocation
business has attractive gross profit margins and low churn, its
business plan does require significant upfront capital investment
to support growth through data center expansion; thus, S&P expects
high leverage and net free cash flow deficits over the near term.

"Moreover," added Ms. Cosentino, "the company's managed services
business represents a material part of its current revenue base,
and S&P believes that this segment, while less capital intensive
than colocation, has less certain demand prospects and potential
for higher churn and pricing pressures."


TEXAS HILL: Asks for Court's Nod to Use Cash Collateral
-------------------------------------------------------
Texas Hill Enterprises, GP, and Texas Hill Diamante Cooling,
L.L.C., seek authority from the U.S. Bankruptcy Court for the
District of Arizona to use the cash collateral securing their
obligation to their prepetition lenders.

Farm Credit Services Southwest may claim liens on the Debtors'
real estate, equipment and cash in the approximate amount of
$5,021,546.

The Debtors assert that their debts, including debts to Farm
Credit, total approximately $13.5 million.  The alleged secured
claims of Farm Credit and Rabobank, N.A., and Rabobank AgFinance
total approximately $11 million.  The two Rabobank entities are
secured by first and second liens against the Debtors' real
property.

Daniel P. Collins, Esq., at Collins, May, Potenza, Baran &
Gillespie, P.C., the attorney for the Debtors, explains that the
Debtors need the money to fund their Chapter 11 cases, 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/TEXAS_HILL_budget.pdf

In exchange for using the cash collateral, the Debtors are willing
to grant Farm Credit post-petition replacement liens.  Farm Credit
is further adequately protected by the Debtors' continuation and
preservation of the going concern value of the business.  Adequate
protection is also provided to Farm Credit by the equity cushion
in the Debtors' hard assets.

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


TEXAS HILL: Asks for Court OK to Obtain Post-Petition Financing
---------------------------------------------------------------
Texas Hill Enterprises, GP (THE) and Texas Hill Diamante Cooling,
L.L.C., seek authority from the U.S. Bankruptcy Court for the
District of Arizona to obtain post-petition super-priority secured
credit in the amount of $200,000 from Kristi L. Ricard and
unsecured credit of $150,000 from Forest A. Braden.

The Debtors have received an offer from Ms. Ricard to open a
$200,000 line of credit for THE, to mature on July 15, 2010.
Interest will accrue at a rate of 10% per annum.  In exchange for
the extension of credit, the Debtors propose to grant Ms. Ricard
an administrative priority and a super-priority lien on all
existing crops.

The Debtors have also received an offer from Mr. Braden to lend
THE $150,000, which loan is to be repaid by July 15, 2010.
Interest will accrue at a rate of 10% per annum.  In exchange for
the loan, Mr. Braden will be granted an administrative priority.

Daniel P. Collins, Esq., at Collins, May, Potenza, Baran &
Gillespie, 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 say that over the next
two months, the projected monthly revenues generated by the
Debtors cannot cover the expenses.

The Debtors say that the post-petition financing agreements are
being drafted and will be filed shortly hereafter.

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


TEXAS HILL: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
Texas Hill Enterprises, GP, has filed with the U.S. Bankruptcy
Court for the District of Arizona a list of its 20 largest
unsecured creditors.  The three largest unsecured creditors are:

   Entity                                           Claim Amount
   ------                                           ------------
The Dune Company of Yuma, LLC
Attn: Mike Snyder
P.O. Box 5149
Yuma, AZ 85304                                    $666,776

Ricard Hay Forage
P.O. Box 115
Tacna, AZ 85352                                   $219,346

Fertizona Roll LLC
Attn: Mike Espil
4212 South Avenue 39E
Roll, AZ 85347                                    $102,450

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb10-11121.pdf

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


TEXAS HILL: Section 341(a) Meeting Scheduled for June 25
--------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Texas
Hill Enterprises, GP's creditors on June 25, 2010, at 10:30 a.m.
The meeting will be held at U.S. District Court Building, 325 West
19th St., Yuma, AZ (YUMA).

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.

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


TEXAS HILL: Taps Collins May as General Counsel
-----------------------------------------------
Texas Hill Enterprises, GP, has asked for authorization from the
U.S. Bankruptcy Court for the District of Arizona to employ
Collins, May, Potenza, Baran & Gillespie, P.C., as general
counsel, effective as of April 15, 2010.

CMPBG will, among other things:

     a. analyze the Debtors' financial situation, and render
        advice to the Debtors in determining course of action
        necessary to reorganize effectively;

     b. prepare and file the petition, statement of affairs,
        schedule of assets and liabilities, and plan of
        reorganization;

     c. represent the Debtors at the meeting of creditors and
        confirmation hearing, and any adjourned hearings thereof.

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

        Attorneys                            $180-$360
        Law Clerks                              $150
        Paralegals                            $75-$165
        Other Legal Assistants                $75-$165

To the best of the Debtors' knowledge, CMPBG is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


TISHMAN SPEYER: Stuyvesant & Peter Cooper May Be Sold Separately
----------------------------------------------------------------
Kaja Whitehouse at the New York Post reports that sources familiar
with the matter said CW Capital and Bank of America are asking a
judge for permission to sell the Stuyvesant Town-Peter Cooper
Village separately.  The Post says CW Capital and Bank of America
made the request so that they had available to them all possible
sale scenarios -- and to shield them from claims they didn't do
everything to get the best possible price for the complex.

The Post says few expect the two parcels to be sold separately.
The Post notes CW is obligated to offer the property for sale "in
all the possible combinations," said a person familiar with the
deal, who also characterized the chances of a split as "extremely
unlikely."  CW oversees the two complexes on behalf of lenders.

StuyTown includes 35 buildings, while Peter Cooper Village has 21
buildings.  Combined, the development totals 11,000 apartments.

Tishman Speyer and BlackRock paid $5.4 billion for the complex in
2006, with plans of converting the regulated apartments to market-
rate apartments.

As reported by the Troubled Company Reporter on February 26, 2010,
Charles V. Bagli at The New York Times' City Room said the most
recent appraisal of Stuyvesant Town and Peter Cooper Village put
the worth of the complexes at about $1.8 billion.  But many
analysts and investors say that the complexes, which contain more
than 11,000 apartments, will be worth far more in the future.

The NY Times also said the Stuyvesant Town-Peter Cooper Village
Tenants Association is pursuing a restructuring plan that would
allow some tenants to purchase their apartments, while ensuring
that thousands of other units remain affordable under the state's
rent regulations.

In February 2010, David Tepper's Appaloosa Management objected to
a decision by CW to foreclose on the owners of Stuyvesant Town and
Peter Cooper Villages.  According to the NY Times, Appaloosa said
a foreclosure could cost as much as $200 million in transfer
taxes.  Appaloosa said CW should have pushed the owners to go into
bankruptcy court, thereby avoiding the necessity of paying those
taxes.  Appaloosa also argued that CW has "irreconcilable
conflicts of interest" because it is both the "servicer" for the
mortgage and an important debtholder.

The NY Times said Appaloosa has acquired control of more than
$750 million of $3 billion in mortgages in the complexes.

                       About Tishman Speyer

Tishman Speyer Properties lays claim to two of the most famous
slices of the Big Apple -- New York City's Chrysler Building and
Rockefeller Center. The property company invests in, develops,
and/or operates commercial real estate.  Other well known holdings
include Berlin's Q 205 project (the first post-reunification
development in the city's center) and Chicago's Franklin Center
(one of the city's largest office properties).  The company owns
or has developed more than 115 million sq. ft. in Asia, Europe,
South America, and the US since it was founded in 1978. The
company also has projects in India, China, and Brazil, and owns
some 92,000 residential units around the world.

Stuyvesant Town-Peter Cooper Village comprises 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments.  The loan sponsors, Tishman Speyer Properties, LP and
BlackRock Realty, acquired the property with the intent of
converting rent-stabilized units to market rents as tenants
vacated the property; however, the conversion of units has since
been determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.


