TCR_Public/100428.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 28, 2010, Vol. 14, No. 116

                            Headlines

ACCREDITED HOME: Has Short Exclusivity Extension
ADVANCE AUTO: Moody's Assigns 'Ba1' Rating on $300 Mil. Notes
ADVANCE AUTO: S&P Raises Corporate Credit Rating From 'BB+'
AGRIZAP INC: Case Summary & 17 Largest Unsecured Creditors
ALLIED SECURITY: Friedman LLP Raises Going Concern Doubt

AMCORE FINANCIAL: Fitch Downgrades Issuer Default Rating to 'D'
AMERICAN MORTGAGE: Files For Chapter 11 in Manhattan
AMERICAN TIRE: S&P Puts 'B' Rating on CreditWatch Developing
AMERIGROW RECYCLING: Plan Outline Hearing Scheduled for May 13
AMR CORP: Annual Stockholders' Meeting Set for May 19

AMR CORP: Net Loss Widens to $505 Million for March 31 Quarter
AMR CORP: Cancels Inaugural Flight to Beijing
AMTRUST FINANCIAL: FDIC Wants to Recoup $500 Million
AUDUBON GROVE: Case Summary & 17 Largest Unsecured Creditors
BANKUNITED FINANCIAL: Seeks to Recover $400 Million from FDIC

BETTER BEDDING: Sale Hearing Scheduled for Thurs., Apr. 29
BLOCKBUSTER INC: Four Officers Disclose Ownership of Shares
BLUEKNIGHT ENERGY: Solus Funds Hold 6.90% of Common Stock
BRENT NICHOLSON: Case Summary & 20 Largest Unsecured Creditors
CABERNET HOLDINGS: Files for Bankruptcy to Stop Foreclosure

CARBURTON PROPERTIES: Case Dismissed for "Bad Faith" Filing
CARL STROMBERG: Voluntary Chapter 11 Case Summary
CATALYST PAPER: Settles Tax Dispute with Powell River
CATALYST PAPER: Annual Shareholders' Meeting Today
CELEBRITY RESORTS: Files List of 20 Largest Unsecured Creditors

CENTAUR LLC: U.S. Trustee Forms 5-Member Creditors Committee
CF INDUSTRIES: Moody's Gives Stable Outlook; Affirms 'Ba3' Rating
CHAPMAN TRANSPORT: Selling Personal Property for $175,000
CHENIERE ENERGY: BlackRock Hikes Equity Stake to 11.19%
CHENIERE ENERGY: Compensation Panel OKs 2010 Goals & Bonus Plan

CHENIERE ENERGY: Deal to Sell Freeport Stake Has Non-Shop Clause
CHINA RUNJI: Earns $84,918 in Q2 Ended February 28
CHINA VOIP: December 31 Balance Sheet Upside-Down by $3.6 Million
CIMAREX ENERGY: S&P Affirms Corporate Credit Rating at 'BB'
CINEMARK INC: Moody's Affirms 'B1' Corporate Family Rating

CIT GROUP: Posts Profit in First Post-Bankruptcy Quarter
COACHMEN INDUSTRIES: Urges Shareholders to Reject GAMCO Nominees
COACHMEN INDUSTRIES: Says Sales Up 90% to $21.5MM in Q1
COLTS RUN: Case Summary & 20 Largest Unsecured Creditors
CONTINENTAL AIRLINES: PBGC Claim Adds Wrinkle to Merger Talks

CSA ESCROW: Moody's Assigns 'B1' Corporate Family Rating
DANIEL JIMENEZ: Case Summary & 20 Largest Unsecured Creditors
DANNY'S SAN TAN: Files Schedules of Assets and Liabilities
DARIO VIVAN: Case Summary & 20 Largest Unsecured Creditors
DENNY'S CORP: Dissident Group Refutes "Good" Franchisee Relations

DISBROW CORPORATION: Voluntary Chapter 11 Case Summary
DOYLE HEATON: Plan Provides for 26% Recovery for Unsecureds
DUANE READE: Closes Walgreens Deal & Terminates Credit Pact
ELITE LANDINGS: Plan Proposes Liquidation of Sun Country Air
EXIDE TECHNOLOGIES: Claims Objection Deadline on April 30

EXIDE TECHNOLOGIES: Files 4TH Quarter 2009 Summary Report
FASTECH SERVICES: SARS Unit Files Voluntary Ch. 11 Petition
FASTECH SERVICES: Case Summary & 20 Largest Unsecured Creditors
FIRSTGOLD CORP: Secured Creditors to Move Quick with Foreclosure
FONTAINEBLEAU LV: $200 Million in Claims Change Hands in 5 Months

FONTAINEBLEAU LV: Moelis & Fulbright Fees Approved
FORD MOTOR: Posts $2.1-Bil. First Quarter 2010 Net Income
GEMCRAFT HOMES: DIP Loans & Cash Collateral Use Have Court Nod
GENERAL GROWTH: Delays Hearing on Investor Choice
GENERAL GROWTH: Akin Gump Bills $2.7 Million for Sept.-Jan. Work

GENERAL GROWTH: Appoints Sheli Rosenberg as Board Member
GENTA INC: Amends Note Conversion Agreement with Investors
GLOBAL ENERGY: Court Denies Transfer of Case to Georgia
GLOBAL ENERGY: Final Sale Hearing Set for April 27
GPX INTERNATIONAL: Settles $12M Claim With Sterling Investment

GRANT FOREST: U.S. Court OKs Sale of Plants to Georgia-Pacific
GREATER ATLANTIC: Director John Barline Owns 30,629 Shares
GREEKTOWN HOLDINGS: Panel Reiterates Request to Pursue Lawsuits
GREEKTOWN HOLDINGS: Plan Proponents Oppose Some of Foley Fees
GREEKTOWN HOLDINGS: Proposes PGH & H.A.V.G. as Consultants

GREEKTOWN HOLDINGS: Tribe Wants Decision on PC Sharing Pact
GUNNALLEN FINANCIAL: Closes Down, Files Chapter 11
HARRISBURG, PENNSYLVANIA: Council Told to Consider Bankruptcy
HOSSEIN SADEGHI: Case Summary & 15 Largest Unsecured Creditors
HUDSON'S FURNITURE: Files Schedules of Assets and Liabilities

HUDSON'S FURNITURE: Gets Interim Okay to Use Cash Collateral
INDIANA MICHIGAN: Fitch Affirms 'BB+' Preferred Stock Rating
INFOLOGIX INC: Seeks Nasdaq Hearing on Delisting
INTEGRA TELECOM: S&P Raises Corporate Credit Rating to 'B-'
JAPAN AIRLINES: Aid Must Not Distort Competition, Says IATA

JAPAN AIRLINES: Chairman Inamori Determined to Revitalize JAL
JAPAN AIRLINES: Extends Codeshare With Jetstar, British Airways
JAYEL CORP: Court Sets May 12 Hearing on Cash Collateral Use
JEFFERSON ESTATES: Case Summary & 11 Largest Unsecured Creditors
KEVIN DONOFRIO: Case Summary & 20 Largest Unsecured Creditors

KLCG PROPERTY: Sale of Assets to Dougherty Formally Approved
LANDCOR LLC: Voluntary Chapter 11 Case Summary
LAS VEGAS MONORAIL: Court Rejects Bid to Dismiss Ch. 11 Case
LEHMAN BROTHERS: Wants to Modify Culver Studios Deal
LEHMAN BROTHERS: Ernst & Young Added as Defendant to Fraud Lawsuit

LEHMAN BROTHERS: Begins $11 Billion Trial Against Barclays
LENNAR CORP: Fitch Assigns 'BB+' Rating on $250 Mil. Notes
LENNAR CORP: Moody's Assigns 'B3' Ratings on Senior Notes
LKQ CORP: S&P Raises Corporate Credit Rating to 'BB'
LODGENET INTERACTIVE: Posts $2.5 Million Net Loss for Q1

LUTHER CLECKLER: Case Summary & 14 Largest Unsecured Creditors
MAGIC BRANDS: Organizational Meeting to Form Panel on May 3
METALS USA: Director Larry Powers Discloses Zero Equity Stake
LEVI STRAUSS: Feb. 28 Balance Sheet Upside-Down by $265.4 Million
MARSHALL ASMAR: Case Summary & 20 Largest Unsecured Creditors

MILES ROAD: Court Denies Request to Obtain DIP Financing
MILES ROAD: Files List of Eight Largest Unsecured Creditors
MISS SIXTY: To Close 10 of Remaining 20 Stores in the U.S.
MT. ZION: Case Summary & 20 Largest Unsecured Creditors
NEENAH PAPER: Moody's Upgrades Corporate Family Rating to 'Ba3'

NEW BERN: Gets Court's Nod to Use Cash Collateral
NEXSTAR BROADCASTING: BofA, et al., Extend Maturity of Loans
NEXT INC: Posts Net Loss of $84,149 in Q1 Ended Feb. 28
NPS PHARMACEUTICALS: Raises $53.3 Million in Shares Sale
ODYSSEY PETROLEUM: Mississippi Unit Files for Chapter 11

O'LANCER INC: Voluntary Chapter 11 Case Summary
ONE COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'B-'
PACIFIC ETHANOL: Plan Set for June 8 Confirmation
PAETEC HOLDING: Annual Stockholders' Meeting Set for May 27
PALM INC: Can Survive as Independent Company, Chief Executive Says

PATRIOT COAL: Moody's Assigns 'B3' Rating on $250 Mil. Notes
PATRIOT COAL: S&P Assigns Corporate Credit Rating at 'B+'
PLAINFIELD APARTMENTS: Judge Converts Case to Chapter 7 Proceeding
PROTECTION ONE: To Be Acquired by GTCR in $828 Million Deal
PHILADELPHIA NEWSPAPERS: Auction Delayed; Job Cuts if Lenders Win

RECTICEL INTERIORS: Moving Towards Emergence from Chapter 11
REGENT COMMUNICATIONS: Completes Reorganization Plan
RIVIERA HOLDINGS: Board Approves Amendment to Bylaws
RJ YORK: Case Summary & 17 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Founder's Cars & Watercrafts Up for Auction

SAINT VINCENTS: Hires Epiq Bankruptcy as Claims Agent
SAINT VINCENTS: Proposes to Honor Prepetition Medicaid Agreements
SAINT VINCENTS: Proposes to Honor Prepetition Resident Obligations
SAINT VINCENTS: U.S. Trustee Names Consumer Privacy Ombudsman
SAINT VINCENTS: Hospital Closure Plan Gets Interim Approval

SAINT VINCENTS: U.S. Trustee Names Nine to Creditors Committee
SEAGATE TECHNOLOGY: S&P Puts 'BB-' Rating on CreditWatch Positive
SENSATA TECHNOLOGIES: Posts $27.6MM Net Income for March 31 Qtr
SHEP-LAND LLC: Voluntary Chapter 11 Case Summary
SMURFIT-STONE: Has OK to Enter Into ABL Revolving Facility

SMURFIT-STONE: Proposes to Sell Coshocton Mill Energy Credits
SMURFIT-STONE: Removal Period Extended Until August 19
SONIX MEDICAL: RadNet Acquires Firm's Three Facilities
SOUTHERN STATES: S&P Affirms Corporate Credit Rating at 'B+'
SPHERIS INC: Operations Files Schedules of Assets and Liabilities

STANDARD MOTOR: Annual Stockholders' Meeting Set for May 20
STARWOOD HOTELS: Moody's Affirms 'Ba1' Corporate Family Rating
STEPHEN COLLINS: Voluntary Chapter 11 Case Summary
STINGFREE TECHNOLOGIES: Dismissal of Bad Faith Filing Upheld
TC LAGUNA: Case Summary & 6 Largest Unsecured Creditors

TELKONET INC: Delays Rights Offering to Securities Holders
TELKONET INC: No Schedule Yet for 2010 Stockholders' Meeting
TRIBUNE CO: Noteholders Get Examiner Chapter 11 Cases
TRIBUNE CO: Wins Nod of California Tax Board Settlement
TRIBUNE CO: Wins Nod of Connecticut Tax Settlement

UAL CORP: PBGC Claim Adds Wrinkle to Merger Talks
VISTEON CORP: Creditors to Block Formation of Equity Committee
WL HOMES: Baker Hostetler Files Response to Trustee Objection
XERIUM TECHNOLOGIES: Proposes Richards Layton as Co-Counsel
XERIUM TECHNOLOGIES: Proposes to Satisfy Vendor Claims

XERIUM TECHNOLOGIES: Wants to Grant Admin. Status to Vendor Claims

* Upcoming Meetings, Conferences and Seminars


                            *********


ACCREDITED HOME: Has Short Exclusivity Extension
------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
granted Accredited Home Lenders Holding Co. a May 20 extension of
its exclusive period to propose a Chapter 11 plan.  Accredited
Home proposed plan exclusivity until November 1 in its request for
a sixth extension but creditors opposed the request.

The judge, according to the report, will revisit the idea of
allowing more exclusivity at the next major hearing on May 20.

The secured lenders' motion for conversion of the case to a
liquidation in Chapter 7 was earlier 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.


ADVANCE AUTO: Moody's Assigns 'Ba1' Rating on $300 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Advance Auto
Parts, Inc's new $300 million senior unsecured note issue, and
upgraded the Probability of Default rating to Ba1 from Ba2.
Moody's also assigned a (P)Ba1 rating to the company's shelf
registration.  The remainder of the company's existing ratings
were affirmed, including the Ba1 Corporate Family Rating, and SGL-
2 Speculative Grade Liquidity rating.  The outlook is positive.

Advance Auto's Ba1 rating and positive outlook reflect its
position as the second-largest dedicated auto parts retailer in
the U.S. and its good liquidity profile.  "Fundamentals for this
sub-segment of retail continue to be compelling, with average age
of vehicle and the cost-saving focus of consumers leading
factors," stated Moody's Senior Analyst Charlie O'Shea.  "While
the new note issue modestly increases leverage as it will repay
the $200 million term loan that was due to mature in November
2011, liquidity improves as a result of the new notes' 2020
maturity."

The upgrade of the Probability of Default rating to Ba1 from Ba2
results from the change in capital structure from all bank debt to
a split between bank debt and bonds and Moody's adopting the
standard 50% family recovery rate in the event of default.  It
also reflects the lengthening of the company's debt maturity
profile.

New rating assigned:

* $300 million senior unsecured notes due 2014 at Ba1 (LGD 4 ,54%)
* Senior unsecured shelf at (P)Ba1.

Rating upgraded:

* Probability of Default Rating to Ba1from Ba2

Ratings affirmed include:

* Corporate Family Rating at Ba1
* Speculative Grade Liquidity rating at SGL-2.

Rating affirmed and LGD point estimates adjusted, and to be
withdrawn upon repayment:

* $200 million senior unsecured bank term loan at Ba1 (LGD 4, 54%)
  from Ba1 (LGD3, 38%).

The last rating action for Advance Auto was the July 30, 2009
affirmation of the Ba1 Corporate Family and Ba2 Probability of
Default ratings, affirmation of the Ba1 senior unsecured bank
credit facility, affirmation of the SGL-2 speculative grade
liquidity rating, and the change in outlook to positive from
stable.

Advance Auto is the number two dedicated retailer of automotive
parts in the U.S, with annual revenues of around $5.5 billion.


ADVANCE AUTO: S&P Raises Corporate Credit Rating From 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Roanoke, Va.-based auto parts retailer Advance
Auto Parts Inc. and its primary operating subsidiary, Advance
Stores Co. Inc., to 'BBB-' from 'BB+'.  S&P also assigned its
'BBB-' issue rating to the company's proposed $300 million senior
unsecured guaranteed notes due May 2020.  The rating on the notes
is based on preliminary terms and is subject to review upon
receipt of final documentation.

At the same time, S&P assigned preliminary 'BBB-/BB+' senior
unsecured/subordinated debt ratings to the company's proposed Rule
415 universal shelf filing.  S&P expects the new notes to be drawn
from the shelf filing and net proceeds from the offering to both
repay the company's $200 million term loan and pay down borrowings
under its revolving credit facility, both of which mature in
October 2011.  Pro forma for the transaction, S&P estimate debt
outstanding at about $336 million.

"The rating actions reflect the company's satisfactory operating
performance, which is likely to continue in part due to generally
favorable industry conditions," said Standard & Poor's credit
analyst Jerry Phelan, "and maintenance of a financial risk profile
consistent with a low investment-grade company, including leverage
below 2.6x."


AGRIZAP INC: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: AgriZap, Inc.
        117 N. Ventura Avenue
        Ventura, CA 93001

Bankruptcy Case No.: 10-11933

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Joseph M. Sholder, Esq.
                  Griffith & Thornburgh, LLP
                  8 E Figuerora St Ste 300
                  Santa Barbara, CA 93101
                  Tel: (805) 965-5131
                  Fax: (805) 965-6751
                  E-mail: sholder@g-tlaw.com

Scheduled Assets: $311,197

Scheduled Debts: $6,110,518

A list of the Company's 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb10-11933.pdf

The petition was signed by Robert G. Noe, president.


ALLIED SECURITY: Friedman LLP Raises Going Concern Doubt
--------------------------------------------------------
Allied Security Innovations Inc. filed with the Securities and
Exchange Commission its annual report for the fiscal year ended
December 31, 2009.

Friedman LLP in Marlton, New Jersey, expressed substantial doubt
against the Company's ability to continue as a going concern.  The
firm noted that the Company did not generate sufficient cash flows
from revenues in 2009 to fund its operations.  Also at Dec. 31,
the Company had negative net working capital of $20,600,000.

The Company's balance sheet showed $718,563 in total assets,
$39,063,145 in total liabilities, for a stockholders' deficit of
$38,344,582 at Dec. 31, 2009.

The Company reported a $5,217,710 net loss on $3,597,653 in total
sales for 2009, compared with $5,397,446 net loss on
$4,838,934 million total sales for 2008.

A full-text copy of the annual report is available for free
at http://ResearchArchives.com/t/s?602f

                 About Allied Security Innovations

Based in Farmingdale, New Jersey, Allied Security Innovations,
Inc. -- http://www.cgm-ast.com/-- provides homeland security
products and proprietary criminal justice software to over 3,000
clients worldwide.  It is composed of the original DDSI Company, a
public company since 1995, and its wholly owned subsidiary, CGM-
Applied Security Technologies, Inc., (established in 1978).   With
manufacturing in Staten Island, ASI is a manufacturer and
distributor of Homeland Security products, including indicative
and barrier security seals, security tapes and related packaging
security systems, protective security products for palletized
cargo, physical security systems for tractors, trailers and
containers, as well as a number of highly specialized
authentication products.  Allied Security Innovations stock trades
on the OTC Bulletin Board under the symbol "ADSV".

As of September 30, 2009, the company has $3,114,181 in total
assets and $53,271,783 in total liabilities resulting to a
$50,157,602 stockholder's deficit.


AMCORE FINANCIAL: Fitch Downgrades Issuer Default Rating to 'D'
---------------------------------------------------------------
Subsequent to the Federal Deposit Insurance Corporation's action
of placing Amcore Financial Inc's banking subsidiary, AMCORE Bank,
N.A., into receivership, Fitch Ratings has downgraded their Issuer
Default Ratings to 'D' from 'C'.

Following the bank closure, the FDIC will sell AMCORE Bank, N.A.'s
deposits, excluding brokered deposits, to Harris, National
Association.  It is assumed that AMFI will file for bankruptcy in
the very near future.

Fitch has downgraded the long-term and short-terms IDRs of both
AMFI and AMCORE Bank, N.A.  to 'D,' which indicates an issuer that
in Fitch's' opinion has entered into bankruptcy filings,
administration, receivership, liquidation or other formal winding-
up procedure, or which has otherwise ceased business.  Subsequent
to the bank's closure, AMFI no longer exists as a bank holding
company, and therefore, has ceased business.  In all cases, the
assignment of a default rating reflects the agency's opinion as to
the most appropriate rating category consistent with the rest of
its universe of ratings, and may differ from the definition of
default under the terms of an issuer's financial obligations or
local commercial practice.

Fitch will maintain these ratings for 30 days at which point they
will be withdrawn.

Fitch has downgraded these ratings:

AMFI

  -- Long-term IDR to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C';
  -- Individual to 'F' from 'E'.

AMCORE Bank, N.A.

  -- Long-term IDR to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C';
  -- Individual to 'F' from 'E'.

These ratings remain unchanged:

AMFI

  -- Support '5';
  -- Support Floor 'NF'.

AMCORE Bank, N.A.

  -- Long-term deposits 'CC/RR3';
  -- Short-term deposits 'C';
  -- Support '5';
  -- Support Floor 'NF'.


AMERICAN MORTGAGE: Files For Chapter 11 in Manhattan
----------------------------------------------------
American Mortgage Acceptance Co. on April 26 filed for Chapter 11
protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-12196).

The Company listed assets of just $6,366,680 and liabilities of
$119,968,443.  American Mortgage had $666 million of assets in
2007.

According to Bloomberg News, the Company has an agreement on a
Chapter 11 plan with the two remaining secured creditors, Taberna
Preferred Funding I Ltd. and C-III Capital Partners LLC.  Most of
the assets have been sold, leaving $25 million in debt to Taberna
and $93 million to C-III.

American Mortgage blamed the mortgage-backed securities crisis for
its financial woes.

Based in New York City, American Mortgage Acceptance Company (NYSE
Alternext:AMC) -- http://www.americanmortgageco.com/-- is a
real estate investment trust (REIT).  The Company operates in
one business segment, which focuses on investing in mortgage
loans and other debt instruments secured by multifamily and
commercial property throughout the United States.

Attorneys at Reid and Riege, P.C. and Platzer, Swergold, Karlin,
Levine Goldberg & Jaslow, LLP represent the Debtor in its Chapter
11 effort.


AMERICAN TIRE: S&P Puts 'B' Rating on CreditWatch Developing
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Huntersville, N.C.-based American Tire Distributors Inc.,
including the 'B' corporate credit rating, on CreditWatch with
developing implications.

"S&P base the CreditWatch placement on S&P's expectation that
TPG's buyout of ATD could significantly change the capital
structure," said Standard & Poor's credit analyst Lawrence
Orlowski.  "When the details of the transaction are announced, S&P
will review ATD's business and financial risk profiles," he
continued.  A ratings affirmation is also possible.

The ratings on ATD reflect its highly leveraged capital structure;
modest, but stable profit margins; and narrow scope of operations.
Investcorp S.A. controls the privately owned company and is the
largest wholesale distributor of passenger car and light-truck
tires to the $26.6 billion U.S. replacement tire industry.

S&P expects to resolve the CreditWatch listing in the next 90
days.  The rating outcome will depend on the new capital
structure, as well as any changes in strategic direction under the
new owners.


AMERIGROW RECYCLING: Plan Outline Hearing Scheduled for May 13
--------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida will consider at a hearing on May 13,
2010, at 1:30 p.m., the Disclosure Statement explaining Amerigrow
Recycling-Delray, Limited Partnership, et al.'s proposed Plan of
Reorganization.  Objections, if any, are due on May 6.

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 all
assets of the estates to be transferred to and vested in the
respective Reorganized Debtor under the sole control of the
respective Reorganized Debtor, free and clear of all liens,
claims, encumbrances and interests of any kind except as provided
under the Plan.

The distributions required under the Plan will be funded by the
Debtors' cash on hand as of the effective date and the Reorganized
Debtors' business operations.  In addition, the Debtors will be
authorized to commence or continue litigation on behalf of the
estate to recover, inter alia, voidable transfers and other
claims, if any.

Secured creditors are expected to receive full recovery on account
of their claims.  The Plan did not provide for the estimated
percentage recovery by holders of unsecured claims.  The Debtors
do not expect there would be funds for distributions available for
interest holders.

Interests in Reorganized Amerigrow Corp. will be issued to Janet
Tomlinson (50%) and Silvia Kearney (50%).

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

The Debtor is represented by:

   Heather L. Harmon, Esq.
   100 SE 2nd Street, 44th Floor
   Miami, FL 33131

                    About Amerigrow Recycling

Delray Beach, Florida-based Amerigrow Recycling-Delray, Limited
Partnership -- dba Amerigriow Recycling, Amerigrow Soils,
Amerigrow Golf, Amerigrow Trucking, Mulching Solutions -- was
founded in 1995, and operates as a full-service organic-recycling
facility, accepting organic landscape debris at its convenient
drive-thru Delray Beach store and dumping facility.

Amerigrow Recycling and its affiliates filed for Chapter 11 on
November 2, 2009 (Bankr. S.D. Fla. Case No. 09-34122).  The
Company listed $10,000,001 to $50,000,000 in assets and debts.


AMR CORP: Annual Stockholders' Meeting Set for May 19
-----------------------------------------------------
The annual meeting of AMR Corp. stockholders will be held May 19,
2010, at 8:00 a.m. Eastern time.  The meeting will be held at 730
Third Avenue, 17th Floor, in New York.

The purposes of the meeting are:

     (1) to elect 13 directors;

     (2) to ratify the selection by the Audit Committee of Ernst &
         Young LLP as independent auditors for the year ending
         December 31, 2010;

     (3) to consider one stockholder proposal; and

     (4) to transact any other business that properly comes before
         the annual meeting (or any adjournments or postponements.

Only stockholders of record at the close of business on March 22,
2010, are entitled to vote their shares of common stock at the
annual meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?60ce

                       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.

                           *     *     *

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.


AMR CORP: Net Loss Widens to $505 Million for March 31 Quarter
--------------------------------------------------------------
AMR Corporation filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q for the period ended March 31,
2010.

AMR said net loss widened to $505 million for the three months
ended March 31, 2010, from a net loss of $375 million for the year
ago quarter.  Total operating revenues were $5.068 billion for the
March 31, 2010 quarter from $4.839 billion for the year ago
quarter.

AMR said in a press release the results include the impact of a
$53 million, or $.16 per share, special item related to the
devaluation of the Venezuelan currency in January.  Excluding that
special item, AMR lost $452 million, or $1.36 per share, in the
first quarter.

At March 31, 2010, the Company had total assets of $25.525 billion
against total current liabilities of $8.241 billion, long-term
debt, less current maturities of $9.861 billion, obligations under
capital leases, less current obligations of $559 million, pension
and postretirement benefits of $7.531 billion, and other
liabilities, deferred gains and deferred credits of
$3.225 billion, resulting in stockholder's deficit of
$3.892 billion.  At December 31, 2009, the Company had
stockholders' deficit of $3.489 billion.

AMR ended the first quarter with approximately $5.0 billion in
cash and short-term investments, including a restricted balance of
$460 million, compared to a balance of $3.3 billion in cash and
short-term investments, including a restricted balance of
$462 million, at the end of the first quarter of 2009.

AMR's Total Debt, which it defines as the aggregate of its long-
term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds, and the present value of
aircraft operating lease obligations, was $15.9 billion at the end
of the first quarter of 2010, compared to $14.4 billion a year
earlier.

AMR's Net Debt, which it defines as Total Debt less unrestricted
cash and short-term investments, was $11.4 billion at the end of
the first quarter, compared to $11.5 billion in the first quarter
of 2009.

"While we made significant progress in improving revenue
performance in the first quarter and enhancing our competitive
position, we were simply unable to overcome the challenges of the
global economic environment coupled with once-again escalating
fuel prices," said AMR Chairman and CEO Gerard Arpey.  "As we move
forward, we remain focused on continuing to bolster our domestic
and international networks, managing our costs, and finding ways
to generate additional revenue. I want to thank employees for
their commitment as we continue to face challenges, and I am
confident that our overall strategy, anchored by our Flight Plan
2020, will position us for long-term success."

American and Japan Air Lines, which reaffirmed its partnership in
the global oneworld(R) Alliance, have filed for anti-trust
immunity with the U.S. Department of Transportation for a trans-
Pacific joint business between North America and Asia.

In addition, the DOT granted tentative approval for American to
begin an immunized trans-Atlantic joint business with British
Airways and Iberia Airlines, and the airlines continue to work
with European Commission regulators to achieve approval of their
plans.  American expects that the joint business will be launched
in the second half of this year.

As part of its domestic network strategy that focuses resources in
its cornerstone markets of Dallas/Fort Worth, Chicago, Miami, Los
Angeles and New York, American bolstered its commitment to New
York with several important initiatives.

American announced new flights and routes at New York's LaGuardia
Airport and John F. Kennedy International Airport, as well as an
inter-airline passenger agreement with JetBlue Airways for service
to and from New York City and Boston. By year end, at LaGuardia
and JFK combined, American and American Eagle will add 31 total
flights to and from 13 additional airports, bringing total NYC
departures to 216 and unique destinations to 63.  American
customers will have new access to 18 domestic routes on JetBlue
that don't overlap American's existing network, and JetBlue
customers will have new access to 12 non-overlapping international
routes of American's. When combined with new options for travel on
JetBlue, American's New York customers will have access to 81
destinations on 271 nonstop flights by the end of 2010.

American believes these New York service enhancements, together
with related facilities and aircraft upgrades and an expanded
marketing partnership with the city's tourism arm, NYC & Company,
will build additional passenger demand for its international
network to Europe, Asia and South America, including its planned
trans-Atlantic and trans-Pacific joint businesses.

"Strengthening and defending our global network is an integral
part of our strategy, and we made significant progress in the
first quarter to expand our global reach, which our loyal
customers will appreciate," said Mr. Arpey.  "We look forward to
starting our joint business with British Airways and Iberia later
this year, as well as to proving our case that we should be
granted anti-trust immunity with JAL.  And, we believe our link to
JetBlue and increased commitment to New York position us
exceedingly well to compete effectively in the hugely important
New York City market."

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?60cc

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?60cd

                       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.

                           *     *     *

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.


AMR CORP: Cancels Inaugural Flight to Beijing
---------------------------------------------
Mike Esterl at The Wall Street Journal reports that AMR Corp.'s
American Airlines canceled its planned inaugural flight between
Chicago O'Hare International Airport and Beijing Capital
International Airport on Monday, citing a disagreement with
Chinese aviation authorities over take-off and landing times.

According to the report, American said it hadn't received
"commercially viable" arrival and departure slots from Chinese
aviation authorities.  American said it would postpone the launch
of its Beijing route tentatively until May 4 as it tries to
resolve the dispute. American has had daily flights between
Chicago and Shanghai since 2006.

The Journal says the impasse delays efforts by American to make
bigger inroads in China, and could complicate planned "open-skies"
talks between the U.S. and China as some U.S. businesses voice
concern Chinese protectionism is growing.

According to the Journal, the U.S. Department of Transportation
said Monday it was "very disappointed" China didn't grant more
favorable slot times to American.  "New transportation links such
as these help to strengthen commercial and cultural ties between
our two nations," the DOT added, according to the Journal.  "We
sincerely hope that China will work with American Airlines to find
a commercially feasible solution."

The Journal notes UAL Corp.'s United Airlines has the biggest
market share among U.S. carriers of nonstop flights between the
U.S. and Beijing and Shanghai, according to OAG, an aviation
research firm.  Continental Airlines Inc. is No. 2 among U.S.
carriers, based on OAG data.

The Journal also relates that Delta Air Lines Inc., the largest
U.S. carrier, also has applied for slot times with Chinese
authorities for its planned nonstop service between Seattle and
Beijing starting June 4.  A Delta spokesman said the airline
remains "hopeful" of securing favorable landing and take-off
times.

                       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.


AMTRUST FINANCIAL: FDIC Wants to Recoup $500 Million
----------------------------------------------------
Arielle Kass at Crain's Cleveland Business reports that the
Federal Deposit Insurance Corp. claims it is owed more than $500
million from the AmTrust Financial Corp. for failing to be a
"source of strength" to its banking unit AmTrust Bank, a claim the
FDIC and others say could have broad implications for banks
nationwide.

According to the report, in pleadings filed in the Chapter 11 case
of AmTrust Financial -- now known as AmFin Financial Corp. -- FDIC
attorneys said by agreeing to a Nov. 19, 2008, cease-and-desist
order that required the bank to have a prescribed amount of
capital, AmFin committed to keeping AmTrust Bank well-capitalized.

Crain's reports that, according to the FDIC, AmFin therefore
should be on the hook for at least $518.5 million, which was
AmTrust Bank's capital deficit as of Sept. 30, 2009.  After its
parent company filed for Chapter 11 bankruptcy protection last
Nov. 30, AmTrust Bank - which now is known as Ohio Savings Bank in
this area - failed and was taken over by New York Community Bank
last Dec. 4 in a deal orchestrated by the FDIC.

                      About AmTrust Financial

AmTrust Financial Corp. (PINK:AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring effort.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management listed $100,000,001 to $500,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.

AmTrust Bank is not part of the Chapter 11 filings.  On
December 4, 2009, AmTrust Bank was closed by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with New York
Community Bank, Westbury, New York, to assume all of the deposits
of AmTrust Bank.


AUDUBON GROVE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Audubon Grove Apartments, LLC
        3175 Robinson Road
        Jackson, MS 39209

Bankruptcy Case No.: 10-09414

Chapter 11 Petition Date: April 22, 2010

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

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  2997 Alternate 19, Suite B
                  Palm Harbor, FL 34683
                  Tel: (727) 797-7799
                  Fax: (727) 213-6933
                  E-mail: jstreuhaft@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb10-09414.pdf

The petition was signed by Mark Johnson, manager.


BANKUNITED FINANCIAL: Seeks to Recover $400 Million from FDIC
-------------------------------------------------------------
Brian Bandell at Business Journal of South Florida reports that
BankUnited Financial Corp. sued the Federal Deposit Insurance
Corp., seeking to recover about $400 million.  The bank argued
that the FDIC's $4.9 million claim should be thrown out because it
has not submitted any evidence to back it up.

                    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.


BETTER BEDDING: Sale Hearing Scheduled for Thurs., Apr. 29
----------------------------------------------------------
Better Bedding Shops, Inc., will ask the Honorable Albert S.
Dabrowski to approve the sale of certain of its assets and
businesses, free and clear of liens, claims and encumbrances to
the entity that makes the highest and best offer, subject to the
terms and conditions specified in a court-approved Asset Purchase
Agreement.  Additional information can be obtained from the
Debtor's counsel:

         Barry S. Feigenbaum, Esq.
         ROGIN NASSAU LLC
         185 Asylum Street
         Hartford, CT 06103-3460
         Telephone: (860) 278-7480
         E-mail: bedding@roginlaw.com

The Sale Hearing is scheduled for April 29, 2010, at 10:00 a.m. in
Hartford, Conn.

Objections, if any, must be also served on counsel to the
Creditors' Committee:

         Cliff A. Katz, Esq.
         Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP
         1065 Avenue of the Americas
         New York, NY 10018

Better Bedding Shops, Inc., sought Chapter 11 protection (Bankr.
D. Conn. Case No. 09-20481) on March 2, 2009.  Contemporaneous
with the chapter 11 filing, the Debtor closed 11 of its 21 retail
stories.  At the time of the filing, the Debtor estimated its
assets and debts at less than $10 million.


BLOCKBUSTER INC: Four Officers Disclose Ownership of Shares
-----------------------------------------------------------
Four officers of Blockbuster, Inc., filed separate Form 3s with
the Securities and Exchange Commission on April 13, 2010.

Rod McDonald, VP Secretary & General Counsel, and Kevin Lewis, SVP
Digital disclosed that they do not own any derivative securities
of the company.

Doug McHose, SVP Store Operations, disclosed that he has an
Employee Stock Option, a right to buy 285,714 shares of Class A
Common Stock which is exercisable on November 30, 2010.  The
option expires November 30, 2014.

Thomas Kurrikoff, SVP Finance, disclosed that he beneficially owns
Restricted Stock Awards for Class A Common Stock:

   Date Exercisable   Expiration Date    Number of Shares
   ----------------   ---------------    ----------------
   12/20/2004         12/10/2014         5,565
   12/20/2005         12/20/2014         40,000
   05/05/2007         05/05/2017         98,436

The restricted stock awards vests in three annual installments in
amounts and at exercise prices according to a vesting schedule.

Under an Employee Stock Option, Mr. Kurrikoff has the right-to-buy
85,000 shares of Class A Common Stock, which right expires May 24,
2017.  The options vest over a three-year period and will become
exercisable on May 24, 2010 and each anniversary of May 24.  The
grant price is $4.36.

All of the options were granted pursuant to the 2004 Long Term
Management Incentive Plan.

                      About Blockbuster Inc.

Dallas-Tex.-based Blockbuster Inc. is a leading global provider of
rental and retail movie and game entertainment, with over 6,500
stores in the United States, its territories and 17 other
countries as of January 3, 2010.

The Company's balance sheet as of January 3, 2010, showed
$1.538 billion in assets and $1.852 billion of debts, for a
stockholders' deficit of $314.3 million.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred a net
loss from operations for the year ended January 3, 2010, and has a
stockholders' deficit as of January 3, 2010.  In addition, the
increasingly competitive industry conditions under which the
Company operates have negatively impacted the Company's results of
operations and cash flows and may continue to in the future.

                           *     *     *

As reported in the Troubled Company Reporter on March 22, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Blockbuster Inc. to 'CC' from 'CCC'.  The
'CC' rating indicates that, in S&P's opinion, Blockbuster is
highly vulnerable to default.  The outlook is negative.


BLUEKNIGHT ENERGY: Solus Funds Hold 6.90% of Common Stock
---------------------------------------------------------
Solus Alternative Asset Management LP, Solus GP, LLC, and
Christopher Pucillo, the fund's managing member, disclosed that as
of December 31, 2009, they may be deemed to beneficially own
1,500,0001 shares or roughly 6.90% of the common stock of
Blueknight Energy Partners, L.P.

As of December 31, 2009, the Funds managed on a discretionary
basis by Solus et al. had the right to receive or the power to
direct the receipt of dividends or the proceeds from the sale of
the Common Units.  One such account, SOLA LTD, had the right to
receive or the power to direct the receipt of dividends or the
proceeds from the sale of more than 5% of the Common Units.

                     About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt products.  The Partnership manages its
operations through three operating segments: (i) crude oil
terminalling and storage services, (ii) crude oil gathering and
transportation services and (iii) asphalt services.

The Partnership's balance sheet as of December 31, 2009, showed
$310.7 million in assets and $452.9 million of debts, for a
partners' deficit of $142.2 million.

As reported by the Troubled Company Reporter on April 5, 2010,
PricewaterhouseCoopers LLP, in Tulsa, Okla., expressed substantial
doubt about the Partnership's ability to continue as a going
concern.  The independent auditors noted that the Partnership has
substantial long-term debt, a deficit in partners' capital, and
significant litigation uncertainties.

As reported by the TCR on April 8, Blueknight Energy Partners
entered into a Waiver and Amendment to Credit Agreement with its
lenders.  The Amendment, among other things, waives the
requirement for the report of Blueknight's independent registered
public accounting firm accompanying its financial statements for
the year ended December 31, 2009, and December 31, 2010, to not
contain an explanatory paragraph expressing significant doubt
about Blueknight's ability to continue as a going concern.  The
Company notes that if it refinances all of the debt under the
credit agreement on or before January 6, 2011, all Deferred
Interest will be automatically forgiven by the lenders.


BRENT NICHOLSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Brent Nicholson
               Mary Nicholson
               Bullivant Houser Bailey PC
               1601 5th Avenue, Ste. 2300
               Seattle, WA 98101

Bankruptcy Case No.: 10-14522

Chapter 11 Petition Date: April 22, 2010

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

Judge: Karen A. Overstreet

Debtor's Counsel: Richard G. Birinyi, Esq.
                  Bullivant Houser Bailey PC
                  1601 5th Ave Ste 2300
                  Seattle, WA 98101-1618
                  Tel: (206) 292-8930
                  E-mail: rick.birinyi@bullivant.com

Scheduled Assets: $10,821,599

Scheduled Debts: $78,442,255

The petition was signed by Brent Nicholson and Mary Nicholson.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First Indy                                       $11,487,101
1220 Main St.
Vancouver, WA 98660

Seattle Bank                                     $5,583,484
190 Queen Anne Ave.,
N., Suite 100
Seattle, WA 98109

Liberty Mutual                                   $5,000,000
1605 LBJ Freeway,
Suite 710
Dallas, TX 75234

Wachovia Trust                                   $4,117,853
PO Box 2127
Spokane, WA 99210-2127

Jerry Johnson                                    $3,500,000
1301 Spring St., H 18
Seattle, WA 98264

Seattle Bank                                     $3,277,875
190 Queen Anne Ave.
N., Ste. 100
Seattle, WA 98109

Citybank                                         $2,730,146
PO Box 97007
Lynnwood, WA 98046-9707

Citybank                                         $2,600,000
PO Box 97007
Lynnwood, WA 98046-9707

Mechanic's Bank                                  $2,500,000
725 Alfred Nobel Dr.
Hercules, CA 94547

Wachovia                                         $2,306,717
NC1075, 201 S. College St.
Charlotte, NC 28244

Wachovia                                         $2,306,717
NC1075, 201 S. College St.
Charlotte, NC 28244

Wachovia                                         $2,246,694
NC1075, 201 S. College St.
Charlotte, NC 28244

Wachovia                                         $2,013,415
NC1075, 201 S. College St.
Charlotte, NC 28244

Homestreet                                       $1,975,000
601 Union St.
Seattle, WA 98101

Homestreet                                       $1,684,466
601 Union St.
Seattle, WA 98101

Citybank                                         $1,645,382
PO Box 97007
Lynnwood, WA 98046-9707

Union Bank                                       $1,600,000
PO Box 30115
Los Angeles, CA 90030

Washington First                                 $1,500,000
International Bank
9709 Third Avenue Northeast
Seattle, WA 98115

First Independent Bank                           $1,364,853
1220 Main St.
Vancouver, WA 98660

George Solomon                                   $1,254,987
314 Byrd St.
Centralla, WA 98531


CABERNET HOLDINGS: Files for Bankruptcy to Stop Foreclosure
-----------------------------------------------------------
Vikki Broughton Hodges at The Dispatch reports that Cabernet
Holdings filed for bankruptcy under Chapter 11 to avert a
foreclosure action on its property.  NewBridge Bank, owed about
$6.6 million in loans, had sought foreclosure of Cabernet's
property.