TRICKLE'S INCORPORATED: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Trickle's Incorporated
          dba Western Mailing Services
        530 e. Pamalyn Avenue, Suite C
        Las Vegas, NV 89119

Bankruptcy Case No.: 10-17235

Chapter 11 Petition Date: April 23, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike k. Nakagawa

Debtor's Counsel: David J. Winterton, Esq.
                  211 N. Buffalo Drive #A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  E-mail: david@davidwinterton.com

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/nvb10-17235.pdf

The petition was signed by Barbara L Trickle, president.


TRULITE INC: Equus Takes Action to Collect $2.3MM From Firm
-----------------------------------------------------------
Equus Total Return, Inc. announced that on April 22, 2010, it had
taken action to collect $2.3 million owing from Trulite, Inc., a
portfolio company of Equus. The loan to Trulite was originated by
Paula Douglass (who until March 2010 had been an officer of the
Fund and a member of the Fund's Investment Committee).  Trulite
defaulted on the Loan from Equus on January 26, 2010.

"We are very disturbed that Jonathan H. Godshall, CEO of Trulite,
John D. White, Chairman of Trulite, and Paula Douglass, a Director
of Trulite, have been put forward by the 'Committee to Enhance
Equus' (The Douglass Committee) as nominees for Directors for your
Fund," said Richard Bergner, Chairman of the Fund. "The
appointment of these proposed nominees would not be in the best
interest of the Fund's shareholders, as these Directors would have
a clear conflict in their duty to protect the interest of the
Fund's shareholders versus their duty to protect the assets of
Trulite, which is in default on a $2.3 million loan from the
Fund."

In early 2007, Trulite commenced trading on the OTC Bulletin Board
and on March 31, 2008 had a market capitalization in excess of $14
million. In July 2008, Paula Douglass was appointed to the Board
of Trulite. By June 2009, Trulite's stock price declined and last
traded at a penny per share in July 2009 with a market
capitalization of approximately $200,000.

                            About Equus

The Fund is a business development company that trades as a
closed-end fund on the New York Stock Exchange, under the symbol
"EQS". Additional information on the Fund may be obtained from the
Fund's website at http://www.equuscap.com/


UAL CORP: Disagreement Arises on Continental Merger Talks
---------------------------------------------------------
The Wall Street Journal's Susan Carey and Gina Chon report that
people familiar with the matter said Sunday disagreements have
emerged in the merger talks between UAL Corp.'s United Airlines
and Continental Airlines Inc. over which share price to use for
the stock-swap deal.  According to the Journal, the sources said
UAL and Continental were hoping to agree on a "neutral price."

The Journal also relates a person familiar with the matter said
that during discussions on Friday and Saturday, the two companies'
chief executives disagreed on what share price to use in the
merger.  The Journal says Continental thinks the fairer deal is to
use the 30-day share price prior to April 7.  United wants to use
the price the day before the deal is signed.

According to the Journal, United and Continental are in much
different positions than they were two years ago when Continental
ultimately spurned United's advances.  Continental has a new,
aggressive chief executive, both carriers are better off
financially, and the industry landscape has been altered by the
2008 merger of Delta Air Lines Inc. and Northwest Airlines, among
other things, the people said.

Sources told the Journal that if the merger does go through, Jeff
Smisek, Continental's chief executive, would become chief
executive of the combined company, while Glenn Tilton, UAL's CEO,
would become the nonexecutive chairman.  The company would be
based in Chicago, and United would be the surviving brand, the
people said, according to the Journal.

According to the Journal, based on the April 23 stock prices, the
deal would create a company valued at $6.9 billion.  Delta,
currently the No. 1 carrier by traffic, is valued at
$10.2 billion.

The Journal also reports that United's pilots union has signaled
that it may support a merger with Continental, whose pilots are
represented by the same union and earn higher wages than the
United aviators.  Continental's pilots union hasn't commented.

The Journal relates that the labor agreements on both airlines'
pilot groups are open for renewal, and United and Continental may
have to offer richer terms to ensure pilot approval, a key
challenge in successfully meshing two airlines.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  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: Reports March 2010 Traffic Results
--------------------------------------------
United Air Lines, Inc., reported its preliminary consolidated
traffic results for March 2010.  Total consolidated revenue
passenger miles (RPMs) increased in March by 3.2% on a decrease of
2.7% in available seat miles (ASMs) compared with the same period
in 2009.  This resulted in a reported March consolidated passenger
load factor of 83.5%, an increase of 4.8 points compared to 2009.

For March 2010, consolidated passenger revenue per available seat
mile (PRASM) is estimated to have increased 21.5% to 23.5% year
over year.  Consolidated PRASM is estimated to have increased 3.2%
to 5.2% for March 2010 compared to March 2008, approximately
3.0 percentage points of which were due to growth in ancillary
revenues.

United reported a U.S. Department of Transportation on-time
arrival rate of 83.8% in March.

Average March 2010 mainline fuel price, including gains or losses
on settled fuel hedges and excluding non-cash, mark-to-market fuel
hedge gains and losses, is estimated to be $2.21 per gallon.
Including non-cash, mark-to-market fuel hedge gains and losses,
the estimated fuel price is $1.67 per gallon for the month.

                                2010        2009   Percent
                                Mar.        Mar.    Change
                               -----       -----   -------
Revenue passenger miles ('000)
North America               4,966,354   5,097,832     (2.6%)
Pacific                     1,852,884   1,743,576      6.3%
Atlantic                    1,413,349   1,310,329      7.9%
Latin America                 298,506     320,117     (6.8%)
Total International         3,564,739   3,374,022      5.7%
Total Mainline              8,531,093   8,471,854      0.7%
Regional Affiliates         1,361,805   1,110,137     22.7%
Total Consolidated          9,892,898   9,581,991      3.2%

Available seat miles ('000)
North America               5,829,540   6,156,076     (5.3%)
Pacific                     2,145,324   2,408,069    (10.9%)
Atlantic                    1,763,555   1,751,709      0.7%
Latin America                 375,100     400,442     (6.3%)
Total International         4,283,979   4,560,220     (6.1%)
Total Mainline             10,113,519  10,716,296     (5.6%)
Regional Affiliates         1,732,849   1,464,583     18.3%
Total Consolidated         11,846,368  12,180,879     (2.7%)

Load factor
North America                   85.2%       82.8%   2.4 pts
Pacific                         86.4%       72.4%  14.0 pts
Atlantic                        80.1%       74.8%   5.3 pts
Latin America                   79.6%       79.9%  (0.3 pts)
Total International             83.2%       74.0%   9.2 pts
Total Mainline                  84.4%       79.1%   5.3 pts
Regional Affiliates             78.6%       75.8%   2.8 pts
Total Consolidated              83.5%       78.7%   4.8 pts

Revenue passengers boarded ('000)
Mainline                        4,681       4,958     (5.6%)
Regional Affiliates             2,432       2,078     17.0%
Total Consolidated              7,113       7,036      1.1%

Cargo ton miles (000)
Freight                       159,679     107,064     49.1%
Mail                           16,004      17,203     (7.0%)
Total Mainline                175,683     124,267     41.4%

                GAAP to Non-GAAP Reconciliations

Pursuant to SEC Regulation G, United has included the following
reconciliation of reported non-GAAP financial measures to
comparable financial measures reported on a GAAP basis.  Since
United does not apply cash flow hedge accounting, the company
believes that the net fuel hedge adjustments provide management
and investors with a better perspective of its performance and
comparison to its peers because the adjustments reflect the
economic fuel cost during the periods presented and many of our
peers apply cash flow hedge accounting.

                                               March 2010
                                               ----------

Mainline fuel price per gallon excluding
non-cash, net mark-to-market gains and losses       $2.21

Add: Non-cash, net mark-to-market (gains) and
losses per gallon                                   (0.54)
                                                ----------
Mainline fuel price per gallon                       $1.67
                                                ==========

                      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.