The bank wants the bankruptcy case dismissed to allow it to
proceed with the foreclosure.  A hearing is set for May 18 to
consider the request.  The Company said that it plans to present
to the court a plan of reorganization on the same day.

William Miller at Roberson, Haworth & Reese was named receiver for
the Company.

Cabernet Holdings owns the Holiday Inn Express Hotel & Suites at
the Vineyard.


CARBURTON PROPERTIES: Case Dismissed for "Bad Faith" Filing
-----------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware dismissed the Chapter 11 case of Carburton
Properties 8, LLC.

As reported in the Troubled Company Reporter on March 12, 2010,
National Servicing and Administration, LLC, sought for the
dismissal of the Debtor's case because the Debtor intends "to use
its Chapter 11 proceeding to frustrate the orders of the U.S.
Bankruptcy Court for the District of Oregon and the Superior Court
of Washington for Clark County, which, if permitted, would
severely prejudice the rights of NSA and other affected parties in
a situation where there is no equity in the subject property and
the highest and best use of the property has already been
determined to be the immediate sale of the property as opposed to
use for any other type of reorganization."

Orchards Village Investments, LLC, filed for Chapter 11 bankruptcy
protection on February 13, 2009, in the U.S. Bankruptcy Court for
the District of Oregon.  According to NSA, the Hon. Randall L.
Dunn of the U.S. Bankruptcy Court for the District of Oregon
confirmed a Chapter 11 plan approving the sale of Carburton's
modest, fractional interest in the land underlying the Orchards
Village Senior Living Community on January 25, 2010.  Carburton is
a tenant in common owner of a fractional interest in the real
property underlying the Orchards Village Senior Assisted Living
Community in Vancouver, Washington.  NSA says that the confirmed
Plan was in the process of implementation when, on March 3, 2010,
Carburton filed for Chapter 11 bankruptcy protection in order to
disrupt the implementation of the Plan, and to destroy, frustrate,
or otherwise delay an arms' length sale of the Orchards pursuant
to the Plan, NSA states.

                    About Carburton Properties

Portland, Oregon-based Carburton Properties 8, LLC, filed for
Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. D.
Delaware Case No. 10-10762).  Robert K. Beste, Jr., Esq., at Cohen
Seglias Pallas Greenhall & Furman, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


CARL STROMBERG: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Carl Richard Stromberg
        dba Heritage Financial Services
        16966 Avenida de Santa Ynez
        Pacific Palisades, CA 90272

Bankruptcy Case No.: 10-25868

Chapter 11 Petition Date: April 23, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Steven L. Bryson, Esq.
                  Law Office of Steven L Bryson
                  11377 W Olympic Blvd Ste 500
                  Los Angeles, CA 90064
                  Tel: (310) 477-4555
                  Fax: (310) 473-4556
                  E-mail: slblaw1@aol.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Carl Richard Stromberg.


CATALYST PAPER: Settles Tax Dispute with Powell River
-----------------------------------------------------
Catalyst Paper and the City of Powell River, British Columbia, on
April 9, 2010, inked an agreement in principle to achieve the twin
objectives of reducing the Class 4 property tax rate paid by the
company's Powell River mill while assisting the City in reducing
significantly its capital expenditures for future municipal
service infrastructure.

"Council committed to looking for solutions to the major industry
property tax in Powell River," said Mayor Stewart Alsgard.  "We
have held frank, realistic discussions with Catalyst culminating
in a very positive outcome that reflects the needs of the
community and provides for a way forward under challenging
circumstances."

Under the agreement, the City has committed that the company's
annual property taxes payable to the City will not exceed $2.25
million for five years.  In addition, the City and Catalyst agreed
to jointly pursue environmental permit amendments and related
arrangements that would enable a 20-year service agreement valued
at $750,000 annually in the first five years, under which Catalyst
will treat the City's liquid waste using the mill's effluent
system and burn the City's bio-solids in the mill's waste wood
boiler.

"We saw that we both had a cost problem associated with municipal
services. And we came to a shared conclusion that, going forward,
the City's circumstances could be addressed more cost-efficiently
by making our mill infrastructure available for municipal use,"
said Richard Garneau, Catalyst president and chief executive
officer. "Cooperation and flexibility helped us take a big step
toward the $1.5 million property tax goal, and together the City
and Catalyst were able to find a solution that's right for Powell
River."

The agreement will see Catalyst drop its legal appeal of the
City's 2009 municipal tax levy and pay into trust $2.5 million in
outstanding 2009 municipal property taxes including penalties and
interest, pending the City's completion of arrangements for
implementing its 2010 business plan with the provincial
government. Related commitments by the company include sale to the
City of the mill's unoccupied administration office building and
associated lands for a nominal price, and a four-year mortgage
extension to PRSC LLP, a three-way partnership with the City and
Tla'Amin First Nation formed in 2006 to facilitate local economic
diversification through land sales.

The City and Catalyst will also explore a variety of joint
economic development initiatives and a revenue upside contribution
arrangement, capped at $500,000 annually, based on the Powell
River paper mill's ability to achieve a return on capital employed
in excess of 10%.

Located on the Sunshine coast 125 km north of Vancouver, Powell
River is a community of approximately 13,500 with access to
Vancouver, Vancouver Island and the Sechelt Peninsula.

                      About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tones.

At December 31, 2009, the Company had total assets of $2.090
billion against total liabilities of $1.295 billion.

                          *     *     *

In mid-March 2010, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Catalyst Paper to
'SD' (selective default) from 'CC'.  Given the weak outlook for
the company's specialty paper and newsprint segments, S&P expects
Catalyst to continue to face challenging market conditions in
2010.

Moody's Investors Service also downgraded Catalyst's Corporate
Family Rating to Caa1 from B3 while revising the Probability of
Default Rating to Caa1/LD from Caa3, with the "/LD" suffix
signaling a "limited default".  Catalyst's CFR downgrade
anticipates a marked deterioration in the company's financial
performance over the coming year, with significant EBITDA erosion
compared to 2009 levels and negative free cash flow generation.



CATALYST PAPER: Annual Shareholders' Meeting Today
--------------------------------------------------
The Annual and Special Meeting of Catalyst Paper Corporation will
be held at the Delta Vancouver Airport Hotel, 3500 Cessna Drive,
Richmond, British Columbia, on April 28, 2010 at 2:00 p.m., local
time, for these purposes:

     1. To place before the Meeting the consolidated financial
        statements of the Corporation for the year ended
        December 31, 2009, and the auditors' report thereon;

     2. To elect the directors for the ensuing year;

     3. To reappoint auditors for the ensuing year;

     4. To consider and, if thought advisable, approve certain
        amendments to the Corporation's Restricted Share Unit
        Plan; and

     5. To transact such other business as may properly come
        before the Meeting.

Richard Garneau, the Company's President and Chief Executive
Office, will leave the Company effective the end of May 2010 for
personal reasons.  The Board of directors has commenced a search
for a successor.

The directors have fixed the close of business on March 17, 2010
as the record date for determining Shareholders who are entitled
to attend and vote at the Meeting.

A full-text copy of the Management Proxy Circular is available at
no charge at http://ResearchArchives.com/t/s?60d1

Catalyst recorded a net loss attributable to the Company of C$4.4
million and a net loss attributable to the Company before specific
items of C$58.8 million in 2009, compared to a net loss
attributable to the Company of C$219.8 million and a net loss
attributable to the Company before specific items of C$25.6
million in 2008.  The net loss attributable to the Company in 2009
included an after-tax foreign exchange gain of C$64.0 million on
the translation of U.S. dollar-denominated long-term debt, an
after-tax gain on cancellation of long-term debt of C$26.1
million, after-tax restructuring costs of C$12.5 million, an
after-tax impairment change of C$13.1 million related to excess
machine capacity in 2009, an unfavorable tax adjustment of C$8.6
million and after-tax fees of C$1.5 million related to the bond
exchange.  EBITDA in 2009 was C$103.5 million compared to C$159.4
million in 2008.  EBITDA before specific items was C$121.4
million, compared to C$189.5 million in 2008.  Specific items in
2009 included restructuring costs of C$17.9 million, compared to
restructuring costs of C$30.1 million in 2008.

On March 10, 2010, pursuant to an exchange offer by the Company,
senior unsecured notes of US$318.7 million at 8.625%, due June
2011, were exchanged for new senior secured notes of US$280.4
million at 11.0%, due December 2016, leaving US$35.5 million of
senior unsecured notes due in June 2011 outstanding.

The Company's capital expenditures were C$11.5 million in 2009,
compared to C$41.9 million in 2008 and C$85.8 million in 2007.  At
December 31, 2009, the Company had liquidity of C$157.4 million
after taking into account the financial covenant to maintain
excess availability above C$35.0 million.  This comprised C$83.1
million cash and the availability of C$74.3 million on the
Company's ABL Facility.

At December 31, 2009, the Company had total assets of $2.090
billion against total liabilities of $1.295 billion.

A full-text copy of the consolidated financial statements and the
auditors' report for the year ended December 31, 2009, are
available at no charge at http://ResearchArchives.com/t/s?60d2

                      About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tones.

At December 31, 2009, the Company had total assets of $2.090
billion against total liabilities of $1.295 billion.

                          *     *     *

In mid-March 2010, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Catalyst Paper to
'SD' (selective default) from 'CC'.  Given the weak outlook for
the company's specialty paper and newsprint segments, S&P expects
Catalyst to continue to face challenging market conditions in
2010.

Moody's Investors Service also downgraded Catalyst's Corporate
Family Rating to Caa1 from B3 while revising the Probability of
Default Rating to Caa1/LD from Caa3, with the "/LD" suffix
signaling a "limited default".  Catalyst's CFR downgrade
anticipates a marked deterioration in the company's financial
performance over the coming year, with significant EBITDA erosion
compared to 2009 levels and negative free cash flow generation.


CELEBRITY RESORTS: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Celebrity Resorts, LLC, et al., have filed with the U.S.
Bankruptcy Court for the Middle District of Florida a consolidated
list of their 20 largest unsecured creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Strataforce
691 Front Street
Suite 220                       Broker Fees/
Celebration, FL 34747           Reserves                 $614,307

The Suites At Steamboat
Owners Assoc
8451 Palm Parkway
Lake Buena Vista, FL 32836      Maintenance Fees         $502,700

Brigantine Inn Resort Club
Condo Assoc
8451 Palm Parkway
Lake Buena Vista, FL 32836      Maintenance Fees         $478,791

Hilltop Resort Owners Assoc
8451 Palm Parkway
Lake Buena Vista, FL 32836      Maintenance Fees         $381,294

Resort World of Orlando
Section II, Inc.
8451 Palm Parkway
Lake Buena Vista, FL 32836      Maintenance Fees         $302,600

Harbor Club Owners Assoc
8451 Palm Parkway
Lake Buena Vista, FL 32836      Maintenance Fees         $265,912

Reno Spa Resort                 Maintenance Fees         $163,430

Aloha Bay Condo Assoc., Inc.    Maintenance Fees         $142,037

The Spas at Resort World
Condo Association               Maintenance Fees         $114,192

The Oaks at Resort World
Condo Association               Maintenance Fees          $89,090

The Villas At Resort World
Condo Association               Maintenance Fees          $82,297

Brigantine Villas
Condo Association               Maintenance Fees          $80,038

Dugan Millenia LLC              Building Lease            $77,831

International Escrow Svcs       Accrued Closing           $64,895
                                Costs

Frazier Park Group              Broker Fees/Reserves      $55,898

Rocker Fruit Company            Premium Accrual           $55,000

Resort World of Orlando
Section I, Inc.                 Maintenance Fees          $54,352

Leisure Real Estate Mgmt Inc    Consulting                $50,108

Panzl & Company, PA             Legal Services            $41,848

Dell Financial Services         Software                  $18,572

Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case
No. 10-03550).  R Scott Shuker, at Latham Shuker Eden & Beaudine
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CENTAUR LLC: U.S. Trustee Forms 5-Member Creditors Committee
------------------------------------------------------------
Roberta A. Deangelis, Acting U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of Centaur, LLC, et al.,

The Creditors Committee members are:

1. Ames Construction, Inc.
   Attn: Todd Goderstad
   2000 Ames Drive
   Burnsville, MN 55306
   Tel: (952) 892-8678
   Fax: (952) 892-8664

2. U.S. Foodservice, Inc.
   Attn: Claudia Regen, Esq.
   9399 W. Higgins Rd., Ste. 600
   Rosemont, IL 60018
   Tel: (847) 720-2442
   Fax: (480) 293-2706

3. WMS Gaming Inc.
   Attn: Deborah K. Fulton
   800 S. Northpoint Blvd.
   Waukegan, IL 60085
   Tel: (773) 564-4514
   Fax: (773) 564-4504

4. Preit-Rubin, Inc. & PR Valley View Downs. L.P.
   c/o Pennsylvania Real Estate Investment Trust
   Attn: Bruce Goldman
   The Bellevue, 3rd Floor
   200 South Broad Street
   Philadelphia, PA 19102
   Tel: (215) 875-0780
   Fax: (215) 546-7311

5. Churchill Downs Inc.
   Attn: William E. Mudd
   700 Central Ave.
   Louisville, KY 40208
   Tel: (802) 363-4400
   Fax: (502) 636-4439

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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


CF INDUSTRIES: Moody's Gives Stable Outlook; Affirms 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service moved the outlook on CF Industries
Holdings, Inc., to positive from stable as Moody's indicated was
likely in Moody's April 6, 2010 press release.  Moody's also
affirmed the Ba3 Corporate Family Rating of CFH and affirmed the
Ba1 rating to the $1,700 million of guaranteed senior secured
credit facilities of CF Industries, Inc. Subsequent to the recent
successful issuance of equity and unsecured notes CFI's senior
credit facilities now consist of a $1,200 million five-year term
loan B-1 and a $500 million five-year revolving facility (up from
a proposed $300 million revolver).  Moody's does not view the
$200 million increase to the revolver as a negative as the
expected usage of the revolver is likely to be limited.  Moody's
affirmed a B1 rating on $1,600 million in senior unsecured notes.
The Ba1 rating on the initial "B-2" term loan tranche have been
withdrawn.  The ratings on Terra Industries Inc.'s Ba3 CFR and the
ratings of Terra Capital will be withdrawn in the near future.

"The positive outlook reflects Moody's assumption that excess free
cash flow is likely to be used for debt reduction and that these
reductions, if completed on a sustainable basis, could lead to
positive ratings movement," said Moody's analyst Bill Reed.

The positive outlook reflects the improved market positions gained
as a function of the merger with Terra along with the robust
nitrogen fertilizer markets and favorable outlook for the
fertilizer sector.  The outlook also incorporates management's
limited track record operating a levered entity along with
uncertainties surrounding the company's proposed project in Peru.
If in the near term management is successful at reducing debt
while realizing the identified synergies of the merger there could
be positive pressure on the ratings.  In addition should the
impact of the proposed project in Peru be benign to the company's
credit profile Moody's could upgrade the ratings.

In Moody's initial rating press release, on April 6th, 2010
Moody's indicated that if the proposed equity and unsecured note
issuances are successful and completed in a timely manner
according to the terms proposed, Moody's would likely move the
outlook for the ratings to positive.  The gross proceeds (totaling
some $2.75 billion) from the $1.15 billion of equity and the
$1.6 billion of senior unsecured notes were used to refinance
bridge facilities comprised of an initial five-year "B-2" term
loan tranche rated Ba1 along with an unrated bridge facility.

CFH's Ba3 CFR reflects improved market positions gained as a
function of the merger combined with the prospect of healthy
market conditions, particularly for the nitrogen industry over the
intermediate term.  The rating also factors in management's
historic conservative financial philosophy.  However, the rating
is tempered by the prospect of a new approach for capital
structure and the uncertainty surrounding the financing of a
proposed project in Peru.

Despite significant use of equity and cash to fund the
acquisition, the merger marks a material change to CFH's history
of being debt free.  Pro forma for 2009 combined EBITDA, initial
leverage (debt/EBITDA) is about 2.8X, well above management's
publicly stated targets of 1.0X -1.5X.  This merger reflects a
change in CFH's approach to its capital structure and while the
initial targets are conservative Moody's would like to see a
longer track record of CFH managing to these targets.

CFH's $3.3 billion debt does not reflect the impact of a
potentially significant project in Peru.  CFH is contemplating an
ammonia/urea complex that would cost from $1.5 to $2.0 billion.
While the proposed project has a sound strategic rationale,
including a favorable signed gas supply agreement, financing
arrangements are still to be determined.  Management is currently
endeavoring to lower the cost estimates for the project from an
original study that resulted in higher than expected costs.

While the final purchase price of Terra is much higher than
originally proposed in early 2009, Moody's views the merger as
positive.  This positive impact is directly related to 1) the use
of cash and equity in addition to debt to fund the acquisition, 2)
the near-term prospects for a multi-year recovery in CFH's primary
fertilizer businesses and, to a lesser extent, 3) the $135 million
of potential operating and financial synergies that are
anticipated to result from the merger by the end of 2011.  Moody's
believes that management intends to eventually run the new company
with a credit profile that suggests a higher rating.

These ratings were affirmed:

CF Industries Holdings, Inc.

* Corporate Family Rating Ba3
* Probability of Default Rating Ba3
* Speculative Grade Rating -- SGL-1

CF Industries, Inc.

* $1,200 million guaranteed senior secured term loan B-1 due 2015
  -- Ba1 LGD-2 22%

* $500 million guaranteed senior secured term revolver, due 2015 -
  - Ba1 LGD-2 22%

* $800 million 6.875% senior unsecured notes -- B1 LGD-5 76%

* $800 million 7.125% senior unsecured notes -- B1 LGD-5 76%

Ratings to be withdrawn in the near future.

Terra Industries Inc.

* Probability of Default Rating, on Review Possible Upgrade,
  currently Ba3

* Corporate Family Rating, on Review Possible Upgrade, currently
  Ba3

Terra Capital, Inc.

* Senior Unsecured Regular Bond/Debenture, on Review Possible
  Upgrade, currently B1, LGD4, 65%

Outlooks to be withdrawn:

* Terra Industries Inc.
* Terra Capital, Inc.

Moody's most recent announcement concerning the ratings for CFH
was on April 6, 2010.  The initial CFR rating of Ba3 along with
other ratings and a stable outlook were assigned.  Moody's most
recent announcement concerning the ratings for Terra was on
February 17, 2010, when the ratings were placed under review for
possible upgrade.

CF Industries Holdings, Inc., headquartered in Deerfield,
Illinois, is a leading global producer of nitrogen based and
phosphate fertilizers.  Moody's believes that CFH on a pro forma
basis would have generated annual revenues of about $3.4 billion
for the period ending December 31, 2009.


CHAPMAN TRANSPORT: Selling Personal Property for $175,000
---------------------------------------------------------
John C. Melaragno, Esq., the Chapter 11 Trustee appointed in
Chapman Transport, Inc.'s on-going Chapter 11 case, will ask Chief
Judge Agresti on May 6, 2010, at 2:30 p.m., in Erie, Pa., for
permission to sell all of the Debtor's tangible personal property,
including:

    -- 2005 Peterbilt - VIN No. 1XP5DB9X05N855991;
    -- 2000 Peterbilt - VIN No. 1XPFDB9X2YD507334;
    -- 2000 Peterbilt - VIN No. 1XPFDB9X9YN539384;
    -- 1999 Kenworth - VIN No. 1XKDDB9X0XJ792211
    -- 1999 Freightliner - VIN No. 1FUYDZYB6XP975663
    -- 1999 Utility Trailer - VIN No. 4UYFS2482XA740302;
    -- 1997 Walker Trailer - VIN No. 1W9P82025F1027415;
    -- 1998 Stoughton Trailer - VIN No. 1DW1A4829TS981205;
    -- 2002 Fontaine Trailer - VIN No. - 13N24830425913093;
    -- 2002 Ford F-350 - VIN No. 1FTSW31F52EA86424;
    -- 2006 Peterbilt - VIN No. - 1NP5LBOX76N888577;
    -- 1978 Butler - Salvage;
    -- 1982 Brenner Trailer - Salvage;
    -- 1975 Brenner Trailer - Salvage;
    -- Air Compressor Air Tools;
    -- Air Jacks;
    -- Truck Tools;
    -- New Holland Skid Steer;
    -- Pressure Washer
    -- Mechanic Tools;
    -- Tires;
    -- about 1,500 gallons of fuel;
    -- Truck Parts;
    -- Motor Oil;
    -- Miscellaneous Bolts & Wire Products;
    -- All Existing Milk Routes, including all operating
       authority issued by the FMCSA and other licenses
       and permits to operate the milk runs;
    -- Computer, Fax, Copier, Calculator;
    -- the Business Name "Chapman Transport";

for $175,000 to an unidentified buyer or to a higher bidder if one
should emerge.

Chapman Tranport, Inc., sought Chapter 11 protection (Bankr. W.D.
Pa. Case No. 05-14761) in 2005.

The Chapter 11 Trustee is represented by:

         John C. Melaragno, Esq.
         Melaragno & Placidi
         502 West Seventh Street
         Erie, PA 16502
         Telephone: (814) 459-5557


CHENIERE ENERGY: BlackRock Hikes Equity Stake to 11.19%
-------------------------------------------------------
BlackRock, Inc., disclosed that as of March 31, 2010, it may be
deemed to beneficially own 6,405,060 shares or roughly 11.19% of
the common stock of Cheniere Energy, Inc.  As of December 31,
2009, BlackRock may be deemed to beneficially own 3,241,005 shares
or roughly 5.73% of Cheniere Energy common stock.

                       About Cheniere Energy

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.

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.


CHENIERE ENERGY: Compensation Panel OKs 2010 Goals & Bonus Plan
---------------------------------------------------------------
Cheniere Energy, Inc.'s Compensation Committee on April 8, 2010,
approved the Cheniere Energy, Inc. 2010 Goals & Bonus Plan.  The
Corporate Plan under the 2010 Goals & Bonus Plan covers all
employees of the Company not designated as participants in the
Company's field operator and technician plan and is designed to
link the performance goals and bonus awards for the 2010
performance year to margin goals that are tied to short-term and
long-term contracts entered into by the Company.

A bonus pool will be generated for the 2010 performance year from
which bonuses will be paid to the participants.  The bonus pool
will be funded based on the total amount of gross margins --
defined as earnings minus direct costs (non-GAAP measure) --
generated from short-term and long-term contracts entered into by
the Company during the 2010 fiscal year.  The bonus pool will have
a minimum funding of $5,000,000, which will be increased with 12%
of any gross margin generated from short-term and long-term
contracts.  Gross margins generated from short-term contracts,
which are defined as contracts entered into for a period of less
than four years, will fund the bonus pool only to the extent that
gross margins from short-term contracts are credited to the 2010
fiscal year.  Gross margins generated from long-term contracts,
which are defined as contracts entered into for a period of four
years or more, will equal the present value of the gross margins
over the contract(s) term, applying a 15% discount rate to gross
margins in year four and beyond.

Following the 2010 performance period, the $5,000,000 Minimum
Funding and the Short-Term Component of the Bonus will be paid in
cash no later than February 28, 2011, to participants who are
employees of the Company as of such payment date.  The Long-Term
Component of the Bonus will be paid to the participants in a
combination of 50% cash and 50% equity, subject to vesting
requirements and potential cash limitations.

Each participant's cash and equity portion of the Long-Term
Component will be determined no later than February 28, 2011, and
will be paid in one-third installments.  The first installment of
the cash and equity portions of the Long-Term Component will vest
and be paid no later than February 28, 2011, to the participants
who are employees of the Company as of that date -- Initial
Vesting Date.

The second installment of the cash and equity portions of the
Long-Term Component will vest and be paid to the participants on
the first anniversary of the Initial Vesting Date, and the third
installment will vest and be paid on the second anniversary of the
Initial Vesting Date.  The total number of shares to be granted to
participants under the equity portion of the Long-Term Component
will be determined by dividing 50% of the total amount of the
Long-Term Component by the average closing price of the Company's
common stock as reported on the NYSE Amex, LLC for the month of
December 2010.

The first installment of the equity portion of the Long-Term
Component will be granted in the form of freely tradable shares of
Stock.  The second and third installments of the equity portion of
the Long-Term Component will be granted in the form of restricted
stock of the Company.  The Stock and Restricted Stock Grants will
be made from the Company's Amended and Restated 2003 Stock
Incentive Plan, as amended, or any successor plan.  In the event
the Company does not have sufficient shares of Stock in the 2003
LTIP or a successor plan at the time of grant to fund the equity
portion of the Bonus, then the Company may settle the unfunded
equity portion of the Bonus with cash.

The total annual cash Bonus payment that may be paid to all
participants is limited to $20,000,000 per year until the bonus
pool is paid.  The Company has the right to take any action as may
be necessary or appropriate to satisfy any federal, state, local
or any other tax withholding obligations as it determines are
necessary at the time payments of the Bonus are made.

                       About Cheniere Energy

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.

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.


CHENIERE ENERGY: Deal to Sell Freeport Stake Has Non-Shop Clause
----------------------------------------------------------------
Cheniere Energy, Inc., and Cheniere FLNG, L.P., a wholly owned
subsidiary of Cheniere, on April 21, 2010, entered into a Purchase
and Sale Agreement with Zachry American Infrastructure, LLC, and
Hastings Funds Management (USA), Inc., pursuant to which Cheniere
FLNG agreed to sell its 30% limited partner interest in Freeport
LNG Development, L.P., to a special purpose entity to be formed
which will be an affiliate of ZAI.

The deal has a non-shop clause.  From April 21, 2010 through the
earlier of (i) the date of Closing, (ii) the date the Purchase
Agreement is terminated or (iii) June 30, 2010, neither Cheniere
FLNG nor Cheniere may enter into an agreement, solicit any
proposals or offers, or participate in any discussions or
negotiations relating to any other similar transaction.

Pursuant to the deal, the Purchasing Entity will pay Cheniere FLNG
$108 million in cash for the Interest and in consideration of the
other agreements contained in the Purchase Agreement.  The
Purchaser may terminate the Purchase Agreement without penalty
prior to May 20, 2010 if the Purchaser determines that it is
unable to obtain capital commitments from potential investors in
the Purchasing Entity of at least $108 million for purposes of the
transaction contemplated by the Purchase Agreement.  If the
Purchaser notifies Cheniere FLNG that it is unable to obtain such
capital commitments, Cheniere FLNG may terminate the Purchase
Agreement.  Cheniere FLNG or the Purchaser may terminate the
Purchase Agreement if the other party's obligations have not been
satisfied or waived at or prior to June 30, 2010.  The Purchase
Agreement also contains other customary termination provisions.

The Closing is conditioned upon (i) the prior closing of the
purchase by the Purchasing Entity of limited partner interests in
Freeport sufficient to give the Purchasing Entity a majority of
the limited partner interests in Freeport upon the Closing, (ii)
the termination of the applicable waiting period under the Hart
Scott Rodino Antitrust Improvements Act of 1976, as amended, (iii)
the receipt of the written consents of Port Freeport, Texas and
Freeport's general partner, (iv) the execution and delivery of an
Assignment and Assumption Agreement and Waiver and Release and (v)
other customary closing conditions.

At the Closing, Cheniere and Cheniere FLNG have agreed to enter
into an Assignment and Assumption Agreement with the Purchasing
Entity.  Pursuant to the Assignment and Assumption Agreement,
Cheniere FLNG will assign the Interest to the Purchasing Entity.
In addition, Cheniere and Cheniere FLNG will, on their own behalf
and on behalf of their affiliates, assign to the Purchasing Entity
any and all claims they may have against Freeport, Freeport LNG
Investments, LLLP, the general partner of Freeport and Michael S.
Smith, other than any claims they may have against Freeport, any
of its subsidiaries and the general partner of Freeport, or any of
them, with respect to the Settlement Agreement, dated June 14,
2001, between Cheniere and Crest Investment Company and certain
related agreements.

The parties have agreed that, after the Closing, they will
indemnify each other for breaches of representations, warranties
and covenants; provided, however that, with limited exceptions,
the indemnification obligations of each of Cheniere FLNG and the
Purchasing Entity will not exceed $25 million in the aggregate.

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

                       About Cheniere Energy

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.

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.


CHINA RUNJI: Earns $84,918 in Q2 Ended February 28
--------------------------------------------------
China Runji Cement Inc. filed its quarterly report on Form 10-Q,
showing net income of $84,918 on $11,667,963 of revenue for the
three months ended February 28, 2010, compared with net income of
$744,473 on $9,290,749 of revenue for the same period of 2009.

The Company's balance sheet as of February 28, 2010, showed
$81,229,447 in assets, $54,022,605 of debts, and $27,206,842 of
stockholders' equity.

"The Company had a working capital deficiency of $35,019,288 as of
February 28, 2010.  This factor raises substantial doubt about the
ability of the Company to continue as a going concern."

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

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

Based in Chao Hu City, An Hui Province, People's Republic of
China, China Runji Cement Inc. was incorporated as FitMedia Inc.
on August 30, 2004.  Through its ownership of Anhiu Province Runji
Cement Co., Ltd. -- http://www.chinarunji.com/--  a corporation
organized under the laws of the People's Republic of China, the
Company is a producer and distributor of cement, primarily in An
Hui Province of central China and neighboring locations.  Anhui
Runji is located in Xianzong Town, Hanshan County, An Hui
Province.


CHINA VOIP: December 31 Balance Sheet Upside-Down by $3.6 Million
-----------------------------------------------------------------
China VoIP & Digital Telecom Inc. filed on April 14, 2010, its
annual report on Form 10-K for the year ended December 31, 2009.

The Company's balance sheet at December 31, 2009, showed
$6,334,561 in assets and $9,926,845 of debts, for a stockholders'
deficit of $3,592,284.

The Company reported a net loss of $7,682,890 on $1,284,768 of
revenue for 2009, compared with net income of $2,438,162 on
$2,634,179 of revenue for 2008.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's significant
operating losses and insufficient capital.

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

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

Based in Jihan, China, China VoIP & Digital Telecom, Inc.,
formerly known as Crawford Lake Mining, Inc., is a developer of
computer software and hardware and digital video pictures system
and a developer of computer network and network audio devices,
parts and low value consumables.  After completing the acquisition
of Beijing PowerUnique Technologies Co., Ltd. in 2008, the Company
was focusing on the Voice over Internet Phone, information
security and virtualization technology related business.


CIMAREX ENERGY: S&P Affirms Corporate Credit Rating at 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and other ratings on exploration and production company
Cimarex Energy Co.  At the same time, S&P revised the outlook to
positive from stable.

"The positive outlook reflects the potential for a ratings upgrade
if Cimarex can maintain its historically above-average financial
performance in the face of a potentially prolonged period of low
natural gas prices (natural gas accounted for around 70% of
fourth-quarter 2009 production)," said Standard & Poor's credit
analyst Paul Harvey.  Additionally, S&P expects Cimarex to
continue to increase its liquids production as a buffer to
uncertain natural gas prices.  S&P would consider revising the
outlook back to stable if the company pursues a more aggressive
financial policy, or if its liquid-rich Cana-Woodford play, which
has helped offset lower natural gas prices, exhibits poor
production growth.

Cimarex's competitive operating costs and modest debt leverage
provide comfort that its liquidity and financial measures will
remain above average should natural gas prices stay low for an
extended period.  During the quarter ended June 30, 2009,
annualized funds from operations to debt exceeded 60% despite
realized natural gas prices of $3.48 per thousands of cubic feet.
Additionally, the company's good liquidity and low debt leverage
allow it room to modestly outspend cash flows if needed.
Nevertheless, S&P acknowledge Cimarex's weaker business risk
relative to 'BB+' rated issuers Southwestern Energy Co., Newfield
Exploration Co., and Pioneer Natural Resources Co., who have a
greater scale of operations.  As a result, S&P expects Cimarex's
financial measures will consistently exceed those typical for the
'BB' category, with adjusted debt leverage below 2x and adjusted
FFO to debt above 50%.

The ratings on Denver-based Cimarex Energy Co. reflect the
company's position as a midsize E&P company in the volatile and
capital-intensive oil and natural gas industry, a moderate reserve
life, and good operating performance.  Ratings also reflect the
company's consistently strong financial measures, which mitigate
its lack of scale relative to larger peers.

The positive outlook reflects the potential for a ratings upgrade
over the next 6 to 12 months.  S&P expects Cimarex to maintain
very conservative financial measures such as debt leverage of
around 1x to 1.5x, while continuing to expand its liquids
production as a buffer to weak natural gas price fundamentals.
S&P could stabilize ratings if Cimarex were to pursue a more
aggressive financial policy such that debt leverage exceeds 1.5x
with no near-term remedy.


CINEMARK INC: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Cinemark, Inc.'s ratings,
including its B1 corporate family and probability of default
ratings, and SGL-1 speculative grade liquidity rating.  The
exisitng Ba3 senior secured bank debt and B3 senior unsecured bond
ratings for Cinemark USA, Inc., were also affirmed.  The rating
outlook remains positive.

As a consequence of Cinemark's gradually improving operational
performance, the company's leverage and coverage measures have
also been gradually improving.  When considered in conjunction
with a solid liquidity position anchored by a substantial cash
balance that could facilitate near-term debt reduction, or
alternatively, the acquisition of additional cinema operations
that would presumably strengthen the business, Moody's continue to
maintain a positive rating outlook.  This is despite limited free
cash generation, a consequence of ongoing growth initiatives and a
dividend that consumes +/- 20% of (unadjusted) EBITDA.

The combination of a $438 million cash balance, a substantially
unused $150 million revolving credit facility, a lack of financial
covenant compliance concerns, no near-term debt maturities, and
some assets that could be divested to generate cash, cause
liquidity to be assessed as being very good, i.e. SGL-1.

In a purely administrative matter, immediately subsequent to being
affirmed, the company's Corporate Family Rating, Probability of
Default Rating (PDR) and Speculative Grade Liquidity (SGL) Rating
were moved to Cinemark USA, Inc., from Cinemark, Inc.; a
conforming change was also made to the rating outlook.  A minor
change to a loss given default assessment caused by changes in the
company's liability structure was also processed.

Ratings and Outlook Actions:

Assigned to Cinemark USA, Inc.; Withdrawn from Cinemark, Inc.

  -- Corporate Family Rating, Unchanged at B1
  -- Probability of Default Rating, Unchanged at B1
  -- Speculative Grade Liquidity Rating, Unchanged at SGL-1
  -- Outlook, Unchanged at Positive

Issuer: Cinemark USA, Inc.

  -- Senior Secured Bank Credit Facility, Unchanged at Ba3 (LGD3,
     31%)

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at B3,
     with the loss given default assessment revised to LGD5, 85%
     from LGD5, 84%

Moody's most recent rating action concerning Cinemark was taken on
February 17, 2010, at which time the company's amended and
extended senior secured credit facility was rated Ba3.
Ratings in the Cinemark corporate family were assigned by
evaluating factors Moody's believes 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 Cinemark's core industry and
Cinemark's ratings are believed to be comparable to those of other
issuers of similar credit risk.

Cinemark Holdings, Inc., which owns Cinemark, Inc., and
(indirectly) Cinemark USA, Inc. and is headquartered in Plano,
Texas, is the United States' third largest motion picture
exhibitor with 294 theaters and 3,830 screens in 39 states, and
internationally (in 13 countries), mainly in Mexico, South and
Central America, with a further 130 theaters and 1,066 screens.


CIT GROUP: Posts Profit in First Post-Bankruptcy Quarter
--------------------------------------------------------
David Henry at Bloomberg News reports that CIT Group Inc. posted a
surprise profit in its first full quarter since emerging from
bankruptcy.  CEO John A. Thain told investors during a conference
call that credit losses are easing and that CIT is pushing ahead
with plans to cut funding costs and use its banking unit to make
more loans.  CIT had a first quarter profit of $97 million, or 49
cents a share.  The average projection of four analysts surveyed
by Bloomberg was a loss of 25 cents a share.

                           About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.


COACHMEN INDUSTRIES: Urges Shareholders to Reject GAMCO Nominees
----------------------------------------------------------------
The Board of Directors of Coachmen Industries, Inc., is urging
shareholders to reject the nominees of Mario J. Gabelli and GAMCO
Investors, Inc., to the Company's board at the 2010 Annual
Meeting.  The Board says the GAMCO nominees neither fill needs of
the Company, nor meet the requirements and procedures of the
Company's Governance Guidelines.

GAMCO is seeking the appointment of Glenn J. Angiolillo, Avrum
Gray and Robert S. Prather, Jr., to serve as Company directors.
The Company is pushing for the appointment of Robert Deputy, Edwin
Miller, and Richard Lavers.

GAMCO holds 1,697,719 Company shares, representing 10.49% of the
16,189,322 shares outstanding.

A full-text copy of GAMCO's proxy statement is available at no
charge at http://ResearchArchives.com/t/s?60cb

GAMCO's proxy states that "Mario Gabelli, questioned why the
Company entered into financing [with HIG] and why the Company did
not reach out to certain shareholders to consider other
alternatives."  The Board says the Company did reach out to major
shareholders specifically for this purpose on numerous occasions,
both directly and through an investment banking firm, before
entering into the HIG transaction.  According to the Board, the
Company reached out to Mr. Gabelli who suggested a rights
offering, but then refused to back it.  Then it was GAMCO, Mr.
Gabelli's fund, that led the fight to prevent shareholder
authorization to issue preferred shares at the 2009 annual meeting
as an alternative to the HIG financing, that would have permitted
shareholders to avoid dilution of their interests by participating
in a preferred stock offering.  GAMCO and Mr. Gabelli not only
failed to help in the Company's fund raising efforts, they
obstructed the Company's ability to avoid dilution of the
shareholders.

The Coachmen Board seeks members who "have an ability to
contribute an important aspect to the Company's business," with
"experiences that would be valuable to the Company in the
implementation of its strategies."  The Board said that while all
of the nominees are accomplished businessmen, none of them has any
apparent familiarity with the Company's core business, housing, or
the Company's secondary business, specialty vehicles.  Only one of
them adds to a competency that has been identified as a need by
the Governance Committee, Mr. Prather, who has extensive
experience in media, as the Company is considering a larger effort
in advertising.  The current Board has more than enough legal
talent and the Company sees no need for a "wealth management
advisor."

To avoid the expense and distraction of the proxy fight, and to
provide the communication channel GAMCO has publicly stated is one
of the reasons for nominating this slate, the Chairman of the
Board attempted to discuss with GAMCO the alternative of
appointing of one of the nominees to the Board, but GAMCO
responded that "it is too late for that."

"We fail to see why that is the case if communication is the real
issue," the Board said.

Mr. Deputy is the second largest individual shareholder of the
Company, with long term holdings acquired well above the current
market value.  It is difficult to imagine anybody more committed
or incented to retain shareholder value than one of the largest
individual shareholders.  Mr. Deputy loaned the Company $2 million
when it was in desperate financial straits last May.  Mr. Deputy
also has an unparalleled understanding of the environment in which
the specialty vehicle business operates in Elkhart County,
experience in the housing industry derived both from years of
association with All American Homes and as a former Director of
Schult Homes Corporation, experience as the Chief Executive
Officer of a manufacturing company offering high-end consumer
durables, and political contacts within the State of Indiana that
are very valuable to the Company.

Mr. Miller is the Chairman of the Audit Committee.  This is not a
post that should be interrupted mid-term without transition
planning, or in the midst of the challenges of a deep recession.
As the former Treasurer of Eli Lilly, headquartered in
Indianapolis, and currently the CEO of a private investment firm,
Mr. Miller provides extensive finance, accounting, audit and
equity market expertise to the Board.

Mr. Lavers is the only "insider' and member of management on the
Board.  As the Company's CEO with a 13 year history with the
Company, there is nobody on the Board that has the depth of
understanding of the Company's operations and challenges as does
Mr. Lavers. He led the restructuring of the Company in 2007 that
resulted in 2008, one year after taking the helm, in the most
profitable first quarter the Company had experienced in 12 years.
Mr. Lavers engineered the transition of the Housing Group into
major projects, which has allowed the Company to survive the most
severe downturn in the single family homes markets in over 70
years. He has continuously reduced the Company's costs of
operations, and, in the midst of the recession, he transformed the
Specialty Vehicles Group into a profitable business segment
through the joint venture for the ARBOC Mobility bus.

                     About Coachmen Industries

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

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

                        *     *     *

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


COACHMEN INDUSTRIES: Says Sales Up 90% to $21.5MM in Q1
-------------------------------------------------------
Coachmen Industries Inc. reported preliminary highlights of its
results for the first quarter of 2010 ending March 31, 2010.  The
company said it plans to issue a complete earnings release and
file the first quarter 10-Q in early May.

The company said net sales from continuing operations for the
first quarter of 2010 were $21.5 million compared to $11.3 million
reported for the same period in 2009, an increase of 90%.  Gross
profits for the quarter were $1.2 million or 5.6% of revenues,
compared to a negative gross profit of $2.1 of revenues for the
first quarter of 2009.  Preliminary results indicate compliance
with the revised HIG debt covenants for the three months ended
March 31, 2010.

Net sales of the Company's Housing Group totaled $14.2 million for
the first quarter of 2010 compared to $10.2 million reported for
the same period in 2009, an increase of 39.2%.  Net sales of the
Company's Specialty Vehicle Group totaled $7.3 million for the
first quarter of 2010 compared to $1.1 million for the same period
in 2009.