UNITED WESTERN: Reschedules Annual Shareholders Meeting to July 30
------------------------------------------------------------------
United Western Bancorp, Inc.'s Annual Meeting of Shareholders
originally scheduled to be held on May 13, 2010 has been
rescheduled to July 30, 2010.  In addition, the March 10, 2010
record date for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting has been changed to
May 31, 2010.  The Company chose to reschedule the Annual Meeting
to better accommodate shareholder schedules and encourage
shareholder participation in the Company's Annual Meeting.

Denver, Colo.-based United Western Bancorp, Inc. (NASDAQ: UWBK) --
http://www.uwbancorp.com/-- is a unitary thrift holding company
that operates a community-based bank.  The Holding Company's UW
Trust Company subsidiary provides deposit services to
institutional customers and custodial, administrative, and escrow
services.  At Dec. 31. 2009, the Company's balance sheet showed
$2.5 billion in assets and $2.3 billion in liabilities, and the
company reported a $42 million loss in 2009.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
United Western Bancorp, Inc., has elected to defer regularly
scheduled interest payments on all of the Company's outstanding
junior subordinated debentures, totaling approximately $30.4
million, relating to its trust preferred securities issued by
Matrix Bancorp Capital Trust II, VI and VIII for a period of 20
consecutive quarters on each Security.  The terms of the
Securities and the indenture documents allow the Company to defer
payments of interest for the Deferral Period without default or
penalty.


US AIRWAYS: Disagreement Arises on UAL-Continental Merger Talks
---------------------------------------------------------------
The Wall Street Journal's Susan Carey and Gina Chon report that
people familiar with the matter said Sunday disagreements have
emerged in the merger talks between UAL Corp.'s United Airlines
and Continental Airlines Inc. over which share price to use for
the stock-swap deal.  According to the Journal, the sources said
UAL and Continental were hoping to agree on a "neutral price."

The Journal also relates a person familiar with the matter said
that during discussions on Friday and Saturday, the two companies'
chief executives disagreed on what share price to use in the
merger.  The Journal says Continental thinks the fairer deal is to
use the 30-day share price prior to April 7.  United wants to use
the price the day before the deal is signed.

According to the Journal, United and Continental are in much
different positions than they were two years ago when Continental
ultimately spurned United's advances.  Continental has a new,
aggressive chief executive, both carriers are better off
financially, and the industry landscape has been altered by the
2008 merger of Delta Air Lines Inc. and Northwest Airlines, among
other things, the people said.

Sources told the Journal that if the merger does go through, Jeff
Smisek, Continental's chief executive, would become chief
executive of the combined company, while Glenn Tilton, UAL's CEO,
would become the nonexecutive chairman.  The company would be
based in Chicago, and United would be the surviving brand, the
people said, according to the Journal.

According to the Journal, based on the April 23 stock prices, the
deal would create a company valued at $6.9 billion.  Delta,
currently the No. 1 carrier by traffic, is valued at
$10.2 billion.

The Journal also reports that United's pilots union has signaled
that it may support a merger with Continental, whose pilots are
represented by the same union and earn higher wages than the
United aviators.  Continental's pilots union hasn't commented.

The Journal relates that the labor agreements on both airlines'
pilot groups are open for renewal, and United and Continental may
have to offer richer terms to ensure pilot approval, a key
challenge in successfully meshing two airlines.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At Dec. 31, 2009, AMR reported total assets of $25.438 billion,
including total current assets of $6.642 billion; against total
current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                  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.


VERTIS INC: Moody's Assigns Corporate Family Rating at 'Caa1'
-------------------------------------------------------------
Moody's Investors Service assigned Vertis, Inc., a Caa1 Corporate
Family Rating, Caa1 Probability of Default Rating and SGL-3
Speculative Grade Liquidity rating.  Moody's also assigned a B3
rating to Vertis' proposed $600 million first-lien senior secured
debt due 2015 that may be allocated between notes and a term loan.
The ratings are assigned in connection with Vertis' proposed out-
of-court restructuring and refinancing that will reduce its debt
by approximately 20% to $935 million (excluding an incremental
$100 million of PIK preferred stock that Moody's considers to be
debt-like) through conversion of existing senior PIK notes to
common stock and exchange of existing senior secured second lien
notes for new secured notes, cash and preferred stock.  Vertis
plans to utilize the net proceeds from the first lien debt
offering to repay existing bank debt and second lien notes and for
transaction fees and expenses.  The restructuring and refinancing
favorably extend the maturity profile and reduce total interest
expense, but also significantly increase Vertis' cash interest
costs.  The rating outlook is stable.

Assignments:

Issuer: Vertis, Inc.

  -- Corporate Family Rating, Assigned Caa1

  -- Probability of Default Rating, Assigned Caa1

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

  -- Senior Secured Bank Credit Facility, Assigned a B3, LGD3 -
     42%

  -- Senior Secured Regular Bond/Debenture, Assigned a B3, LGD3 -
     42%

Outlook Actions:

Issuer: Vertis, Inc.

  -- Outlook, Changed to Stable from Rating Withdrawn

Vertis' Caa1 CFR reflects the company's high leverage, thin
coverage of total interest costs, and long-term price and volume
pressure on the print-based advertising and direct marketing
products and services that comprise the majority of the company's
revenue.  The proposed transactions would be a second
restructuring closely on the heels of Vertis' 2008 bankruptcy
reorganization.  Moody's believes the risk of another
restructuring over the intermediate term will remain elevated
unless debt-to-EBITDA leverage (approximately 7.3x pro forma FY
2009 incorporating Moody's standard adjustments and reducing
EBITDA by $24 million of synergy and restructuring costs) is
reduced from what is still a very high level, notwithstanding the
proposed conversion of debt to common/preferred stock and new
secured notes.  Vertis' sizable revenue and modest cash flow
generation, significant scale and broad geographic reach within
the U.S. and long-term customer relationships provide a foundation
from which the company could improve its credit profile.  Further,
the company's ability to adjust its cost structure coupled with
adequate near-term liquidity provides some flexibility to execute
growth initiatives and Vertis' consolidation strategy.  Failure to
execute on these fronts will severely limit Vertis' ability to
reduce leverage, which in Moody's view, would likely lead to
another balance sheet restructuring.

The stable rating outlook reflects Moody's expectation that Vertis
will continue to aggressively manage costs to maintain its
earnings base and keep an adequate liquidity position for the next
12-18 months.  The liquidity position provides Vertis some near-
term flexibility to execute its business plan to further stream
line costs and stabilize revenues through growth initiatives and
the beneficial effect on client spending from an economic
recovery.

The company's SGL-3 speculative grade liquidity rating reflects
adequate liquidity for the next 12 months supported by sufficient
free cash flow to cover modest term loan amortization as well as
unused capacity on the proposed $200 million asset based revolving
credit facility.  Moody's estimates that the company will generate
sufficient free cash flow to fund the 1% required annual
amortization on the term loan, although this is largely a function
of paying PIK interest on approximately 17% of the debt structure.
Expiration of the PIK interest periods from 2011-2014 will create
incremental cash debt service needs and liquidity pressure,
although the company will retain an option to pay interest in kind
on a small portion of the instruments.  The $90-110 million of
projected unused availability within the borrowing base (after
drawdowns and letters of credit) on the proposed revolver provides
an additional liquidity cushion.  Moody's expects the facility's
covenant levels will be structured to provide Vertis with an
adequate EBITDA cushion relative to the company's plan.