Unrestricted cash on hand at March 31, 2010 totaled $5.1 million
compared to $6.4 million on hand at December 31, 2009, while
restricted cash totaled $14.3 million at March 31, 2010 compared
to $14.8 million at December 31, 2009.

"We are pleased with the year over year improvement in sales for
both of our operating segments.  Nonetheless, the Housing Group
customers continued to face financing constraints, which delayed a
number of single family homes and major projects we had hoped to
close in the quarter," commented Richard M. Lavers, President and
Chief Executive Officer.  "There was increased traffic at our
builders, our home stores and on our website, which are
encouraging signs. We have also begun production of the large
apartment project in Iowa, which was previously announced. Also
encouraging are the sales of our Specialty Vehicle Group for the
first quarter.  We expect that this segment of our business will
continue to grow during 2010," stated Lavers.

"Due to the conversion to a new software management system during
the quarter which caused additional time to finalize the close
process, we intend to issue a complete earnings release and file
the first quarter 10-Q in early May," said Colleen A. Zuhl, Chief
Financial Officer.

                     About Coachmen Industries

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

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

                        *     *     *

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


COLTS RUN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Colts Run, LLC
        100 North Field Drive, Suite 110
        Lake Forest, IL 60045

Bankruptcy Case No.: 10-18071

Chapter 11 Petition Date: April 23, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: David K. Welch, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

The petition was signed by Ivan Djurin, manager..

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Sherwin Williams                                 $8,095
Store 1261

Assurance Agency, Ltd.                           $7,478

Ellis Painting                                   $5,135

HD Supply Facilities                             $5,103

Rite Rug Company, Inc.                           $5,077

For Rent Magazine                                $4,276

Apartment Finder                                 $2,612

Wilmar Industries, Inc.                          $2,414

Assurance Health                                 $1,844

Apartments.com                                   $1,230

Sherwin Williams                                 $928
Store 1261

Hassan Reda                                      $916

Cort Furniture Rental                            $830

Rent.Com/Payment Center                          $778

Lowes Commercial Services                        $589

ABCO Carpet Cleaning                             $550

Okolona Pest Control, Inc.                       $480

Illustratus                                      $416

Windstream                                       $390

Office Depot, Inc.                               $370

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Berkley Manor Apartments               09-41895    11/04/09
Limited Partnership

Ventana Hills Associates, Ltd.         09-41755    11/03/09


CONTINENTAL AIRLINES: PBGC Claim Adds Wrinkle to Merger Talks
-------------------------------------------------------------
The Wall Street Journal's Susan Carey and Gina Chon report that a
$500 million contingent liability that UAL Corp. would have to pay
the Pension Benefit Guaranty Corp. if a merger deal gets done, has
added to the impasse between UAL and Continental Airlines Inc.

The Journal explains the payment would kick in if the two carriers
merged and together threw off more than $3.5 billion in annual
earnings before interest, taxes, depreciation and aircraft rent.
According to the Journal, the liability dates to 2005, when United
terminated its four underfunded employee pension plans in
bankruptcy, and the PBGC took over the plans.  In exchange, the
PBGC received $1.5 billion in notes and convertible stock in the
reorganized UAL, which left court protection in early 2006.

According to the Journal, citing filings with the Securities and
Exchange Commission, if UAL were to trigger the $3.5 billion
earnings threshold in any trailing 12-month period beginning last
Dec. 31 and going through 2017, UAL is obligated to issue to the
PBGC $500 million of 8% contingent senior notes in eight equal
semi-annual payments of $62.5 million.

The Journal relates that one person familiar with the matter said
this wrinkle has now become part of the dispute over the share
price in the stock swap.

The Journal, citing people familiar with the details, notes that
Continental wants its shareholders to be paid with UAL shares
valued at their average price in the 30-day period before April 7,
when UAL stock started to rise over news reports that it was in
merger talks with US Airways Group Inc. United wants to use the
price of its shares the day before a merger deal is signed.

Sources told the Journal the parties have continued due diligence.

The Journal notes UAL shares fell 3.6% Monday to $22.17, while
Continental stock rose 5% to $23.13.  According to the Journal,
Continental's stock didn't start to rise until news leaked that it
began merger talks with United less than two weeks ago.

As reported by the Troubled Company Reporter last week, US Airways
withdrew from its own merger talks with United.

Sources have 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.

                  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.


CSA ESCROW: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned prospective ratings to CSA
Escrow Corporation a wholly-owned indirect subsidiary of Cooper-
Standard Automotive Inc. that was formed to implement the
emergence financing for Cooper-Standard and is not part of the
company's bankruptcy estate.

The ratings include -- Corporate Family Rating, (P)B1; Probability
of Default, (P)B1; senior unsecured note (P)B2.  The rating
outlook is stable.  The proceeds of the senior unsecured notes, a
common equity and preferred equity rights offering totaling
$355 million, along with cash on hand, will be used to repay
Cooper-Standard's debtor-in-possession facility, senior secured
pre-petition claims, a portion of the pre-petition senior notes
due in cash, and other bankruptcy related claims and expenses.

The Escrow Issuer will deposit the gross proceeds of the note
offering into a segregated escrow account until the earlier of the
date that certain escrow release conditions are satisfied and
Cooper-Standard emerges from Chapter 11 protection or a special
mandatory redemption event for the notes occurs in which case the
proceeds will be refunded to creditors.  If the escrow release
conditions are satisfied, the Escrow Issuer will merge with and
into Cooper-Standard Automotive Inc., with Cooper-Standard
Automotive Inc. as the surviving entity.  Upon the consummation of
the merger, Cooper-Standard Automotive Inc. will assume all of the
obligations of the Escrow Issuer and the guarantees of the
guarantors under the unsecured notes will become effective.
Because of the conditional nature of the transaction, the ratings
have been assigned on a prospective basis; if the transaction
closes as anticipated the ratings will be affirmed and the
provisional designation will be removed.  At that time Moody's
would also assign a Speculative Grade Liquidity rating to the
company, which is likely to be SGL-3 given the currently
anticipated adequate liquidity profile of the company.

The (P)B1 Corporate Family Rating reflects the company's
significantly de-leveraged capital structure that will result upon
emergence from bankruptcy reorganization and the prospects for
renewed profitability from the company's automotive parts
operations.  The bankruptcy reorganization is expected to reduce
prepetition debt levels by approximately $645 million (or 57%) and
provide the company with a debt structure that can be more readily
serviced from its operating earnings and cash flow.  The reduction
in interest expense and the elimination of major amortization
requirements will create a greater degree of operating
flexibility, enable the company to fund working capital needs, and
reinvestment in plant and equipment as global automotive
production levels recover during 2010.

Despite the bankruptcy filing, Moody's believes that Cooper-
Standard has made ongoing product investments and continues to be
viewed as a key supplier to major auto OEM's.  The company
maintains leading market positions in its fluid handling and
vehicle sealing systems businesses and continues to be successful
in winning net new business.  During Chapter 11, Cooper Standard
focused its efforts on a financial restructuring, as operating
restructuring actions were completed in the years prior to the
bankruptcy filing.  These actions included plant closures,
headcount reductions, and moving production capacity to low cost
countries, which facilitated the company's gross margins improving
to about 16% in the fourth quarter of 2009 compared to 7.4% in the
fourth quarter of 2008.

Cooper-Standard's worldwide revenue growth will be challenged by
its exposure to European auto sales (approximately 40% of
revenues); Moody's expects recovery of the European auto market to
lag other regions in 2010 as a result of the pull ahead effect of
government-sponsored vehicle scrappage programs in 2009.  In
addition, Cooper-Standard will continue to have a large revenue
exposure to the Detroit-3 with Ford at 35% of sales, GM at 16%,
and Chrysler at 6%.  This concentration exposes the company to the
risks of additional operational restructuring, platform
discontinuance, and market share changes at these customers.

The stable outlook incorporates Cooper-Standard's dramatically
reduced debt levels upon emergence from Chapter 11, an expected
improvement in North American automotive production (about 47% of
revenues) over 2009, and improvements in the company's cost
structure.  These factors should support the assigned rating over
the intermediate-term.  There remains a number of challenges
facing the company, including expected regional production
pressure in Europe, increasing raw material costs, and ongoing
restructuring requirements.  Cooper-Standard's operations outside
of Europe, and continued ability to develop savings from
restructuring actions and operating efficiencies are expected to
help mitigate these challenges.  The company's EBIT/interest
(including Moody's standard adjustments) is expected to
approximate 2.0x in 2010 on a pro-forma basis.

Cooper-Standard is anticipated to have an adequate liquidity
profile following its emergence from bankruptcy.  The company is
projected to emerge with about $47.3 million of cash on hand.
However, Moody's expects the company to be modestly cash flow
negative over the near-term as a result of increasing working
capital needs and capital expenditures to support growth.  The new
capital structure will benefit from the lack of amortization
requirements over the next twelve months.  Upon emergence, Cooper-
Standard's $125 million asset based revolving credit facility is
expected to have about $15 million of borrowings with about
$34.7 million of LCs outstanding.  While modest in size, the
facility is expected to be largely unfunded over the near term.
The primary financial covenant under the asset based revolver will
be a springing fixed charge covenant of 1.1 to 1 when availability
falls below the greater of $18.75MM or 15% of the facility
commitment.  The unsecured note will not have financial covenants,
providing ample operating flexibility.  Alternate liquidity will
be limited by debt incurrence covenants under the notes.  The
Indenture will contain a customary negative pledge covenant which
would prohibit liens, other than Permitted Liens (which include
the asset based revolving credit faculty and other exceptions),
unless the Notes are equally and ratably secured.

These ratings were assigned:

CSA Escrow Corporation -- formed to facilitate financing for the
emergence of Cooper-Standard Automotive Inc. from Chapter 11
protection:

* Corporate Family Rating, (P)B1;

* Probability of Default, (P)B1;

* (P)B2 (LGD4, 58%), for the $450 million senior unsecured notes
  due 2018

The $125 million asset based revolving credit facility is not
rated by Moody's.

Cooper-Standard Automotive Inc., headquartered in Novi, Michigan,
is a leading global supplier of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and anti-vibration systems.  Cooper-Standard
Automotive employs approximately 16,000 people globally and
operates in 18 countries around the world.  The company had net
sales of $1.9 billion in 2009.


DANIEL JIMENEZ: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Daniel Jimenez
        6246 W 35th Ave
        Wheat Ridge, CO 80033-6407

Bankruptcy Case No.: 10-19701

Chapter 11 Petition Date: April 23, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Harvey Sender, Esq.
                  1660 Lincoln St., Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: Sendertrustee@sendwass.com

Scheduled Assets: $2,555,409

Scheduled Debts: $14,736,203

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob10-19701.pdf

The petition was signed by Daniel Jimenez.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Jeffrey Laws                           10-19606    04/23/10


DANNY'S SAN TAN: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Danny's San Tan, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,000,000
  B. Personal Property            $1,187,521
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,680,851
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $227,607
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $325,262
                                 -----------      -----------
        TOTAL                     $8,187,521       $9,233,720

Scottsdale, Arizona-based Danny's San Tan, LLC, filed for Chapter
11 bankruptcy protection on March 3, 2010 (Bankr. D. Ariz. Case
No. 10-05585).  Bert L. Roos, Esq., who has an office in Phoenix,
Arizona, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.

The Company's affiliates -- Danny's Tempe, LLC, and Danny's
Crossroads, LLC -- filed also Chapter 11 petitions.


DARIO VIVAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Dario Vivan
               Heidi Vivan
               627 Harvest Lane
               Saint Helena, CA 94574

Bankruptcy Case No.: 10-11445

Chapter 11 Petition Date: April 22, 2010

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

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $2,065,776

Scheduled Debts: $4,263,075

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb10-11445.pdf

The petition was signed by Dario Vivan and Heidi Vivan.


DENNY'S CORP: Dissident Group Refutes "Good" Franchisee Relations
-----------------------------------------------------------------
The Committee to Enhance Denny's has posted on
http://www.enhancedennys.com/two scathing letters to Denny's
Corporation from the Denny's Franchisee Association dated
March 30, 2009 and November 11, 2009.  The Committee says the
letters detail the reasons for the DFA's "unanimous lack of
confidence" in Denny's management.  The DFA letters are available
at:

                 http://tinyurl.com/y2guylo
                 http://tinyurl.com/y5kpw75

As reported by the Troubled Company Reporter on April 16, 2010,
Denny's said its management has the support of the Company's
franchisees.  Denny's has released a letter from Craig Barber,
Chairman of the Denny's Franchisee Association, to Debra Smithart-
Oglesby, Denny's Chair, regarding certain claims made by a group
of dissident stockholders currently waging a proxy contest against
the Company.  According to Denny's, the letter from Mr. Barber, on
behalf of the DFA, refutes the claims of the dissident group that
Denny's management has not been responsive to its franchisees and
specifically expresses its desire to continue working with the
current Board and Company leadership team to continue the
improvements that have been achieved in the brand's performance.

On April 23, Denny's made public a copy of Ms. Smithart-Oglesby's
letter to all franchisees.  Ms. Smithart-Oglesby wrote, "The
Denny's Board . . . has retained their primary focus on the great
Denny's Brand, the long term health of each restaurant within the
Brand and positive growth for our Brand.  As a result of
communications over the last year, and our direct work with DFA
leaders and other franchisees since November, our Board hears and
understands your perspectives and concerns."

Ms. Smithart-Oglesby also wrote, "We believe changes beginning in
November have created the right processes and protocols that are
healthy, inclusive, productive and workable for years to come.  We
are committed to effective processes of franchise inclusion in the
future."

A full-text copy of Ms. Smithart-Oglesby's letter is available at
no charge at http://ResearchArchives.com/t/s?60b3

In a company presentation filed with the Securities and Exchange
Commission on April 19, Denny's said the dissident group's agenda
is bad for stockholders and that the dissidents' motives are not
aligned with stockholder long-term interests.  Denny's also
accused the dissidents of misrepresenting facts and not offering
any new ideas.

A full-text copy of Denny's presentation slides is available at no
charge at http://ResearchArchives.com/t/s?60b4

Last week, the Committee to Enhance Denny's said it strongly
believes that the strained relationships with the Company's
franchisees cannot be repaired without a significant and
sustainable turnaround in guest traffic and sales trends.  The
Committee believes the letters speak for themselves and encourages
Denny's shareholders to read the letters and exhibits carefully
and to form their own conclusions.

The Committee reiterated that if its nominees are elected at the
2010 annual meeting, they would seek to establish a consistent and
constructive dialogue with Denny's franchisees and take all other
actions necessary to improve sales and enhance the Denny's brand.

                   Committee to Enhance Denny's

The dissident stockholders have formed a group called, "The
Committee to Enhance Denny's" headed by Oak Street Capital
Management, LLC, and Dash Acquisitions LLC.  The group owns
approximately 6.3% of the outstanding shares of Denny's.  The
Committee is seeking to elect three director nominees -- Patrick
Arbor, Jonathan Dash and David Makula -- to the Denny's board of
directors at the 2010 Annual Meeting of Shareholders to be held on
May 19, 2010.  The group has created a Web site --
http://www.enhancedennys.com-- to serve as a forum to share the
group's concerns regarding Denny's and to present its nominees'
plans to create value for all shareholders.

A full-text copy of committee's information sheet and letter to
shareholders is available at no charge at:

               http://ResearchArchives.com/t/s?6017

The Company reported a net income of $41.5 million on
$608.1 million of total operating revenue for the fiscal year
ended December 30, 2009, compared with $12.7 million net income on
$760.2 million total operating revenue in fiscal 2008.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service family restaurant chains, consisting of 1,289
franchised and licensed units and 256 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

Denny's reported total assets of $312.627 million against
$440.125 million in total liabilities, resulting in
$127.498 million shareholders' deficit, as of December 30.  The
December 30 balance sheet showed strained liquidity: The Company
had total current assets of $58.345 million against
$92.108 million in total current liabilities.


DISBROW CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Disbrow Corporation, The
        8412 Sabal Industrial Blvd
        Tampa, FL 33619-1327

Bankruptcy Case No.: 10-09504

Chapter 11 Petition Date: April 23, 2010

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

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Panzarella, Thanasides & Eleff
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: rich@mcintyrefirm.com

Scheduled Assets: $2,085,764

Scheduled Debts: $2,140,396

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by John Disbrow, president.


DOYLE HEATON: Plan Provides for 26% Recovery for Unsecureds
-----------------------------------------------------------
Doyle D. Heaton and Mary K. Heaton filed with the U.S. Bankruptcy
Court for the Northern District of California a Disclosure
Statement explaining their proposed Plan of Liquidation.

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

According to the Disclosure Statement, the Plan proposes to
maximize recoveries at the development entities.  In order to
maximize value for all constituents, the Plan contemplates that
the Debtors' assets -- the estate assets -- will be administered
by the Debtors for the benefit of creditors under the supervision
of a Plan Representative.

The Debtors estimate having potential unsecured liabilities that
aggregate nearly $120 million.  The Debtors believe that the
pool of unsecured claims asserted against the estate will be
significantly reduced by virtue of value recovered from the assets
of the development entities, but deficiencies are likely to
remain.  Under the Plan, the Debtors project that the unsecured
creditor pool can be reduced to approximately $12 million.

The Plan also incorporates and implements a settlement with Wells
Fargo Bank, N.A.

The alternative approach would be to surrender the assets of the
development entities to applicable secured creditors who would
then likely foreclose on their collateral and dispose of these
assets.

                      Treatment of Claims

   Class                       Estimated Percentage Recovery
   -----                       -----------------------------

1 - Priority Non-Tax Claims                          100%
2 - Truckee Property Secured Claims ($271,519)       100%
3 - Bank of Marin Secured Claims
    ($298,857)
    ($579,167)
4 - Heritage Bank Secured Claims
    ($2,435,000)
      ($787,000)                                      100%
5 - Miscellaneous Secured Claims
    ($7,415,002)
6 - Wells Fargo Claim (up to $70,439,071)             N/A
7 - General Unsecured Claim
    ($118,661,304)                                     26%
8 - Interests                                         N/A

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

The Debtors are represented by:

     Debra I. Grassgreen, Esq.
     Maxim B. Litvak, Esq.
     PACHULSKI STANG ZIEHL & JONES, LLP
     150 California Street, 15th Floor
     San Francisco, California 94111-4500
     Tel: (415) 263-7000
     Fax: (415) 263-7010

                    About Doyle and Mary Heaton

Pleasant Hill, California-based Doyle D. Heaton and Mary K. Heaton
filed for Chapter 11 protection on January 11, 2010 (Bankr. N.D.
Calif. Case No. 10-40297).  Maxim B. Litvak, Esq., at Pachulski,
Stang, Ziehl and Jones, assists the Debtors in their restructuring
efforts.


DUANE READE: Closes Walgreens Deal & Terminates Credit Pact
-----------------------------------------------------------
Duane Reade Holdings, Inc., Duane Reade Shareholders, LLC, an
affiliate of Oak Hill Capital Partners, L.P., certain other
sellers party thereto, and Walgreen Co., are parties to an Amended
and Restated Securities Purchase Agreement effective as of
February 17, 2010.

The Troubled Company Reporter reported on February 19, 2010, that
Walgreen Co. and Duane Reade Holdings, Inc., signed a definitive
agreement under which Walgreens will acquire Duane Reade from
affiliates of Oak Hill Capital Partners in a cash transaction for
a total enterprise value of $1.075 billion, which includes the
assumption of debt.  The transaction is subject to customary
conditions, including receiving regulatory approvals and would
include all 257 Duane Reade stores located in the New York City
metropolitan area, as well as the corporate office and two
distribution centers.  Walgreens will fund the purchase with
existing cash and anticipates the transaction will close in its
current fiscal year, which ends Aug. 31.

In connection with the consummation of the transactions
contemplated by the Securities Purchase Agreement, Duane Reade, a
wholly owned subsidiary of the Company, terminated its Credit
Agreement, dated as of July 21, 2003, as amended, modified or
supplemented from time to time, by and among Duane Reade and
certain of its affiliates, Bank of America, N.A., as
administrative agent, and the lenders from time to time party
thereto, and repaid in full, without premium or penalty (other
than customary LIBOR breakage costs, if any), all outstanding
obligations thereunder, other than certain outstanding letters of
credit with an aggregate face amount of approximately
$7.35 million, which letters of credit will remain outstanding and
be deemed to have been issued by Bank of America, N.A., as an
issuing bank under an existing credit facility of Walgreens with
Bank of America, N.A.

On April 12, 2010, Duane Reade and Duane Reade Inc. discharged:

   (a) the indenture, dated as of August 7, 2009, by and among
       Duane Reade, Duane Reade Inc., the Company, the guarantors
       named therein and U.S. Bank National Association, as
       Trustee, providing for the issuance of the 11.75% Senior
       Secured Notes due 2015, as to all outstanding Secured Notes
       under that indenture, and

   (b) the indenture, dated as of July 30, 2004, by and among
       Duane Reade Inc., Duane Reade and U.S. Bank National
       Association, as Trustee, providing for the issuance of the
       9.75% Senior Subordinated Notes due 2011, as to
       Subordinated Notes issued under that indenture,

in each case by depositing with the Trustee for that indenture
amounts sufficient to pay and discharge the entire indebtedness on
the Secured Notes and the Subordinated Notes -- including a make-
whole payment of approximately $82 million in respect of the
Secured Notes and a redemption penalty of approximately
$1.2 million in respect of the Subordinated Notes.  The Secured
Notes and Subordinated Notes, along with Duane Reade Inc.'s Senior
Convertible Notes due 2022, are to be redeemed on May 10, 2010.

As a result of the Transactions, Walgreens has acquired control of
the Company from affiliates of Oak Hill Capital Partners, L.P.  As
of the Closing, Walgreens beneficially owns 100% of the issued and
outstanding common and preferred stock of the Company.

In connection with the Transactions, and effective as of the
Closing, Tyler Wolfram, Michael S. Green and John P. Malfettone
each resigned from the Company's Board of Directors.  In tendering
their resignations, Mr. Wolfram, Mr. Green and Mr. Malfettone did
not express any disagreement with the Company on any matter
relating to its operations, policies or practices.

Effective as of the Closing, as approved by resolutions of the
Company's Board of Directors, the number of directors on the
Company's Board of Directors was reduced from four to three and
Rick J. Hans and Robert Silverman were appointed to the Company's
Board of Directors.

                        About Duane Reade

Based in New York City, Duane Reade Holdings Inc.
-- http://www.duanereade.com/-- was the largest drugstore chain
in New York City.  As of December 26, 2009, the Company operated
257 stores.  Walgreens has acquired control of the Company from
affiliates of Oak Hill Capital Partners, L.P.  As of the Closing,
Walgreens beneficially owns 100% of the issued and outstanding
common and preferred stock of the Company.

The Troubled Company Reporter on March 30, 2010, reported that the
Company's balance sheet as of December 26, 2009, showed
$752.1 million in assets and $978.8 million of debts, for a
stockholders' deficit of $226.7 million.


ELITE LANDINGS: Plan Proposes Liquidation of Sun Country Air
------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota will consider at a hearing on May 12, 2010,
approval of a Disclosure Statement explaining Elite Landings, LLC,
and Petters Aviation LLC's proposed Plan of Liquidation.  The
hearing will be held at 9:30 a.m., in Courtroom 8 West, U.S.
Courthouse, 300 South Fourth Street, Minneapolis, Minnesota.
Objections, if any, are due seven days prior to the hearing date.

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

According to the Disclosure Statement, the Plan proposes to deal
with the assets, liabilities and ownership interests of each
Debtor separately.  The assets of each Debtor to be liquidated are
claims against MN Airlines, LLC, dba Sun Country Airlines, which
is also a debtor-in-possession under Chapter 11 of the U.S.
Bankruptcy Code, its parent, MN Airline Holdings, Inc., which is a
debtor-in-possession under Chapter 11 of the Bankruptcy Code, and
claims against various other entities, which are either in
bankruptcy or in receivership that were at one time within the
business ambit of Thomas Petters.

It is expected that many of these claims will be contested.  The
plan provides for interim distributions where appropriate.
Unsecured creditors holding allowed claims will receive
distributions based on the resolution and the liquidation of the
assets of each Debtor.

The source of payments will be proceeds of liquidation of the
assets of the Debtors.

                        Treatment of Claims

   Class                                    Treatment
   -----                                    ---------
1 - Priority Claims              Will be paid in full, in cash.

2 - Secured Claim of Chase       The claim was satisfied by sale
    Equipment leasing            of the aircraft and receipt of
                                 the proceeds. Any deficiency will
                                 treated as a general unsecured
                                 claim in Class 8.

3 - Secured Claim of MinnWest    The Plan did not provide for the
    Bank Metro Champlin          estimated percentage recovery by
                                 holders of MinnWest claim.

4 - Secured Claim of Priester    The Plan did not provide for the
    Aviation, LLC                estimated percentage recovery by
                                 holders of Priester claim.

5 - Secured Claim of Sun         Will be entitled to distribution
    Minnesota Foreign Holdings,  from the net proceeds of the
    LLC and Sun Minnesota        collateral after deductions of
    Domestic Holdings            the costs of liquidation.

6 - Secured Claim of U.S. Bancor Was satisfied by the holder's
    Business Equipment Finance   repossession of its collateral.
    Group (Toshiba)

7 - Secured Claim of Richard     No distribution.
    Hettler

8 - Other Secured Claims         The Plan did not provide for the
    against Petters Aviation     estimated percentage recovery by
                                 holders of Class 8 claim.

9 - Other secured claims         The Plan did not provide for the
    against Elite Landings       estimated percentage recovery by
                                 holders of Class 8 claim.

Under the Plan, there are no known priority unsecured claims
against the Debtors.

10 & 11 - Unsecured Claims       Each holder of an unsecured claim
                                 will receive its pro rata share
                                 of any amounts available for
                                 distribution from time to time.

12 & 13 - Equity Interests       Holders of the allowed ownership
                                 interest of Elite Landings, LLC,
                                 and Petters Aviation, LLC, will
                                 receive a distribution only if
                                 and when the claims of holders in
                                 other classes of claims and of
                                 unclassified claims have been
                                 satisfied in full.

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

The Debtors are represented by:

     James A. Rubenstein, Esq.
     Cass S. Weil, Esq.
     Moss & Barnett, A Professional Association
     4800 Wells Fargo Center
     90 South Seventh Street
     Minneapolis, MN 55402
     Tel: (612) 877-5000
     E-mail: Rubenstein@moss-barnett.com
             weilc@moss-barnett.com

                        About Elite Landings

Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to
filing for bankruptcy, engaged in the business of purchasing
Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling
them.  The company filed for Chapter 11 relief on Oct. 9, 2008
(Bankr. D. Minn. Case No. 08-45210).  Cass Weil, Esq., and James
A. Rubenstien, Esq., at Moss & Barnett, represent Elite Landings,
LLC as counsel.  In its petition, the Company listed between
$10 million and $50 million each in assets and debts.

The company is a wholly owned subsidiary of Petters Aviation, LLC.
Petters Aviation is the owner of 84.4% of the issued and
outstanding stock in MN Airline Holdings, Inc., which, in turn,
owns 100% o the stock in MN Airlines, LLC dba Sun Country
Airlines.  Petters Aviation filed its Chapter 11 case on
October 6, 2008.

Both MN Airline Holdings, and MN Airlines, LLC are debtors-in-
possession in Chapter 11 cases pending in the district.

Petters Aviation is a wholly owned subsidiary of Thomas Petters,
Inc., which is in turn owned 100% by Thomas J. Petters,
individually.  Thomas Petters, the founder and former CEO of
Petters Group, has been indicted and a criminal proceeding against
him is proceeding in the U.S. District Court for the District of
Minnesota.

                About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr.
D. Minn., Lead Case No. 08-46617).


EXIDE TECHNOLOGIES: Claims Objection Deadline on April 30
---------------------------------------------------------
Reorganized Exide Technologies sought and obtained from Judge
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware an extension through April 30, 2010, the time within
which it may object to certain claims.

Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP, in
Wilmington, Delaware, tells the Court that the Debtors have more
than 6,100 proofs of claim that were asserted against them.

As of January 28, 2010, the Reorganized Debtor has filed more
than 50 claims objections and consensually resolved numerous
other claims.  Through the efforts of the Reorganized Debtor, the
Post-confirmation Committee of Unsecured Creditors, and each of
their professionals, approximately 6,049 Claims have been
reviewed, reconciled and resolved, reducing the total amount of
outstanding Claims by more than $3,400,000,000.  Furthermore, the
Reorganized Debtor has completed 19 quarterly distributions to
creditors under the Joint Plan, consisting of distributions on
approximately 2,599 claims for approximately $1,670,000,000, Ms.
Jones says.

Since April of 2009, the Reorganized Debtor has not made any
omnibus claims objection but has made considerable advancements
with respect to the remaining, more complex claims, Ms. Jones
relates.  Despite this substantial progress, the Reorganized
Debtor requires additional time to review and resolve the
approximately 78 remaining claims, Ms. Jones explains.

The amount of remaining Claims consists of those Claims that have
not been paid, allowed, objected to or identified as a Claim that
will be objected to.

The extension will provide the Reorganized Debtor and the
Committee with necessary time to continue to evaluate the claims
filed against the estate, prepare and file additional objections
to Claims and, where possible, consensually resolve claims, Ms.
Jones tells the Court.

The Reorganized Debtor asks the Court that the requested
extension be without prejudice to its right to seek further
extensions of the time within which to object to claims.

The Court will convene a hearing to consider the motion on
April 7, 2010, at 10:00 a.m. Eastern Time.  Objections are due
no later than March 31, 2010, at 4:00 p.m.

By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to object to claims has been automatically extended
through and including April 7, 2010, when the Court holds a
hearing to consider the merits of the Debtor's request.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of reorganized Exide Technologies,
Inc. to 'B3' from 'Caa1'.  Exide carries 'B' issuer credit ratings
from Standard & Poor's.


EXIDE TECHNOLOGIES: Files 4TH Quarter 2009 Summary Report
---------------------------------------------------------

                     Exide Technologies
          Post-Confirmation Quarterly Summary Report
                 Condensed Balance Sheets
                    As of December 31, 2009
                      (in thousands)

Assets
Current Assets:
Cash                                                 $50,911
Accounts Receivables Net                             121,378
Intercompany Receivables                               7,894
Inventories                                          152,913
Prepaid Expenses & Other                              51,766
                                                   ----------
Total Current Assets                                 384,862

Property, plant & Equipment, Net                     252,699
Other intangibles, net                                55,648
Investment in affiliates                               1,375
Intercompany Notes Receivables                       209,539
Deferred Financing Costs and Other                    29,914
                                                   ----------
TOTAL ASSETS                                         $934,038
                                                   ==========

          Liabilities and Stockholders' Equity

Current Liabilities:
Current maturities of long term debt                  $1,479
Accounts payable                                      80,745
Accrued expenses                                      63,581
Accrued interest                                       9,292
Restructuring reserve                                  1,432
Liability for warrants                                   605
Warranty liability                                    12,107
                                                   ----------
  Total Current Liabilities                           169,242

Long-term debt                                        476,023
Noncurrent retirement obligations                      73,177
Other noncurrent liabilities                           81,351
                                                   ----------
Total liabilities                                     799,793

Total stockholders' equity                            134,246
                                                   ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $934,038
                                                   ==========

                    Exide Technologies
           Post Confirmation Quarterly Summary Report
                 Schedule of Cash Flows
             Quarter Ended December 31, 2009
                     (in thousands)

Beginning Balance                                     $74,691

Cash Receipts:
Collection of accounts receivable                    248,189
Proceeds from equity issuance                              -
Proceeds from sale of Debtor's assets                      -
All other cash receipts                               24,861
                                                   ----------
Total cash receipts                                  273,051

Cash Disbursements:
Disbursements made under the Plan,
excluding bankruptcy professionals                        -
Disbursements made to bankruptcy professionals           345
Repayment of term loans                                  325
Repayment of all other disbursements made in
the ordinary course                                  296,161
                                                   ----------
Total Cash Disbursements                              296,830
                                                   ----------
Ending Cash Balance                                   $50,911
                                                   ==========

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of reorganized Exide Technologies,
Inc. to 'B3' from 'Caa1'.  Exide carries 'B' issuer credit ratings
from Standard & Poor's.


FASTECH SERVICES: SARS Unit Files Voluntary Ch. 11 Petition
-----------------------------------------------------------
SARS Corp.'s wholly owned, operating subsidiary, FasTech Services,
Inc., a Nevada corporation, filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code for the purpose of
rehabilitating its financial affairs.  FasTech Services filed the
Petition with the U.S. Bankruptcy Court Central District of
Illinois, case number 10-81323.

The filing of the Petition places an automatic stay that restrains
most actions that a creditor could commence or continue against
FasTech Services and its assets, under applicable bankruptcy law,
without the permission of the Bankruptcy Court.  Recent actions of
certain FasTech Service's creditors, management of FasTech
Services and its parent corporation, SARS, concluded it would be
prudent for FasTech Services to file the Petition and to obtain
the protection of the automatic stay in order to preserve assets
and its ongoing HVAC, air conditioning, plumbing and electrical
installations operations and facilities monitoring services for
the benefit of all of its creditors.

Frank Bonadio, COO of SARS, commented, "While operating under
Chapter 11, FasTech intends to continue implementing its business
plan of reducing costs, consolidating its operations and expenses,
and seeking additional debt and/or equity financing with the
objective of successfully reorganizing FasTech's financial affairs
while expanding its business.

                       About SARS Corp.

SARS, d/b/a FasTech Holdings, Inc., a control systems contracting,
services company, providing design, sales, installation services,
and monitoring software to building owners and operators.


FASTECH SERVICES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: FasTech Services, Inc.
        fdba Twin City Controls
        fdba Alternatech, Inc.
        fdba R.J. Power Plumbing & Heating Company
        fdba Art and Print, Inc.
        fdba Environmental Systems Distribution & Design, LLC
        fdba Associated Mechanical, Inc.
        fdba Swank Enterprises, Inc.
        fdba ESDD, LLC
        fdba Environmental Insulation, LLC
        P.O. Box 2337
        East Peoria, IL 61611

Bankruptcy Case No.: 10-81323

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Ross Bartolotta, Esq.
                  Swanson Martin & Bell LLP
                  2525 Cabot Drive Suite 204
                  Lisle, IL 60532
                  Tel: (630) 799-6960
                  E-mail: rbartolo@smbtrials.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilcb10-81323.pdf

The petition was signed by Frank Bonadio, CEO and president.


FIRSTGOLD CORP: Secured Creditors to Move Quick with Foreclosure
----------------------------------------------------------------
Senetek PLC provided an update on the status of its secured
interest in the assets of Firstgold Corporation.  As reported
previously on April 7, Senetek consummated the purchase for
$5.0 million from a partnership that is majority owned by Platinum
Partners Value Arbitrage Fund of an interest in $7.0 million of
amounts owed to the fund pursuant to outstanding notes and
contractual rights of Firstgold Corporation, a debtor-in-
possession under Chapter 11 of the U.S. Bankruptcy Code (United
States Bankruptcy Court, District of Nevada - Case #10-50215).

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, all improvements to the
mine property, and additional mining properties and interests.  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.

The secured creditors 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 the secured creditors would be entitled to full payment
of their debt obligation, which currently exceeds $19.3 million.

Mr. Eric Klepfer has been appointed General Manager overseeing the
security and safety of all of the assets.  Mr. Klepfer is a well-
known and experienced engineer and consultant in the mining
industry and has been advising the secured creditors concerning
the project for more than a year, thus he is highly familiar with
the property and the assets.  The secured creditors have formed
between them an operating committee of Senetek CEO John Ryan and
Mr. Mark Mueller of Platinum.  The operating committee will assist
Mr. Klepfer in guiding the management of the Relief Canyon
project, the most important asset of Firstgold.

Mr. John Ryan, CEO of Senetek commented, "The goal is to move
ahead rapidly to maximize the value of the Firstgold assets for
Senetek shareholders and the secured creditors.  At this point
operating decisions for Relief Canyon have passed from Firstgold
management to the operating committee, with day-to-day decisions
on the ground being the responsibility of Mr. Klepfer.  Once we
have the full management transition completed, we will work on our
plans to possibly move the project ahead into production.  As we
develop a more accurate timeline for achieving production, we will
make it available to our shareholders and the investment
community.  The production plan might proceed either as a sole
project of Senetek, or as a joint venture with the existing
creditors, or as a joint venture with an outside partner. Also,
the possibility of an outright sale of the project has not been
precluded."

Mr. Howard Crosby, President of Senetek also remarked, "Relief
Canyon has been a very productive gold mining asset in the past
having produced in excess of 300,000 ounces under previous
operators.  The mine is located in "elephant country," with
numerous known mineral resources nearby, and additional major
discoveries being made in the nearby Oreana Trend.  The Relief
Canyon existing permitted processing facilities and heap leach
pads lend themselves to not only processing ore from the Relief
Canyon pits, but also may be utilized for custom processing of
other nearby gold deposits.  Whether it is Senetek as a sole
operator or with a joint venture partner, either way, our goal is
to push ahead rapidly to obtain a final mining permit to begin
production at Relief Canyon from the existing known resource.  We
believe this final remaining permit can be obtained in twelve to
eighteen months, and also believe the existing open pit resource
will provide profitable production for the next several years at
current gold prices.  We feel our entry into this project was both
timely and at an excellent buy-in price, and we are excited to
work with our secured creditor partners at making Relief Canyon
the success it deserves to be."

                     About Firstgold Corp

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: $200 Million in Claims Change Hands in 5 Months
-----------------------------------------------------------------
The Clerk of the Bankruptcy Court recorded the transfer of 74
claims totaling $202,432,701 from November 1, 2009 to
April 12, 2010:

(a) Aurelius Capital Master, Ltd.

Transferor                     Claim No.     Claim Amount
----------                     ---------     ------------
Morgan Stanley Senior             793          $8,827,789
Funding, Inc.                     946           8,827,789
                                   945           8,827,789
                                   608           1,206,544
                                   652           1,206,544
                                   655           1,206,544

Duane Street CLO IV, Ltd.         473           7,000,000
                                   689           7,000,000
                                   834           7,000,000
Red River CLO, Ltd.               713           3,500,000
                                   821           3,500,000
                                   538           3,500,000
Greenbriar CLO, Ltd.              528           3,000,000
                                   447           3,000,000
                                   668           3,000,000
Armstrong Loan Funding, Ltd.      492           3,000,000
                                   496           3,000,000
                                   439           3,000,000
Fidelity Central Investment       469           2,770,562
                                   567           2,770,562
                                   583           2,770,562
Rockwall CDO II, Ltd.             721           1,500,000
                                   830           1,500,000
                                   860           1,500,000
Stratford CLO, Ltd.               767             813,000
                                   453             813,000
                                   619             813,000
Jasper CLO                        678             676,666
                                   370             676,666
                                   627             676,666
Duane Street CLO II, Ltd.         620             671,000
                                   632             671,000
                                   683             671,000
Pyramis Floating Rates            465             625,000
                                   466             625,000
                                   580             625,000

(b) ACP Master, Ltd.

Transferor                     Claim No.     Claim Amount
----------                     ---------     ------------
Morgan Stanley Senior             793          $8,530,057
Funding, Inc.                     946           8,530,057
                                   945           8,530,057
                                   608             635,609
                                   652             635,609
                                   655             635,609

Fidelity Central Investment       469           4,153,000
                                   567           4,153,000
                                   583           4,153,000
Gleneagles CLO, Ltd.              533           3,000,000
                                   455           3,000,000
                                   609           3,000,000
Duane Street CLO I, Ltd.          681           3,000,000
                                   858           3,000,000
Stratford CLO, Ltd.               767           2,687,000
                                   453           2,687,000
                                   619           2,687,000
Duane Street CLO II, Ltd.         620           2,329,000
                                   632           2,329,000
                                   683           2,329,000
Highland Credit Opportunities     393           2,063,111
                                   372           2,063,111
                                   756           2,063,111
Jasper CLO                        678           1,732,333
                                   370           1,732,333
                                   627           1,732,333
Cantor Fitzgerald Securities      224             721,879
                                   225             721,879
                                   226             721,879
Loan Star State Trust             457             611,454
                                   565             611,454
                                   754             611,454
Aberdeen Loan Funding, Ltd.       451        Unliquidated
                                   579        Unliquidated
                                   490        Unliquidated

(b) Citigroup Financial Products Inc.

Transferor                     Claim No.     Claim Amount
----------                     ---------     ------------
Morgan Stanley Senior Funding      794         $2,000,000
                                    793          2,000,000
                                    792          2,000,000

ACP informed the Court that it withdraws the Notices of Claim
Transfers of Claim Nos. 451, 579, and 490 of Aberdeen Loan
Funding, Ltd.  The Notices posted unliquidated claim amounts.

Aurelius Capital Management, LP, informs the Court that it
withdraws Notices of Claim Transfers of Claim Nos. 224, 225, and
226 of Cantor Fitzgerald Securities and Claim Nos. 678, 370, and
627 Jasper CLO Ltd.  Due to a filing error, the incorrect
transferor was selected.  The Claims were, however, re-transferred
to ACP Master, Ltd., after the error was corrected.

                   Highland and DiMaio Object

Highland Capital Management and DiMaio Ahmad Capital, LLC, object
to the Notices of Transfer which seek to transfer to ACP Master,
Ltd., certain claims filed in the Chapter 11 cases.