The proposed term loan and notes will be secured by a first lien
on substantially all the assets of Vertis, the company's
parent,Vertis Holdings, Inc. and its subsidiaries and guaranteed
by substantially all of its current and future domestic
subsidiaries as well as Vertis Holdings, Inc. The unrated revolver
is also secured by a first lien on the company's assets but it
will have first priority only with respect to certain current
assets and other related assets.  The term loan and notes will
have second priority with respect to such current assets and first
priority with respect to all other assets including fixed assets
and intellectual property.  The book value of such other assets is
higher than the current assets.  However, Moody's considers the
collateral coverage of the revolver to be better than on the
proposed term loan/notes and has ranked the revolver ahead of the
term loan/notes in the loss given default notching model.

The proposed term loan and notes are ranked the same in Moody's
loss given default modeling template based on the pari-passu
nature of their senior secured first lien claims, but the term
loan facility is expected to contain covenants that could improve
recovery prospects relative to the notes.  Vertis' proposed notes
do not contain maintenance financial covenants, mandatory
amortization or an excess cash flow sweep, all of which are
expected to be present in the term loan.  Maintenance covenants
provide the term loan lenders an ability to modify the terms of
the credit facility, which could result in paydowns and/or higher
interest margins as a condition to amending the facility.
Repayments reduce the term loan lenders' exposure over time.

The restructuring/refinancing transactions are subject to a number
of conditions including minimum participation requirements on the
company's exchange offerings.  Moody's assumes these conditions
are met but ratings are subject to a review of the final results
of the company's restructuring and the terms and conditions of the
debt instruments.

Moody's last rating actions for Vertis and American Color
Graphics, Inc., were on July 15, 2008, when the PDRs were lowered
to D from Ca following the companies announcements that they had
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  The ratings for both companies were
subsequently withdrawn on August 12, 2008.

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

Vertis, headquartered in Baltimore, MD, provides advertising,
direct marketing and interactive products and services to clients
across North America.  Vertis merged with ACG in October 2008 upon
the emergence of both companies from July 2008 pre-packaged
bankruptcy filings.  Avenue Capital will control a majority of the
equity and the board of directors upon completion of the proposed
refinancing/restructuring.  Revenue was approximately $1.3 billion
in FY 2009.


VILLAGE AT WEST GLOUCESTER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: The Village at West Gloucester, LLC
        58 Rhodes Road
        Princeton, MA 01541

Bankruptcy Case No.: 10-42000

Chapter 11 Petition Date: April 23, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: John M. McAuliffe, Esq.
                  McAuliffe & Associates, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889
                  E-mail: mcauliffeassociates@hotmail.com

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

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

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

The petition was signed by Brian P. Lever, manager.


VISINET INC: Workers Protest Over Unpaid Salary
-----------------------------------------------
The Associated Press reports that 30 former employees of Visinet
Inc. held a protest amid the uncertainty surrounding their final
paychecks.  Employees said they were not getting paid for their
last three weeks of work.

Based in Omaha, Nebraska, Visinet Inc. filed for Chapter 11
protection on April 8, 2010 (Bankr. D. Ne. Case No.10-81044).
Angela L. Burmeister, Esq., at Berkshire & Burmeister, represents
the Debtor.  The Debtor listed both assets and debts of between
$1 million and $10 million.


VITOIL-SCOTTISH, LLC: Case Summary & Creditors List
---------------------------------------------------
Debtor: Vitoil-Scottish, LLC
        11170 Aqua Vista Avenue
        Studio City, CA 91602

Bankruptcy Case No.: 10-14734

Chapter 11 Petition Date: April 22, 2010

Court: U.S. Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Ron Bender, Esq.
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbrb.com

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

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

The petition was signed by Serge Gharibian, CMB, MBA, president.

Debtor's List of 14 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
South Bay Construction             --                   $6,000,000
170 Knowles Drive
Los Gatos, CA 95032

Kevin C. Kello                     --                      $90,000
1299 Ocean Avenue, Suite 900
Santa Monica, CA 90401

Alfatech Cambridge
97 E Brokaw Road, Suite 300        --                      $68,000
San Jose, CA95112

Quality Built                      --                      $48,000

TRC Lowney                         --                      $41,000

John Oberman                       --                      $38,000

Sweeney, Mason, Wilson &           --                      $38,000
Bosomworth

Kier & Wright                      --                      $34,000

Belden Consulting Engineers        --                      $29,000

San Jose Water Company             --                      $21,000

Water Boards                       --                      $12,000

Anita Blumenthal                   --                      $10,000

Law Office of J.G. Wagner          --                      $10,000

US Approvals, LLC                  --                          $10


WAVERLY GARDENS: U.S. Trustee Wants Reorganization Case Dismissed
-----------------------------------------------------------------
Richard F. Clippard, the U.S Trustee for Region 8, asks the U.S.
Bankruptcy Court for the Western District of Tennessee to dismiss
Waverly Gardens of Memphis, LLC, and Kirby Oaks Integra, LLC's
Chapter 11 cases.

The U.S. Trustee said that the Debtors failed to file monthly
operating reports since December 31, 2009, until the present.  The
U.S. Trustee adds that without timely operating reports, he cannot
determine the exact amount of quarterly fees due, because this
amount is calculated based upon information contained in the
monthly operating reports.

As reported in the Troubled Company Reporter on October 17, 2008,
The U.S Trustee also sought for the dismissal of the Debtors'
case because of their failure to file: (i) schedules of assets and
liabilities; (ii) statement of financial affairs; (iii) attorney
fee disclosure statement; and (iv) list of equity security
holders.

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WHITNEY LAKE: Reorganization Case Dismissed
-------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
dismissed the Chapter 11 case of Whitney Lake, LLC.

The trustee filed a consolidated report of investigation and
motion to dismiss case.

Based in Johns Island, South Carolina, Whitney Lake, LLC --
http://www.whitneylake.com/-- is a townhouse subdivision
developer.  The Company filed for Chapter 11 relief on
September 18, 2008 (Bankr. D. S.C. Case No. 08-05729).  Kevin
Campbell, Esq., and Michael Conrady, Esq., at Campbell Law Firm,
P.A., represent the Debtor as counsel.  When the Company filed for
protection from its creditors, it listed total assets of
$22,807,654, and total debts of $21,197,259.


XERIUM TECHNOLOGIES: Proposes to Renew Insurance Programs
---------------------------------------------------------
Xerium Technologies Inc. and its units are required to maintain
the Workers' Compensation Program, which provides certain benefits
for their employees for claims arising from or related to their
employment with the Debtors.  The Workers' Compensation Program
covers claims asserted by employees of the Debtors based in the
United States.

Obligations relating to the Workers' Compensation Program arise
under a single Workers' Compensation Policy maintained by Xerium
with Pennsylvania Manufacturers' Association Insurance.  The
Debtors pay the premiums under the Workers' Compensation Policy,
and PMAI administers the Debtors' employees' claims for
reimbursement under the Workers' Compensation Program.

As of the Petition Date, there are five open Workers' Compensation
Claims, each of which is fully insured by PMAI and does not exceed
the coverage limits of the Workers' Compensation Policy, Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, relates.

The Workers' Compensation Policy provides coverage for a term of
one year, which typically begins in April.  At the commencement of
each term, Xerium pays an amount equal to two months of the annual
premium amount, followed by monthly payments in equal installments
for the remainder of the term.

The Workers' Compensation Obligations are paid by Xerium from a
central operating account that funds services shared by certain
Debtor and non-Debtor affiliates at JPMorgan Chase Bank, N.A.  The
Workers' Compensation Policy is subject to an annual "true-up"
whereby at the end of its term, an audit is performed to reconcile
the actual number of employees insured by the Debtors with the
estimated premium amounts assessed at the commencement of the
policy.  Pursuant to a true-up, Xerium would be entitled to
recover from PMAI if its premium payments were in excess of actual
audited amounts.  Xerium would have to pay additional amounts to
PMAI if the insurance policy estimates were too low.

On average, the Debtors pay approximately $769,118 to PMAI for a
one year insurance policy for the Workers' Compensation Program.