DiMaio filed proofs of claim on behalf of several funds under its
management, including Duane Street CLO 1, Ltd., Duane Street CLO
II, Ltd., and Duane Street CLO IV, Ltd., in the aggregate
principal amount of $13 million.  The ACP Transfer Notices are
seeking to transfer the entire $13 million principal amount of
these claims to ACP Master, Ltd.  Likewise, Highland filed proofs
of claim on behalf of two funds under its management -- Highland
Credit Opportunities CDO, Ltd., and Loan Star State Trust -- in
the aggregate principal amount of $5,396,444.  The ACP Transfer
Notices are seeking to transfer $2,674,565 of the principal amount
of these claims.

The Objectors say the Transferors acknowledge that they sold,
transferred, or assigned some of the claims they filed against the
Debtors, but none of the transactions were entered into with
either ACP Master, Ltd., or its investment manager, Aurelius
Capital Management, L.P.  The Objectors assert that Aurelius
Transfer Notices do not include any "evidence of the transfer," as
required by the Rule 3001(e)(2) of the Federal Rule of Bankruptcy
Procedure.  Accordingly, the Transferors are unable to determine
that Aurelius is the rightful owner of the claims it is seeking to
transfer.

Subsequently, the Objectors withdraw their objection.  However,
they reserved their right to object to claim transfer notices that
were not the subject of the Objection on any and all applicable
grounds, including those raised in the Objection.

                  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: Moelis & Fulbright Fees Approved
--------------------------------------------------
The Bankruptcy Court allowed, as an interim award, these amounts
in connection with the final fee applications of two of the
bankruptcy professionals retained in the Chapter 11 cases of
Fontainebleau Las Vegas Holdings:

Professional                  Period            Fees   Expenses
------------                  ------            ----   --------
Moelis & Company LLC        06/09/2009-   $2,505,206    $91,029
                            02/18/2010

Fulbright & Jaworski LLP    06/09/2009-      418,160     47,523
                            03/11/2010

Prior to the entry of the order approving in part the Final Fee
Applications of Moelis & Company LLC and Fulbright & Jaworski LLP,
the M&M Lienholders asserted that in light of the proposed
conversion of the Debtors' reorganization cases to Chapter 7
cases, entry of any "final" fee awards is premature because in
cases where a case under Chapter 11 is converted to one under
Chapter 7, Chapter 7 administrative claims have priority over
Chapter 11 administrative claims.

The M&M Lienholders argued that Section 726 of the Bankruptcy Code
and the applicable case law make it crystal clear that paying
preconversion professional fees either before a Chapter 7
liquidation is complete or, at a minimum, before the value of the
estate is determined for Chapter 7 purposes, undermines the
successful completion of the Chapter 7 process and is a
contravention of the priority scheme of the Bankruptcy Code.

Lien Claimants Cashman Equipment Company, et al., joined in and
supported the objection.

                     Interim Fee Applications

  -- First Interim

The Court has granted the First Interim Fee Applications of these
professionals retained in the Debtors' bankruptcy cases for the
specified periods:

A. Debtors

Professional                  Period            Fees   Expenses
------------                  ------            ----   --------
Bilzin Sumberg Baena        06/09/2009-   $1,365,075    $28,757
Price & Axelrod LLP         09/30/2009

GrayRobinson, P.A.          11/01/2009-      761,807     18,260
                             01/31/2010

Jeffrey R. Truitt, of       10/16/2009-      195,718     42,215
XRoads Solutions Group LLC  01/31/2010

MarcumRachlin, a            08/17/2009-       13,772          0
division of Marcum LLP      10/31/2009

B. Official Committee of Unsecured Creditors

Professional                  Period            Fees   Expenses
------------                  ------            ----   --------
Fox Rothschild LLP          06/22/2009-     $194,070     $5,403
                             10/31/2009

Genovese, Joblove &         06/11/2009-      152,643      4,500
Battista, P.A.              10/31/2009

  -- Second Interim

The Court has granted the Second Interim Fee Applications of these
professionals retained in the Debtors' bankruptcy cases for the
specified periods:

A. Debtors

Professional                  Period            Fees   Expenses
------------                  ------            ----   --------
Bilzin Sumberg Baena        10/01/2009-   $2,311,856    $29,494
Price & Axelrod LLP         01/31/2010

Kasowitz, Benson, Torres    10/01/2009-      433,092     23,939
& Friedman LLP              01/31/2010

Buchanan Ingersoll &        10/01/2009-       85,619        228
Rooney PC                   01/31/2010

B. Official Committee of Unsecured Creditors

Professional                  Period            Fees   Expenses
------------                  ------            ----   --------
Fox Rothschild LLP          11/01/2009-      $62,923     $1,079
                             02/28/2010

            Bilzin Sumberg Seeks to Amend Fee Order

Bilzin Sumberg asks the Court to amend the order allowing its
Second Fee Application.  Bilzin Sumberg asserts that due to a
scrivener's error, the fees and expenses awarded in the Fee Order
were understated by $56,554, and the Holdback awarded in the Fee
Order was understated by $11,256.

In its Second Fee Application, Bilzin Sumberg sought, and the
Court awarded, compensation for $2,255,575 and reimbursement of
expenses for $29,220.

Judge Cristol granted Bilzin Sumberg's request.  Accordingly,
Judge Cristol awarded the firm $2,311,856 for its fees and $29,494
as reimbursement of necessary expenses.

                  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)


FORD MOTOR: Posts $2.1-Bil. First Quarter 2010 Net Income
---------------------------------------------------------
Ford Motor Company reported first quarter 2010 net income of
$2.1 billion, or 50 cents per share, a $3.5 billion improvement
from first quarter 2009, as strong selling new products,
improvements in its global Automotive operations, and higher
profits at Ford Credit boosted results.

Excluding special items, Ford reported pre-tax operating profit of
$2 billion, or 46 cents per share, an improvement of $4 billion
from a year ago.  It marked Ford's highest quarterly pre-tax
operating profit in six years.

Ford North America posted first quarter pre-tax operating profit
of more than $1.2 billion, a $1.9 billion improvement from first
quarter 2009, as a result of higher volume and mix and favorable
net pricing.  Ford operations in South America, Europe and Asia
Pacific Africa as well as Ford Credit also posted pre-tax
operating profits in the first quarter and improved results over
the same period in 2009.

"The Ford team around the world achieved another very solid
quarter, and we are delivering profitable growth," said Ford
President and CEO Alan Mulally.  "Our plan is working, and the
basic engine that drives our business results -- products, market
share, revenue and cost structure -- is performing stronger each
quarter, even as the economy and vehicle demand remain relatively
soft."

At the end of March, Ford entered into a definitive agreement to
sell Volvo and related assets to Zhejiang Geely Holding Group for
$1.8 billion, subject to customary purchase price adjustments. The
sale is expected to close in the third quarter of 2010. As a
result of the agreement to sell Volvo, all of Volvo's 2010 results
are being reported as special items and excluded from Ford's
operating results; 2009 data include Volvo.

Ford's first quarter revenue was $28.1 billion, up $3.7 billion
from the same period a year ago. If Volvo had been excluded from
2009, Automotive revenue would have increased by $7 billion, or
more than 30 percent.

Ford finished the first quarter with $25.3 billion in Automotive
gross cash, an increase of $400 million since year end.
Automotive operating-related cash outflow was $100 million during
the first quarter, as Automotive pre-tax operating profit was more
than offset by changes in working capital and other timing
differences, as well as a $300 million payment to Ford Credit
reflecting up-front subvention payment.  The company ended the
first quarter with total Automotive debt of $34.3 billion, an
increase of $700 million compared to year-end 2009.

Ford Motor Credit Company, meanwhile, reported a pre-tax operating
profit of $828 million in the first quarter, compared with a pre-
tax loss of $36 million a year ago.  The improvement primarily
reflected lower depreciation expense for leased vehicles due to
higher auction values and a lower provision for credit losses,
offset partially by lower volume.

On April 6, Ford paid down $3 billion of the drawn amount of its
2013 revolving credit facility.  This payment has reduced
Automotive gross cash and debt by $3 billion, which will be
reflected on Ford's second quarter 2010 balance sheet. The action
did not affect Automotive liquidity, as the repaid amounts remain
available for borrowing.

Special items were a favorable pre-tax amount of $125 million in
the first quarter of 2010, or 7 cents per share.  Ford recorded a
$188 million gain related to held-for-sale adjustments for Volvo,
which was offset partially by $63 million of global personnel
reductions and dealer-related charges.  If Volvo had continued to
be reported as an ongoing operation, Ford would have reported a
first quarter pre-tax operating profit of $49 million for Volvo.

"We are seeing the benefits of our One Ford plan around the
world," said Lewis Booth, Ford executive vice president and chief
financial officer.  "All of our business operations -- North
America, South America, Europe, Asia Pacific Africa and Ford
Credit -- were not only profitable, but also showed substantially
improved results over a year ago."

                        Estimates Topped

Prior to Ford's announcement, Bloomberg News said that Ford Motor
Co. probably will post earnings exceeding $1 billion, capping its
first run of four straight quarterly profits since 2005, after
Chief Executive Officer Alan Mulally cut back on discounting.
First-quarter net income may have been $1.2 billion, the average
of 3 analysts' estimates compiled by Bloomberg.  According to
Bloomberg, U.S. deliveries surged 37% through March, more than
twice the industry-wide increase, and buyers may have chosen
costlier options, helping generate more revenue per car.

                              Outlook

Ford said it continues to make progress on all four pillars of its
plan:

     -- Aggressively restructuring to operate profitably at the
        current demand and changing model mix;

     -- Accelerating the development of new products that
        customers want and value;

     -- Financing the plan and improving the balance sheet;

     -- Working together effectively as one team, leveraging
        Ford's global assets

Overall, Ford said its performance this year is off to a more
encouraging start than anticipated.  Based on Ford's improving
performance, the gradually strengthening economy, and its present
assumptions, Ford expects to deliver solid profits this year with
positive Automotive operating-related cash flow.

Ford expects full-year 2010 U.S. industry sales will be in the
range of 11.5 million to 12.5 million, consistent with the
guidance previously communicated by the company.

In Europe, Ford now expects full-year industry volume will be in
the 14 million to 15 million range, which is somewhat higher than
the previous guidance.  The change reflects strong first quarter
results, although uncertainty remains in Europe about the extent
of payback from scrappage programs.

Initial quality improved across all of Ford's regions based on the
latest Global Quality Research System survey.  Ford is on track to
meet full-year quality targets.

Ford has achieved significant structural cost reductions over the
past four years, and in 2010 expects full year Automotive
structural costs to be somewhat higher as Ford increases
production to meet demand.

Ford expects full year U.S. total market share and its share of
the U.S. retail market to be equal or improved compared with 2009
and Europe market share is expected to be equal to 2009.

Ford expects second quarter 2010 production to be up compared with
year-ago levels and up compared to first quarter 2010 production.
The increase reflects strong customer demand for our products, the
maintenance of competitive stock levels, and the non-recurrence of
prior year stock reductions.

Ford expects Ford Credit's 2010 profits to be about the same as
2009.  The recent improvements in used vehicle auction values and
credit loss performance are expected to offset the effects of
lower average receivables and the non-recurrence of certain
favorable 2009 factors.

"We are absolutely committed to building great products, a
stronger business, and contributing to a better world," Mr.
Mulally said.  "Our product lineup is stronger than ever, and our
leadership in quality, fuel efficiency, safety, smart design and
value is resonating with consumers.

"We remain cautiously optimistic about positive signs emerging in
the global economy, while knowing that the recovery is fragile and
the global auto industry continues to deal with excess capacity.
For us, the most important thing we can do is to stay focused and
continue to make progress on our plan," Mr. Mulally said.

A full-text copy of Ford's earnings release is available at no
charge at http://ResearchArchives.com/t/s?60cf

                         About Ford Motor

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

At December 31, 2009, the Company had US$194.850 billion in total
assets against US$201.365 billion in total liabilities.  Total
deficit attributable to Ford Motor at December 31, 2009, was
US$7.820 billion.

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

In March 2010, Moody's Investors Service raised Ford's Corporate
Family Rating and Probability of Default Rating to B2 from B3,
secured credit facility to Ba2 from Ba3, senior unsecured debt to
B3 from Caa1, trust preferred to Caa1 from Caa2, and Speculative
Grade Liquidity rating to SGL-2 from SGL-3.  Also raised is Ford
Credit's senior debt rating to B1 from B2.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


GEMCRAFT HOMES: DIP Loans & Cash Collateral Use Have Court Nod
--------------------------------------------------------------
Gemcraft Homes, Inc., et al., obtained authorization from the Hon.
Nancy V. Alquist of the U.S. Bankruptcy Court for the District of
Maryland to obtain postpetition secured financing and use cash
collateral.

The DIP Facility will consist of a revolving credit facility of up
to $6,000,000.  The aggregate amount of the DIP Loans available
under the DIP Facility will not exceed $6,000,000 (the Maximum
Amount), provided that the aggregate amount of the DIP Loans
available under the DIP Facility from time to time prior to the
Termination Date will be subject to the terms set forth in the DIP
Credit Agreement and the other DIP Credit Documents.

The Debtors have provided the Court and the DIP Lender with a cash
flow estimate and other financial projections for the period from
November 13, 2009 through June 13, 2010 (the Budget) upon which
the DIP Lender is relying in agreeing to provide the DIP Facility
and upon which M&T Bank is relying in consenting to the liens
granted herein and the use of certain cash collateral.  From and
after the Petition Date, the Debtors may use the proceeds of the
DIP Loans and the cash collateral in existence on the Petition
Date in which M&T Bank is secured solely for the purposes and up
to the amounts set forth in the Budget and the DIP Credit
Documents and subject to the terms, covenants, conditions and
limitations set forth in the DIP Credit Documents.

Payment by the Debtors of expenses other than the itemized amounts
set forth in the Budget will constitute an event of default unless
the DIP Lender consents to the non-conforming payments in writing;
provided that mere discrepancies in timing of the expenditures
won't constitute an event of default.  The Budget may not be
modified or otherwise amended without the consent of the DIP
Lender in its sole discretion.

The commitment of the DIP Lender will terminate and all amounts
owing under the DIP Facility will be immediately due and payable
from the Debtors to the DIP Lender on June 13, 2010.

The DIP Liens (a) are and will hereafter constitute first-priority
security interests in and liens upon all DIP Collateral that is
not otherwise subject to any valid, perfected, enforceable and
nonavoidable lien in existence as of the Petition Date; and (b)
will be senior to and prime (i) the Pre-Petition Liens, (ii) the
Pre-Petition Replacement Liens, (iii) the Adequate Protection
Priority Claims, (iv) any lien or security interest that is
avoided and preserved for the benefit of the Debtors and their
estates, (v) any liens arising after the Petition Date with
respect to the DIP Collateral, and (vi) any and all other claims,
rights or liens against the Debtors in existence as of the
Petition Date, which are contractually junior in priority to the
Pre-Petition Liens.

                      About Gemcraft Homes

Gemcraft Homes, Inc., is a corporation formed under the laws of
the State of Maryland with its principal place of business located
in Harford County, Maryland.  Gemcraft was founded in 1993 with a
single sales trailer in Abingdon, Maryland, from which six
residential homes were sold.  Since that time, Gemcraft has grown
to become one of the largest independent homebuilders in the Mid-
Atlantic region, and one of the fastest growing builders in the
entire country.  Gemcraft is a production builder which targets
first-time homebuyers and first-time "move up" buyers.  It also
targets retired, and soon to retire, buyers for its retirement
communities.

The Company filed for Chapter 11 bankruptcy protection on
November 9, 2009 (Bankr. D. Md. Case No. 09-31696).  The Company's
affiliates -- DLM, LLC, et al. -- filed separate Chapter 11
bankruptcy petitions.  G. David Dean II, Esq., Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, assist Gemcraft Homes in its restructuring effort.
The Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


GENERAL GROWTH: Delays Hearing on Investor Choice
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that General Growth
Properties Inc. said it's pushing back to May 5 the hearing
scheduled for April 29 where the bankruptcy judge would approve
procedures for selecting investors to provide the equity and debt
financing required for implementing a Chapter 11 plan.  The
Company said it would use the additional time to consider "the
full range of offers, proposals, and commitments."  Simon Property
Group Inc., Brookfield Asset Management Inc. and others, have
submitted competing offers.

Meanwhile, Bloomberg News also reported that Simon Property Group
is in talks to add Blackstone Group LP as a partner in its
investment on General Growth.  SPG CEO David Simon said in an
interview with Bloomberg that the companies are in "ongoing
discussions: for an investment in General Growth after the mall
operator turned down a $10 billion takeover bid from Simon in
February.  Simon Property has already lined up Paulson & Co., ING
Clarion Real Estate Securities, Taconic Capital Advisors, Oak Hill
Advisors LP and Deutsche Bank AG's RREEF as backers in its
recapitalization proposal.

                       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: Akin Gump Bills $2.7 Million for Sept.-Jan. Work
----------------------------------------------------------------
Professionals employed and retained in the Debtors' Chapter 11
cases filed applications for allowance of fees and reimbursement
of expenses, pursuant to Section 331 of the Bankruptcy Code for
these periods:


Halperin Battaglia       09/01/09-        $86,385       $1,048
Raicht, LLP              01/31/10

Akin Gump Strauss        09/01/09-     $2,708,424     $159,511
Hauer & Feld LLP         01/31/10

Akin Gump acts as the Official Committee of Unsecured Creditors'
counsel.  Halperin Battaglia acts as the Creditors' Committee's
conflicts counsel.

                       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: Appoints Sheli Rosenberg as Board Member
--------------------------------------------------------
General Growth Properties, Inc. (NYSE: GGP) announced Sheli Z.
Rosenberg has joined GGP's Board of Directors.  She will serve on
GGP's Capital Committee.

Ms. Rosenberg is the former president, chief executive officer and
vice chairwoman of Equity Group Investments, L.L.C., a privately
held real estate investment firm and has been an adjunct professor
at Northwestern University's J.L. Kellogg Graduate School of
Business since 2003.  Ms. Rosenberg currently serves as a director
of CVS Caremark Corporation, the nation's largest pharmacy chain,
Nanosphere, Inc., a nanotechnology-based healthcare company,
Equity LifeStyle Properties, Inc., an owner and operator of high-
quality resort communities, and Ventas, Inc., one of the nation's
leading healthcare real estate investment trusts.  Ms Rosenberg is
also a trustee at Equity Residential, the largest publicly traded
owner, operator and developer of multi-family housing in the
United States.

"We are very pleased to announce Sheli's appointment to GGP's
Board of Directors," said Adam Metz, chief executive officer of
GGP.  "Sheli's vast real estate experience and broad business
knowledge make her a great asset to GGP.  As we continue to
position the Company for a successful future, we look forward to
Sheli's insights and expertise."

Ms. Rosenberg joined Equity Group Investments, Inc., in 1980 as
general counsel, rising to become its chief executive officer,
president and vice chairwoman when she departed the company in
2003.  Over the course of her career, Ms. Rosenberg has been
instrumental in the structuring and management of six investment
funds with assets totaling more than $2 billion, acquisitions and
dispositions of more than $10 billion in assets and the initial
public offerings of seven New York Stock Exchange companies.
Prior to joining EGI, she was a managing partner of Schiff Hardin
& Waite, specializing in real estate, finance and corporate law.
She is a co-founder and president of the initiative for the new
Center for Executive Women at the J.L. Kellogg Graduate School of
Business.  Ms. Rosenberg graduated from Tufts University and
Northwestern University School of Law.

The appointment of Ms. Rosenberg, an independent director, brings
the number of directors of GGP to 10.

                         Rosenberg Discloses
                           Stock Ownership

In a regulatory filing with the Securities and Exchange Commission
dated April 13, 2010, GGP disclosed that Ms. Rosenberg is a Class
II Director whose term expires in 2011.  According to GGP, Ms.
Rosenberg is entitled to the same compensation, director indemnity
and insurance and other benefits as are accorded to the non-
employee directors of the company.

Ms. Rosenberg also filed with the SEC an initial statement of
beneficial ownership of securities dated April 13, 2010.  The
statement did not disclose any information relating to securities
acquired or disposed of.

On the same date, Ms. Rosenberg submitted to the SEC a statement
of beneficial ownership of securities.  She acquired 10,000 shares
of GGP common stock at the price of $0 per share.  As a result of
the acquisition, she beneficially owns 10,000 shares of GGP common
stock.

                       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)


GENTA INC: Amends Note Conversion Agreement with Investors
----------------------------------------------------------
Genta Incorporated on March 5, 2010, entered into a Note
Conversion and Amendment Agreement, effective as of March 9, 2010,
with certain investors.  Pursuant to the Prior Agreement, the
Investors are required to convert a certain portion of their 2009
Notes between April 20, 2010 and April 21, 2010.  "2009 Notes"
mean, collectively, the Company's Senior Secured Convertible
Promissory Notes due April 2, 2012, as amended, the Company's
Unsecured Subordinated Convertible Promissory Notes due July 7,
2011, as amended, issued by the Company on July 7, 2009, and
September 4, 2009, pursuant to a securities purchase agreement
dated July 7, 2009, and the Company's Unsecured Subordinated
Convertible Notes due July 7, 2011, issued by the Company pursuant
to a securities purchase agreement dated September 4, 2009.