Subject to the true-up in July 2010 or August 2010 following the
end of the current policy in March 2010, the Debtors believe that
as of the Petition Date, there are no premiums, retention amounts,
deductibles or other prepetition amounts accrued and unpaid under
the Workers' Compensation Program.

The Debtors renewed the Workers' Compensation Policy for a three-
month term, which commences on April 1, 2010, and expires on
July 1, 2010.  The amount of the premium necessary for the three-
month renewal period of the Workers' Compensation Policy is
approximately $181,300, which was paid by the Debtors prior to the
Petition Date, Mr. Collins says.

In addition to the Workers' Compensation Program, the Debtors have
procured and negotiated various Liability and Property Insurance
Programs, which provide the Debtors with insurance coverage for
liabilities relating to, among other things, general liability,
property, excess liability, fiduciary, automobile, directors' and
officers' liability, and marine cargo liability.  The Debtors are
required to pay premiums under the Liability and Property
Insurance Programs based upon fixed rates established by the
applicable Insurance Carrier.

Xerium pays approximately $3.5 million in total premiums with
respect to the Liability and Property Insurance Programs on an
annual basis.  As of the Petition Date, there are no prepetition
amounts accrued and unpaid under any of the Liability and Property
Insurance Programs.

According to Mr. Collins, several of the Debtors' insurance
policies in connection with Liability and Property Insurance
Programs must be renewed on either April 1, 2010 or May 16,
2010.  The Debtors renewed an auto insurance policy and a general
liability insurance policy with PMAI for a three-month term, which
commences on April 1, 2010 and expires on July 1,
2010.

Mr. Collins says that the amount of the premiums necessary for the
three-month renewal period of the auto insurance policy and the
general liability insurance policy is approximately $22,279 and
$11,300, respectively, which was paid by the Debtors prior to the
Petition Date.  The aggregate amount of annual premiums necessary
to renew the remaining insurance policies that expired on April 1,
2010, is approximately $1,520,988.  The aggregate amount of annual
premiums necessary to renew the insurance policies that expire on
May 16, 2010, is approximately $789,668.

The Debtors employ insurance brokers, insurance consultants and
other third parties to assist them with the procurement,
placement, negotiation of their Insurance Programs and other
related services.  Each of the Insurance Service Providers is paid
a fee by the Debtors or a commission by the Insurance Carriers or
a combination of both.

Accordingly, there will be fees or commissions due to the
Insurance Service Providers associated with policy renewals, and
such fees and commissions will be paid as part of the premiums
associated with such renewals.  The Debtors pay approximately
$225,000 annually to Insurance Service Providers for insurance-
related services.  As of the Petition Date, the Debtors are not
aware of any other fees or commissions accrued and unpaid to the
Insurance Service Providers.

Accordingly, the Debtors sought and obtained the Court's authority
to (a) continue or renew the Insurance Programs on an
uninterrupted basis and (b) pay any undisputed prepetition
obligations under the Insurance Programs, including premiums,
deductibles, fees payable to Insurance Service Providers, any
true-up amounts, and other related fees and costs.

Judge Carey also modified the automatic stay to permit employees
with valid Workers' Compensation Claims to proceed in the
appropriate non-bankruptcy judicial or administrative forum.  The
Court further authorized all banks and other financial
institutions to receive, process, honor, and pay any and all
checks and drafts drawn, or electronic funds transferred.

                   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 to Pay Prepetition Shipping Charges
--------------------------------------------------------------
Prior to the Petition Date, Xerium Technologies Inc. and its units
used and made payments to domestic and foreign commercial common
carriers, movers, shippers, freight forwarders, consolidators,
delivery services, customs brokers, shipping auditing services,
deconsolidators, logistics management companies, and other third
party service providers to ship, transport, import, facilitate the
movement of goods through customs, and deliver goods, as well as a
network of third party warehouses to store goods .

The Debtors rely heavily on their Shippers and Warehousemen to
obtain essential raw materials, parts, machinery, and equipment,
and to transport and store certain finished goods.  In connection
with the importation of Goods, the Debtors engage certain
Shippers to take all actions necessary to obtain possession of
imported Goods, including making payments on the Debtors' behalf
of customs duties, import-related taxes, and other incidental
import expenses to the U,S, Customs and Border Protection Agency
and to non-U,S customs authorities.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, there are countless shipments en
route to and from the Debtors' various facilities and myriad Goods
in storage at third party warehouses.  Consequently, certain
Shippers and Warehousemen currently are in possession of Goods
that are vital to the Debtors' operations,

In light of the Prepetition Date, certain Shippers and
Warehousemen may refuse to release Goods in their possession
pending receipt of payment for their prepetition services.  Under
some state laws, a Shipper or Warehouseman may have a lien on the
respective Goods in its possession, which secures the charges or
expenses incurred in correction with the transportation or storage
of such Goods.  Additionally, the Shippers and Warehousemen may
assert that they are holders of possessory liens entitled to
adequate protection pursuant to Section 363(e) of the Bankruptcy
Code.

The Debtors estimate that, as of the Petition Date, approximately
$323,000 in Shipping and Warehouse Charges remain outstanding to
Shippers and Warehousemen in possession of Goods having a value of
approximately $2,000,000.  Of the total amount of Shipping and
Warehouse Charges outstanding as of the Petition Date, $313,000
will be due and payable during the first 21 days following the
Petition Date.

Mr. Collins says the Debtors rely on timely shipments to prevent
interruptions in their business operations.  Because the Debtors
manufacture highly specialized products as and when ordered by
customers, and thus, maintain few inventory reserves, even one
delayed shipment of raw materials could impede the Debtors'
ability to respond to customer needs in a timely fashion.

Against this backdrop, the Debtors seek authority to pay
outstanding prepetition Shipping and Warehouse Charges that the
Debtors determine, in the exercise of their business judgment, are
necessary or appropriate.

                   Mechanics Lien Charges

The Debtors also transact business with other third parties, which
provide repair, maintenance, and related services to, among other
things, repair certain machinery and equipment used in their
manufacturing operations.  Where an entity has performed the
Services, applicable state laws may grant the Mechanic a lien
against the real or personal property of the Debtors that was the
subject of the Services.

At any given time, there are Mechanics that may assert liens
against the Debtors' property or otherwise refuse to release the
property that is vital to the Debtors' business operations.
Additionally, in connection with their service and repair of
customers' roll covers, the Debtors frequently subcontract with
Mechanics who perform certain specialty repair work.

The Debtors estimate that the Mechanics Lien Charges outstanding
as of the Commencement Date aggregate approximately $1,816,000.
Of this amount, approximately $1,175,000 will be due and payable
during the 21 days following the Petition Date

In this regard, the Debtors seek authority to pay Mechanics Lien
Charges in an aggregate amount not to exceed $2,156,000. Pending
the Court's entry of the Final Order, the Debtors seek to pay
Mechanics Lien Charges in an aggregate amount not to exceed the
Mechanics Lien Charges Interim Amount.

                   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: Wins Nod to Continue Customer Programs
-----------------------------------------------------------
Xerium Technologies Inc. and its units sought and obtained the
Court's authority to (i) continue to implement customer programs
and policies designed to ensure customer satisfaction, promote
customer loyalty, create goodwill for the Debtors and their
products and services, and respond to competitive pressures,
(ii) honor prepetition obligations with respect to the Customer
Programs, and (iii) honor prepetition customer billing practices.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that in the ordinary course of
business and as is customary in their industry, the Debtors
engaged in certain activities to foster and maintain a positive
reputation and relationship with their customers.  The Customer
Programs are vital to the Debtors' efforts to reorganize and
revitalize their businesses, and ultimately, to maximize value for
the Debtors' stakeholders.

In order to preserve invaluable customer relationships, it is
imperative that the Debtors assure customers of their ability to
continue the Customer Programs and honor their prepetition
obligations, Mr. Collins says.

As part of their Customer Programs, and to cultivate customer
relationships and protect their reputation for manufacturing high-
quality products, the Debtors offer a number of warranties on
their products.  The specific terms and conditions of these
warranties vary depending on the type of product sold, the country
in which the product is sold, and the arrangements with the
customer.

Generally, the Debtors warranty their products up to the invoiced
amount.  The Debtors also may perform on-site inspections or
servicing of products purchased by their customers, or pay the
shipping charges for returned products.  As part of honoring their
warranties, the Debtors provide refunds or credits for returns and
allowances for products sold.  The Debtors also may provide
similar accommodations with respect to products not otherwise
covered under a warranty in circumstances where accommodations are
common practice in the industry or where the Debtors believe in
their business judgment that those accommodations are otherwise
appropriate.

On a quarterly basis, the Debtors estimate the costs that may be
incurred under their warranties and record a liability for those
costs.  The Debtors estimate that the cost of honoring warranties
under all of their warranty programs during the three months
following the Petition Date is approximately $803,220.

Continuing the warranty programs is critical to maintaining the
Debtors' reputation for manufacturing reliable, high-quality
products and reserving the Debtors' customer relationships.  If
the Debtors are not authorized to honor their warranties to
customers, the Debtors' customer relationships would suffer,
threatening the Debtors' business operations and the success of
the Chapter 11 cases.  Absent assurance that the Debtors will
continue to honor their warranties, existing customers may decline
to continue doing business with the Debtors and the Debtors'
ability to attract new customers would be seriously compromised.

                       Billing Practices

Mr. Collins adds that in the ordinary course of their business
operations, the Debtors routinely correct billing errors by
crediting customers' accounts with the amount of any overpayment
or by reimbursing customers for that amount.  The Debtors need to
maintain normal billing procedures and preserve their essential
customer relationships during the pendency of the Chapter 11
cases.

The Billing Procedures are practices that an integral part of the
Debtors' Customer Programs and ordinary course business
operations, and accordingly, are equally critical to maintaining
strong customer relationships during the pendency of the Chapter
11 cases.  The Debtors estimate that, as of the Commencement Date,
the amount of potential billing error-related refunds and credits
that may be honored is approximately $20,000, and thus, is de
minimis, Mr. Collins notes.

                   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)


* Two Defaults Last Week Raise S&P Global Tally to 31
-----------------------------------------------------
Two global corporate issuers defaulted last week, bringing the
2010 year-to-date tally of global corporate defaults to 31, said
an article published y Standard & Poor's titled "Global Corporate
Default Update (April 16 - April 22, 2010) (Premium)."

"By region, the current year-to-date default tallies are 22 in the
U.S., two in Europe, two in the emerging markets, and five in the
Other Developed region," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research Group. (The Other Developed
region comprises Australia, Canada, Japan, and New Zealand.)

So far this year, Chapter 11 filings and distressed exchanges have
accounted for 10 defaults each, missed interest or principal
payments were responsible for six, regulatory directives and
receiverships accounted for one each, and the remaining three
defaulted issuers are confidential.

Of the global corporate defaulters in 2010, 38% of issues with
available recovery ratings had recovery ratings of '6' (indicating
S&Ps expectation for negligible recovery of 0%-10%), 12% of the
issues had recovery ratings of '5' (modest recovery prospects of
10%-30%), 12% had recovery ratings of '4' (average recovery
prospects of 30%-50%), and 19% had recovery ratings of '3'
(meaningful recovery prospects of 50%-70%).  And for the remaining
two rating categories, 15% of the issues had recovery ratings of
'2' (substantial recovery prospects of 70%-90%), and 4% of issues
had recovery ratings of '1' (very high recovery prospects of 90%-
100%).  For more details on recovery, see "Bank Loan Ratings
(BLRs) And Recovery Ratings (Comprehensive List),"
published April 13, 2010.

Ultimate recovery rates displayed considerable cyclicality in
2009, in sync with the ebb and flow of liquidity.  A particular
instrument's position in the capital structure, its security and
collateral, company-specific issues, and economic and credit
market conditions are the main factors that influence a recovery
rate. Preliminary data for 2009 suggest that the shock to
liquidity from events such as the Lehman Brothers' bankruptcy in
the fall of 2008 severely affected exit valuations of defaulted
securities as well as the values of nondefaulted securities.
Recoveries, which had experienced a golden age of extremely high
rates during 2003-2007, dropped precipitously in 2009,
in line with our expectations. (For more details, see "U.S.
Recovery Study: Beguilingly High 2007 Performance Overstates
Recovery Prospects," published Dec. 4, 2007.)  By early 2009,
recovery rates dropped to 39% for loans and revolving credit
facilities and 34% for bonds (on a mean discounted basis in the
first four months) from 74% and 51%, respectively, for all of
2008.  The rebound in capital market sentiment boosted recovery
rates later in the year, and by July 2009, recovery rates began to
increase from these troughs.  For more information, see "U.S.
Recovery Study: Increased Defaults And Low Liquidity Depressed
Recovery Rates In Early 2009 (Premium)," published Feb. 24, 2010.

S&P's year-end 2010 baseline projection for the U.S. corporate
speculative-grade default rate is now 5.0%, with alternative
scenarios of 6.9% at the pessimistic end and 4.3% at the
optimistic.  The baseline is lower than the 6.9% projection we
forecasted for the third quarter of 2010.  This does not
mean that corporate default risks are permanently lower.  S&P
notes that the ranks of surviving low-rated companies remain large
by historical standards.

The extent of decline in risk premiums for lower-rated borrowers
and the return of what we view as questionable practices in some
recent deals--such as raising bond funds to pay out shareholder
dividends or sponsors--further raise concerns that the optimism
might be overdone. Without a revival in top-line earnings and
growth, many of the surviving leveraged issuers originated during
2003-2007 could face renewed default risk beyond the forecast
horizon unless they significantly reduce their debt burdens


* Fannie & Freddie Funding to Cost Taxpayers $85 Billion
--------------------------------------------------------
The New York Post reports that U.S. Treasury Secretary Timothy F.
Geithner said -- in a letter Friday to the Democratic and
Republican leaders in the Senate and House of Representatives --
the Troubled Asset Relief Program will lose about $117 billion,
and funding related to Fannie Mae and Freddie Mac will cost
taxpayers another $85 billion.  The Post says Mr. Geithner also
wrote that the government bailouts, including funds for Citigroup
Inc. and American International Group Inc., will cost taxpayers
about $87 billion.

Mr. Geithner also wrote that the government expects to make about
$115 billion on Federal Reserve programs, including the purchase
of mortgage-backed securities.  The Post says that, according to
the letter, the Treasury a year ago estimated that bailout costs
could reach $500 billion.

Congress authorized $700 billion for TARP in October 2008 to
prevent a collapse of the U.S. financial system.


* Fitch Gives Assessment and Outlook on I.T. Distributors
---------------------------------------------------------
Fitch Ratings released a report detailing its outlook for the I.T.
Distributors.  In the report, Fitch examines industry operating
performance, credit and liquidity, key industry trends and
developments, individual credit and financial profiles, corporate
governance and covenants.  Fitch also provides quarterly and
historical financial data.

Fitch's outlook for IT distributors in 2010 is stable, underpinned
by a more optimistic view on industry operating profiles, offset
by expectations of moderate deterioration in liquidity and credit
profiles as well as heightened event risk, particularly for
acquisitions.

The companies profiled are:

  -- Anixter Inc./Anixter International Inc.: 'BB+'; Outlook
     Stable;

  -- Arrow Electronics, Inc.: 'BBB-'; Outlook Stable;

  -- Avnet, Inc.: 'BBB-'; Outlook Stable;

  -- Ingram Micro Inc.: 'BBB-'; Outlook Stable;

  -- Tech Data Corporation: 'BB+'; Outlook Stable.

Fitch expects the IT distributors to experience modest sales
growth in 2010, as corporate IT demand improves, driven by a more
stable economic backdrop and growth in emerging markets.  Positive
operating leverage and abatement of cyclical gross margin pressure
will result in improved operating profitability.

After generating significant cash from working capital reduction,
reducing short-term debt and limiting acquisitions and share
buybacks, the distributors' credit profiles are currently very
strong.  Fitch expects some deterioration in 2010, as M&A resumes
and cash generation declines.  A degree of credit deterioration
from current levels is incorporated into ratings.


* Makers of Designer Denim Brands in Financial Distress
-------------------------------------------------------
According to Jacqueline Palank at Dow Jones' Daily Bankruptcy
Review, experts say the explosion of designer denim brands is
facing its day of reckoning.  Ms. Palank relates a few makers of
name-brand jeans are experiencing financial distress, and experts
expect more to hit rough patches over the next year.

As reported by the Troubled Company Reporter, Rock & Republic
filed for Chapter 11 bankruptcy protection on April 1, 2010
(Bankr. S.D.N.Y. Case No. 10-11728).  Dow Jones says the Company
sought bankruptcy protection when it didn't have the funds to pay
a loan coming due.

Rock & Republic listed $50,000,000 to $100,000,000 in assets and
$10,000,000 to $50,000,000 in liabilities.  The Company's
affiliate, Triple R, Inc., filed a separate Chapter 11 petition on
April 1, 2010 (Case No. 10-11729).

Dow Jones also notes Miss Sixty, whose British unit went through
the U.K. equivalent of bankruptcy, last week announced it would
shutter half its 20 U.S. stores.

"How many $250 pair jeans is the consumer going to buy? It's only
a given number." said Scott Avila, a managing partner director at
turnaround firm CRG Partners, in an interview Friday, according to
Dow Jones.  "The demand didn't grow with the amount of supply on
the market."

Dow Jones also relates Eric Tracy, a senior vice president
specializing in consumer research at FBR Capital Markets & Co.,
predicts now that designer denim's period of "hyper growth" has
come to an end, weaker brands may be snapped up by competitors or
will simply fade away.  "Some of these smaller, less relevant
brands will die or will go away," Mr. Tracy said Friday.

"You'll see the premium denim category pricing start to come down
a bit," Dow Jones further quotes Mr. Tracy as saying.


* Crowell & Moring Gains Financial Institutions Regulatory Partner
------------------------------------------------------------------
Crowell & Moring LLP is pleased to disclosed the addition of
partner Mark A. Egert to the firm's New York office.  Egert will
draw upon 15 years of in-house counsel experience to spearhead the
firm's regulatory and compliance practice serving broker-dealers,
banks, asset management firms, and a variety of alternative
investment clients.  Egert, who joins from his role as Managing
Director & Chief Compliance Officer of Cowen Group, Inc., is also
the former Vice President & Associate General Counsel of the
Securities Industry and Financial Markets Association (SIFMA) and
Executive Director & Chief Legal Officer for the Wholesale North
America Region of ABN AMRO Bank, N.V.

Egert will be a partner in the firm's Corporate and Financial
Services groups, leading the firm's financial institutions
regulatory area, as well as a member of the firm's White Collar &
Regulatory Enforcement Group.  His significant experience managing
regulatory risk, advising on complex legal issues, structuring
transactions and creating and implementing sophisticated
compliance programs will help Crowell & Moring's financial
services clients navigate the changing regulatory climate.

"Mark brings incredible in-house counsel and industry experience
to Crowell & Moring's financial services clients, who are faced
with complex regulatory, trading and market issues.  They're
looking for a problem solver, for the kind of practical advisor
who can tell them what's coming next and how best to manage it.
They get that at the highest level with Mark," said James R.
Stuart, chair of Crowell & Moring's Corporate Group.

Through his involvement with SIFMA and other industry groups,
Egert has been at the forefront of many cutting-edge issues,
commenting on and helping to shape rule proposals and advocating
policy initiatives with regulatory authorities and legislative
officials. With the government's continued focus on financial
regulatory reform, Egert is well positioned to provide timely and
insightful guidance to a broad range of financial institutions. He
has worked with investment banks, securities firms, hedge funds,
registered and unregistered investment companies, asset managers,
investment advisors and other alternative investment managers, and
appeared before the SEC, FINRA, other self-regulatory
organizations and state securities authorities.

At Crowell & Moring, Egert will offer regulatory counsel to U.S.
and foreign-based financial institutions on various matters,
including advising on transactions, drafting and implementing
policies and written supervisory procedures regarding, among other
areas, insider trading, information barriers and conflicts of
interest, research independence, anti-money laundering,
surveillance and detecting and preventing fraud, and improving and
auditing internal controls and compliance programs. Additionally,
he will assist clients on CEO certifications and annual reviews,
regulatory inquiries and investigations, and defending enforcement
actions.

According to Egert, "I am extremely excited to join Crowell &
Moring because of the entrepreneurial nature of building a
regulatory practice.  The firm's Corporate, Financial Services and
White Collar & Regulatory Enforcement groups offer an impressive
platform.  I look forward to bringing to bear my capital markets
and in-house experience in senior legal and compliance positions
to help clients seamlessly complete their transactions,
effectively manage regulatory risk, enhance their internal
controls and address and resolve their regulatory concerns."

Before joining SIFMA, Egert began his legal career in private
practice. He joined ABN AMRO in 1997 before being named Chief
Legal Officer in 2001, became Legal & Compliance Director at RBC
Capital Markets in 2003 and was appointed as Chief Compliance
Officer at Cowen in 2005.  Egert earned his J.D., cum laude, from
George Washington University Law School, where he served as Notes
Editor for the George Washington University Law Review. He
received a B.A. degree, magna cum laude, from the University of
Delaware, where he was invited into Phi Beta Kappa.

Crowell & Moring's Corporate Group has recently been ranked by
Chambers USA and other leading national and international
directories for its transactional and complex agreement work.  In
recent years, the Group has been ranked among the top 16 law firms
in the United States for corporate transactions in the BTI
Consulting Group's "Masters of the Deal" report.  The firm's
Financial Services Group offers an extensive scope of services in
a variety of areas, including commercial lending, structured
finance, real estate finance, bankruptcy and creditors' rights,
and financial institutions litigation.

                     About Crowell & Moring

Crowell & Moring LLP is an international law firm with more than
500 lawyers representing clients in litigation and arbitration,
regulatory, and transactional matters.  The firm is
internationally recognized for its representation of Fortune 500
companies in high-stakes litigation, as well as its ongoing
commitment to pro bono service and diversity.  The firm has
offices in Washington, DC, New York, Los Angeles, San Francisco,
Orange County, Anchorage, London, and Brussels.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                                         Total
                                              Total     Share-
                                   Total    Working   Holders'
                                  Assets    Capital     Equity
  Company          Ticker          ($MM)      ($MM)      ($MM)
  -------          ------         ------    -------   --------
AUTOZONE INC        AZO US        5,425.0     (100.6)    (421.7)
SOUTHGOBI ENERGY    1878 HK         560.7      388.8       (2.8)
DUN & BRADSTREET    DNB US        1,749.4      (99.5)    (734.0)
MEAD JOHNSON        MJN US        2,070.3      235.9     (664.3)
NAVISTAR INTL       NAV US        9,126.0    1,277.0   (1,622.0)
INTERMUNE INC       ITMN US         114.7       59.5     (105.8)
BOARDWALK REAL E    BEI-U CN      2,378.3        -        (45.0)
BOARDWALK REAL E    BOWFF US      2,378.3        -        (45.0)
TAUBMAN CENTERS     TCO US        2,606.9        -       (474.7)
CHOICE HOTELS       CHH US          340.0       (3.9)    (114.2)
UNISYS CORP         UIS US        2,956.9      308.6   (1,271.7)
LINEAR TECH CORP    LLTC US       1,615.8      742.7      (50.7)
DEX ONE CORP        DEXO US       4,498.8     (402.9)  (6,919.0)
WR GRACE & CO       GRA US        3,968.2    1,134.0     (290.5)
WEIGHT WATCHERS     WTW US        1,087.5     (336.1)    (733.3)
MOODY'S CORP        MCO US        2,003.3     (223.1)    (596.1)
SUN COMMUNITIES     SUI US        1,181.4        -       (111.3)
PETROALGAE INC      PALG US           7.1       (9.8)     (43.8)
CABLEVISION SYS     CVC US        9,325.7      (14.9)  (5,143.3)
IPCS INC            IPCS US         559.2       72.1      (33.0)
UAL CORP            UAUA US      18,684.0   (1,368.0)  (2,811.0)
DISH NETWORK-A      DISH US       8,295.3      188.7   (2,091.7)
HEALTHSOUTH CORP    HLS US        1,681.5       34.8     (510.2)
METALS USA HOLDI    MUSA US         627.8      279.1      (43.7)
NATIONAL CINEMED    NCMI US         628.2       92.8     (493.1)
CHENIERE ENERGY     CQP US        1,859.5       37.3     (480.3)
REGAL ENTERTAI-A    RGC US        2,637.7       32.4     (246.9)
TEAM HEALTH HOLD    TMH US          940.9       17.4      (92.3)
VECTOR GROUP LTD    VGR US          735.5      240.2       (4.7)
TALBOTS INC         TLB US          825.8     (261.9)    (185.6)
REVLON INC-A        REV US          794.2       94.3   (1,033.6)
THERAVANCE          THRX US         181.4      123.1     (189.0)
SOUTHGOBI ENERGY    SGQ CN          560.7      388.8       (2.8)
VENOCO INC          VQ US           739.5      (20.6)    (174.5)
DOMINO'S PIZZA      DPZ US          453.8       59.2   (1,321.0)
EPICEPT CORP        EPCT SS           7.5       (6.5)      (9.1)
ARVINMERITOR INC    ARM US        2,499.0       98.0   (1,112.0)
INCYTE CORP         INCY US         712.4      523.2     (102.4)
LIBBEY INC          LBY US          794.8      139.9      (66.9)
JUST ENERGY INCO    JE-U CN       1,387.1     (387.0)    (356.5)
KNOLOGY INC         KNOL US         646.9       26.2      (33.9)
FORD MOTOR CO       F US        197,890.0   (8,112.0)  (6,515.0)
CARDTRONICS INC     CATM US         460.4      (47.3)      (1.3)
GRAHAM PACKAGING    GRM US        2,126.3      167.2     (763.1)
PROTECTION ONE      PONE US         571.9      (18.4)     (59.1)
WORLD COLOR PRES    WC CN         2,641.5      479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US      2,641.5      479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN       2,641.5      479.2   (1,735.9)
AMER AXLE & MFG     AXL US        1,986.8       71.1     (559.9)
AFC ENTERPRISES     AFCE US         116.6       (2.7)     (18.2)
DEXCOM              DXCM US          46.9       18.1      (18.4)
BLOUNT INTL         BLT US          483.6      149.5       (6.7)
UNITED RENTALS      URI US        3,859.0      244.0      (19.0)
JAZZ PHARMACEUTI    JAZZ US         107.4      (22.3)     (72.8)
EXTENDICARE REAL    EXE-U CN      1,668.1      122.8      (50.9)
FORD MOTOR CO       F BB        197,890.0   (8,112.0)  (6,515.0)
BLUEKNIGHT ENERG    BKEP US         310.7      (10.8)    (142.2)
CENVEO INC          CVO US        1,525.8      162.5     (176.5)
SALLY BEAUTY HOL    SBH US        1,529.7      360.6     (580.2)
AMR CORP            AMR US       25,438.0   (1,086.0)  (3,489.0)
COMMERCIAL VEHIC    CVGI US         250.5       75.8      (37.8)
GREAT ATLA & PAC    GAP US        3,025.4      248.7     (358.5)
CENTENNIAL COMM     CYCL US       1,480.9      (52.1)    (925.9)
LIN TV CORP-CL A    TVL US          790.5       20.4     (169.2)
QUALITY DISTRIBU    QLTY US         279.6       19.0     (138.9)
WARNER MUSIC GRO    WMG US        3,934.0     (599.0)     (97.0)
ACCO BRANDS CORP    ABD US        1,106.8      238.2     (117.2)
EASTMAN KODAK       EK US         7,691.0    1,407.0      (33.0)
SANDRIDGE ENERGY    SD US         2,780.3       30.4     (195.9)
US AIRWAYS GROUP    LCC US        7,454.0     (458.0)    (355.0)
LODGENET INTERAC    LNET US         508.4       (4.9)     (71.0)
RURAL/METRO CORP    RURL US         275.4       35.2     (105.3)
SINCLAIR BROAD-A    SBGI US       1,597.7       23.1     (202.2)
MANNKIND CORP       MNKD US         247.4        8.8      (59.2)
NEXSTAR BROADC-A    NXST US         619.8       36.9     (176.3)
ZYMOGENETICS INC    ZGEN US         319.3      110.1       (4.0)
PDL BIOPHARMA IN    PDLI US         338.4       22.3     (416.0)
NPS PHARM INC       NPSP US         159.6       71.3     (222.8)
EXELIXIS INC        EXEL US         343.4       22.9     (163.7)
CALLON PETROLEUM    CPE US          228.0      (39.9)     (80.9)
PALM INC            PALM US       1,007.2      141.7       (6.2)
GENCORP INC         GY US         1,018.7      114.6     (268.0)
VIRNETX HOLDING     VHC US            2.2       (2.5)      (2.4)
HOVNANIAN ENT-A     HOV US        2,100.2    1,222.4     (110.7)
QWEST COMMUNICAT    Q US         20,380.0     (483.0)  (1,178.0)
VIRGIN MOBILE-A     VM US           307.4     (138.3)    (244.2)
CHENIERE ENERGY     LNG US        2,732.6      220.1     (432.1)
CUMULUS MEDIA-A     CMLS US         334.1       (3.5)    (372.5)
CYTORI THERAPEUT    CYTX US          24.7        9.9       (3.7)
IDENIX PHARM        IDIX US          76.7       33.2       (5.5)
CC MEDIA-A          CCMO US      18,047.1    2,114.7   (6,844.7)
CONEXANT SYS        CNXT US         273.7       65.8      (66.7)
MAGUIRE PROPERTI    MPG US        3,667.7        -       (857.0)
ARIAD PHARM         ARIA US          65.0        8.2      (89.0)
SEALY CORP          ZZ US         1,011.9      173.1      (92.3)
DENNY'S CORP        DENN US         312.6      (33.8)    (127.5)
WAVE SYSTEMS-A      WAVX US           6.3       (2.0)      (1.9)
DYAX CORP           DYAX US          64.8       34.1      (38.6)
ENERGY COMPOSITE    ENCC US           -         (0.0)      (0.0)
NEWCASTLE INVT C    NCT US        3,514.6        -     (1,640.7)
PRIMEDIA INC        PRM US          239.7       (3.3)    (102.2)
GLG PARTNERS-UTS    GLG/U US        500.8      167.4     (283.6)
MAGMA DESIGN AUT    LAVA US         123.3       (3.4)      (7.2)
MONEYGRAM INTERN    MGI US        5,929.7     (174.2)     (18.7)
GLG PARTNERS INC    GLG US          500.8      167.4     (283.6)
CINCINNATI BELL     CBB US        2,064.3       (2.8)    (654.6)
ALEXZA PHARMACEU    ALXA US          46.2       (3.8)      (7.1)
ARRAY BIOPHARMA     ARRY US         147.0       25.6      (97.6)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***