The Company raised $25,000,000 through the private placement.

On April 19, 2010, the Company and the Investors holding at least
two-thirds of the outstanding 2009 Notes entered into an Amended
and Restated Note Conversion and Amendment Agreement to replace
the Prior Agreement.  The Amended and Restated Agreement increases
the amount of 2009 Notes each Investor is required to convert.
Additionally, the Amended and Restated Agreement reflects certain
clarifying changes made to the Prior Agreement.

A full-text copy of the Amended and Restated Agreement is
available at no charge at http://ResearchArchives.com/t/s?60c9

Genta is represented in the agreement by:

     Morgan, Lewis & Bockius LLP
     502 Carnegie Center
     Princeton, NJ 08540
     Attention: Emilio Ragosa
     Telephone No.: (609) 919-6633
     Telecopy No.: (609) 919-6701

The Holders are represented by:

     Cooley Godward Kronish LLP
     4401 Eastgate Mall
     San Diego, CA 92121
     Attention: Ethan Christensen
     Telephone No.: (858) 550-6076
     Telecopy No.: (858) 550-6420

                            About Genta

Berkeley Heights, New Jersey, Genta Incorporated (OTCBB: GETA.OB)
-- http://www.genta.com/-- is a biopharmaceutical company with a
diversified product portfolio that is focused on delivering
innovative products for the treatment of patients with cancer.

At December 31, 2009, the Company had total assets of
$12.229 million against total current liabilities of
$10.501 billion and total long-term liabilities of $4.590 million,
resulting in stockholders' deficit of $2.862 million.


GLOBAL ENERGY: Court Denies Transfer of Case to Georgia
-------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware denied Jacoby Entities' motion to transfer
venue of Global Energy Holdings Group, Inc.'s bankruptcy
proceedings.

Jacoby Entities asked the Court to transfer the case to the
Northern District of Georgia.

Atlanta, Georgia-based Global Energy Holdings Group, Inc. --
http://www.gnhgroup.com/-- is a diversified renewable energy
company.  Global develops renewable energy projects, including
biomass gasification and landfill-gas-to-energy projects.

The Company filed for Chapter 11 on November 25, 2009 (Bankr. D.
Del. Case No. 09-14192).  Charles J. Brown, Esq. at Archer &
Greiner, P.C. represents the Debtor in its restructuring effort.
As of Sept. 30, 2009, the Debtor listed total assets of
$10.30 million and total debts of $5.27 million.


GLOBAL ENERGY: Final Sale Hearing Set for April 27
--------------------------------------------------
The final hearing for the sale of Global Energy Holdings Group,
Inc., et al.'s landfill gas contract rights is set for April 27,
2010, at 1:30 p.m.  After consultation with the Official Committee
of Unsecured Creditors, the closing will take place on April 28,
2010, at 10:00 a.m., prevailing Eastern Time.

The Debtors sought the Court's permission to have Hickory Ridge
LLC sell by assignment, free and clear of all liens, claims,
encumbrances, and other interests, all of its right, title and
interest, and to the extent they arise or are to be fulfilled
after the closing, all obligations and liabilities, provided in
the landfill gas sale and purchase agreement dated November 14,
2008.

On March 22, 2010, the Court approved the Debtors' proposed
bidding procedures.  The deadline for the submission of the bids
was on April 25, 2010, and an auction was set for April 26, 2010.

Mas Energy, LLC, agreed to serve as the stalking horse bidder at
the auction, with a lead bid of $3,250,000.

Atlanta, Georgia-based Global Energy Holdings Group, Inc. --
http://www.gnhgroup.com/-- is a diversified renewable energy
company.  Global develops renewable energy projects, including
biomass gasification and landfill-gas-to-energy projects.

The Company filed for Chapter 11 on November 25, 2009 (Bankr. D.
Del. Case No. 09-14192).  Charles J. Brown, Esq. at Archer &
Greiner, P.C. represents the Debtor in its restructuring effort.
As of Sept. 30, 2009, the Debtor listed total assets of
$10.30 million and total debts of $5.27 million.


GPX INTERNATIONAL: Settles $12M Claim With Sterling Investment
--------------------------------------------------------------
Bankruptcy Law360 reports that GPX International Tire Corp. has
settled a $12 million claim brought against it by Westport, Conn.-
based private equity firm Sterling Investment Partners LP.

According to Law360, both the Company and its official committee
of unsecured creditors on Thursday asked the U.S. Bankruptcy Court
for the District of Massachusetts to approve the settlement.

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.


GRANT FOREST: U.S. Court OKs Sale of Plants to Georgia-Pacific
--------------------------------------------------------------
Grant Forest Products received approval from the U.S. Bankruptcy
Court in Delaware, facilitating the Georgia-Pacific acquisition of
Grant's Allendale and Clarendon, S.C., facilities.  This approval
was the last in a series of governmental requirements on both
sides of the U.S. and Canadian borders that included approvals of
the acquisition by the Canadian court overseeing the Grant Forest
Products Companies' Creditors Arrangement Act filing, the Canadian
Competition Bureau, the United States Federal Trade Commission and
Investment Canada.

With this latest approval, Georgia-Pacific expects to complete the
purchase of Grant Forest Products' oriented strand board (OSB) and
related facilities in Englehart and Earlton, Ontario; and
Allendale and Clarendon, S.C., in the near future.

Georgia-Pacific plans to continue operations at Englehart without
any major changes in employment levels. Georgia-Pacific will
source all timber for Canadian operations from Canadian forests
using Canadian-based logging contractors; it will take steps to
promote sustainable forestry practices; it will make efforts to
expand sales to a broader range of customers; and it also will
make substantial investments in the Englehart facility to enhance
its competitiveness.

Grant Forest is a closely held Canadian maker of oriented strand
board used in residential construction.

Alexander Morrison, Ernst & Young Inc., filed a Chapter 15
petition for Grant Forest Products Inc. (Bankr. D. Del. Case No.
10-11132) on March 31, 2010.  Rafael Xavier Zahralddin-Aravena,
Esq., at Elliott Greenleaf, serves as counsel.

The petition estimated assets at $500,000,001 to $1,000,000,000
and debts at $100,000,001 to $500,000,000.


GREATER ATLANTIC: Director John Barline Owns 30,629 Shares
----------------------------------------------------------
John D. Barline, a director at Great Atlantic & Pacific Tea Co.
Inc., disclosed in a Form 5 filing with the Securities and
Exchange Commission on April 13, 2010, that he may be deemed to
beneficially own 30,629 shares of the company's common stock.

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

As of December 5, 2009, the Company had $3,025,429,000 in total
assets against $3,383,900,000 in total liabilities, resulting in
stockholders' deficit of $402,186,000.

                           *     *     *

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.

The Troubled Company Reporter reported on April 13, 2010, that
Moody's Investors Service downgraded the Probability of Default
Ratings of The Great Atlantic and Pacific Tea Company to Caa3 from
Caa1, and its Corporate Family Rating to Caa2 from Caa1.  The
company's Speculative Grade Liquidity Rating to was also
downgraded to SGL-3 from SGL-2, andthe company's debt and
preferred stock ratings were also downgraded as shown below.  This
completes the review for possible downgrade started on January 12,
2010.


GREEKTOWN HOLDINGS: Panel Reiterates Request to Pursue Lawsuits
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Greektown
Holdings Inc.'s cases and Deutsche Bank Trust Company Americas
previously asked the U.S. Bankruptcy Court for the Eastern
District of Michigan for authority to initiate and pursue
litigation in pursuit of bond avoidance claims on behalf of the
Debtors.

Joel D. Applebaum, Esq., at Clark Hill PLC, in Birmingham,
Michigan -- japplebaum@clarkhill.com -- notes that the potential
defendants in Bond Avoidance Claims are insiders or former
insiders of the Debtors who received, in the aggregate, more than
$165 million from the Debtors without having given any
discernable equivalent value in return for the exchange.

The Committee and Deutsche Bank assert that Bond Avoidance Claims
are colorable and valuable, and that pursuit of the Bond
Avoidance Claims will generate substantial proceeds far greater
than any costs incurred in pursuing them.

The Debtors previously argued that the joint request was a
premature attempt by the Committee and Deutsche Bank to
circumvent a competing plan process, which would have determined
ultimate title to, and the ultimate beneficiary of, the Bond
Avoidance Claims.

Mr. Applebaum, however, argues that confirmation of the
Noteholder Plan, the withdrawal of a competing Chapter 11 Plan
submitted by Luna Greektown LLC and Plainfield Asset Management
LLC, and the agreement to hold confirmation of the Debtors' Plan
in abeyance to allow the Noteholder Plan to proceed towards
confirmation and achieve the Effective Date renders the Debtors'
first argument moot.

Confirmation of the Noteholder Plan conclusively determined that
upon the Plan Effective Date, (i) the Bond Avoidance Action
Claims will be transferred to a litigation trust for the benefit
of holders of Allowed General Unsecured Claims and Allowed Bond
Claims, and that (ii) the Litigation Trustee will have all
responsibility for the prosecution and resolution of the Bond
Avoidance Action Claims, Mr. Applebaum contends.

For these reasons, Mr. Applebaum asserts that the Debtors' prior
argument in opposition to the Joint Request now supports a
finding by the Court that the Committee and Deutsche Bank should
be authorized to prosecute the Bond Avoidance Action Claims
because it has been conclusively determined that their
constituents will be the beneficiaries of these actions and that
their professionals will have ultimate responsibility for
prosecuting the actions.

The Bond Avoidance Action Claims must be filed no later than
May 29, 2010, in order to satisfy the requirements of Section
546(a) of the Bankruptcy Code, Mr. Applebaum relates.  He
explains that to preserve the significant value of the Bond
Avoidance Action Claims, it is imperative that the actions be
timely filed.

"Although the Noteholder Plan Proponents have made significant
progress to achieve the Effective Date, regulatory approvals are
required before the Effective Date can occur, the regulatory
approval process requires significant time to complete; and,
despite the Noteholder Plan Proponents best efforts, may not be
completed in advance of May 29, 2010," Mr. Applebaum tells Judge
Shapero.  Thus, immediate entry of an order granting the Joint
Request is imperative, he avers.

The Committee's and Deutsche Bank's request are joined by the
Noteholder Plan Proponents.

Subsequently, in a separate filing, the Debtors concurred with
the Committee's Request and withdrew their prior objection.

              Papases, Gatzaroses Reserve Rights;
                          Tribe Concurs

In separate filings, Jim and Viola Papas and Ted and Maria
Gatzaros, with concurrence from the Sault Ste. Marie Tribe of
Chippewa Indians and its political subdivision, the Kewadin
Casinos Gaming Authority, ask the Court to deny the Request.

The Papases relate that they vehemently dispute the merits of any
Bond Avoidance Claims against them as there is no factual or
legal basis for any claim, "nor has the Committee, Deutsche Bank,
or the Noteholder Plan Proponents alleged anything more than mere
conjecture, conclusory allegations and self-serving rhetoric."
Lisa S. Gretchko, Esq., at Howard & Howard Attorneys PLLC, in
Royal Oak, Michigan, contends that the alleged claims against the
Papases are without merit.

The Papases reserve all of their rights and defenses, including
all procedural or substantive defenses, with regard to any
avoidance claim that might be raised against them, including, but
not limited to, improper venue, lack of jurisdiction, lack of
standing, waiver, estoppel, accord and satisfaction, discharge,
duress, failure of consideration, fraud, illegality, laches,
payment, release, satisfaction, discharge, statute of frauds, and
statute of limitations.

                     About Greektown Casino

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

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

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

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


GREEKTOWN HOLDINGS: Plan Proponents Oppose Some of Foley Fees
-------------------------------------------------------------
Noteholders, the Official Committee of Unsecured Creditors and
other proponents to the plan sponsored by noteholders, ask the
Court to deny Luna Greektown LLC and Plainfield Asset Management
LLC and its affiliates' request to allow as administrative
expenses a portion of the legal fees and costs incurred by Foley &
Lardner LLP on their behalf during the period from July 1, 2009
through and including October 22, 2009, in connection with work
related to the disclosure statements and bankruptcy plans the Luna
Claimants submitted in the Debtors' Chapter 11 cases.

Allan S. Brilliant, Esq., at Dechert LLP, in New York, contends
that the Luna Claimants attempt to justify the reimbursement of
their legal fees from the Debtors' estates through an inaccurate
characterization of the record of their involvement in the
Debtors' Chapter 11 cases.

"In reality, the Luna Claimants are simply disgruntled bidders
who lost out during the Debtors' aborted sale process and
thereafter unsuccessfully attempted to obtain the Debtors' assets
by prosecuting a plan that was patently unconfirmable," Mr.
Brilliant says.  "Having acted entirely in their own self
interest, they now incredibly seek to take credit for the
confirmation of the Noteholder Plan and saddle the estates and
creditors with their legal costs."

The Luna Claimants, however, utterly fail to establish that they
provided any benefit to either the Debtors' estate or creditors
as required under the Bankruptcy Code for an allowable
substantial contribution claim, Mr. Brilliant argues.  The Luna
Claimants have not met and cannot meet their burden of showing
that they have made a substantial contribution to the Chapter 11
cases entitling them to reimbursement for fees and expenses, he
points out.

"The Luna Claimants identify no instance of a court allowing a
substantial contribution award on account of the submission of a
failed plan of reorganization," Mr. Brilliant says.

In a separate filing, the Debtors concur with the Noteholder Plan
Proponents and ask the Court to deny the Luna Claimants' Request.

                     About Greektown Casino

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

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

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

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


GREEKTOWN HOLDINGS: Proposes PGH & H.A.V.G. as Consultants
----------------------------------------------------------
Greektown Holdings Inc. and its units ask the Court for authority
to employ PGH Consulting LLC and Hospitality Advisors Group as
hotel valuation consultants and expert witnesses.

The Debtors assert that they require the assistance of the
Appraisers to determine the market value of their hotel and
attached parking deck in connection with property tax contests
for tax years 2008, 2009, and 2010.

Hospitality Advisors will be responsible for the research and
drafting of the opinion of value for the tax years at issue.
Hospitality Advisors and the Debtors' special tax counsel,
Honigman Miller Schwartz and Cohn LLP, will consult with PGH
regarding certain appraisal issues critical to the valuation of
the Hotel Property.

The Debtors assert that the Appraisers are well-qualified to act
on their behalf, given the firm's extensive knowledge and
experience in real property appraisal generally, and hotel
properties in particular.

In conjunction with the Tax Assessment Contests, the Debtors
relate that they need the Appraisers to perform these services:

  a. Valuation of the Hotel Property as of December 31, 2007,
     December 31, 2008, and December 31, 2009

  b. Advice with respect to valuation matters; and

  c. Potential testimony as experts or fact witnesses in the
     Tax Assessment Contests

The Debtors will pay Hospitality Advisors $26,000 plus a $250
hourly rate for preparations, attendance, and participation in
depositions and pre-trial and trial activity.

The Debtors will pay PGH $450 per hour to consult with a special
tax counsel and Hospitality Advisors.  If necessary, PGH will be
asked to prepare for, attend, and provide pretrial and trial
services, including expert testimony.

The Appraisers will apply to the Court for expense reimbursement
or allowances of compensation for all services it provides to the
Debtors in accordance with applicable provisions of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Rules of Bankruptcy Procedure, and orders of the Court, and
guidelines established by the United States Trustee.

David C. Lennoff, president of PGH; and Laurence G. Allen,
president of Hospitality Advisors, assure the Court that their
firms have no interests that are adverse to the Debtors or their
estates.  Accordingly, each of PGH and Hospitality Advisors is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                     About Greektown Casino

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

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

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

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


GREEKTOWN HOLDINGS: Tribe Wants Decision on PC Sharing Pact
-----------------------------------------------------------
Prior to Greektown Holdings and its units' bankruptcy filing, the
Sault Ste. Marie Tribe of Chippewa Indians entered into the AS/400
Computer System Sharing Agreement with Debtor Greektown Casino,
L.L.C.

By this motion, the Tribe asks Judge Shapero to compel the
Debtors to assume or reject the Computer Sharing Agreement before
April 22, 2010.

If the Court directs the Debtors to reject the Sharing Agreement,
the Tribe seeks a modification of the automatic stay to permit it
to suspend performance under the Agreement immediately.

David Lerner, Esq., at Plunkett Cooney, Esq., in Bloomfield
Hills, Michigan -- dlerner@plunkettcooney.com -- relates that
under the terms of the Computer Sharing Agreement, Greektown
Casino L.L.C. is permitted to continue to use the AS/400 System
to meet certain "computing capacity needs" and to run certain
software used by the Debtor for timecard and reporting purposes
in exchange for the payment of the Debtor's pro rata share of
various hardware maintenance and system support costs.  He adds
that the Tribe also provides various computer support services to
the Debtor under the Computer Sharing Agreement for a $6,500
monthly fee.

Moreover, under the terms of the Computer Sharing Agreement, the
Tribe acquired additional licenses for the Debtor under
a certain agreement with J.D. Edwards & Company for certain
accounting and database software.  In exchange, the Debtor is
required to fully reimburse the Tribe for the Debtor's portion of
the annual software maintenance fees and all other software
support fees under the J.D. Edwards License Agreement, Mr. Lerner
tells the Court.

Although the Tribe has continued to provide services and incur
expenses under the Computer Sharing Agreement since the Petition
Date, the Tribe has generally not received payments postpetition
from the Debtor, Mr. Lerner discloses.  The Debtor, he notes, has
not paid any of the monthly fees or the majority of expenses it
incurred but was paid by the Tribe under the Sharing Agreement.

Mr. Lerner reveals that the Debtor currently owes the Tribe
$211,051 in postpetition services and expenses under the Computer
Sharing Agreement.

In addition to the significant postpetition amounts presently due
and owing to the Tribe under the Computer Sharing Agreement, the
Tribe is at immediate risk for additional expenditures on behalf
of the Debtor with respect to the continuation of the Additional
J.D. Edwards User Licenses, Mr. Lerner further notes.  He says
that the Additional J.D. Edwards User Licenses used by the Debtor
will expire on April 22, 2010, under the terms of the J.D.
Edwards License Agreement.

Upon information and belief, the Debtor has known for a
considerable amount of time that the Additional J.D. Edwards User
Licenses would expire and be subject to renewal on April 22,
2010, Mr. Lerner points out.  He tells Judge Shapero that even
though the Debtor has known the Additional J.D. Edwards User
Licenses will expire shortly, the Debtor advised the Tribe that
it expects the Tribe to renew the Additional J.D. Edwards User
Licenses.

The cost to the Tribe to renew the licenses for the Debtor is
$57,604, Mr. Lerner relates, however the Debtor has not provided
the Tribe with any assurances that it will pay for the License
Renewal Fees and instead has threatened litigation against the
Tribe if it does not renew the Additional J.D. Edwards User
Licenses.

Since the Debtor has not paid the Tribe for over $211,000 in
postpetition fees and expenses under the Computer Sharing
Agreement, it is apparent that the Debtor expects the Tribe to
incur an additional $57,000 on its behalf but has no intent to
reimburse the Tribe, Mr. Lerner asserts.

                       Parties Stipulate

The parties subsequently engaged in talks with respect to the
Tribe's concern.  Accordingly, to resolve the issues between
them, the Debtors and the Tribe entered into a stipulation, which
contains these terms:

  a. The Tribe's Motion to Compel will be withdrawn;

  b. The Tribe will renew the Maintenance Contracts for 10 of
     the Additional J.D. Edwards Licenses for the year beginning
     April 22, 2010 through April 21, 2011;

  c. The Debtors will pay $11,521 to the Tribe as full and final
     consideration for the Renewal, which will be made within 10
     days after the Court approves the Stipulation;

  d. Each of the Tribe and the Debtors retain all their rights
     regarding the Computer Sharing Agreement, including any
     right to seek payment of administrative expenses or to
     object to the same;

  e. Nothing in the Stipulation or the Order will be construed
     as assuming or rejecting the Computer Sharing Agreement,
     and any decision to assume or reject the Sharing Agreement
     will be made pursuant to the Plan.

                     About Greektown Casino

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

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

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

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


GUNNALLEN FINANCIAL: Closes Down, Files Chapter 11
---------------------------------------------------
GunnAllen Financial Inc., a former broker-dealer, filed a Chapter
11 petition on April 26 in Tampa, Florida, estimating assets and
debts are both less than $50 million (Bankr. M.D. Fla. Case No.
10-09635).

The Company said it owes $23 million to creditors.  The Company's
filing came after it closed in March when it could not raise
enough capital to appease regulators, according to the report.

According to Bloomberg News, the Company said customers' accounts
were "not at risk" and could be accessed through the clearing
broker, Ridge Clearing.

Bill Rochelle at Bloomberg News relates that brokers are
ineligible for filing in Chapter 11 so long as they have
"customers."  GunnAllen presumably could file in Chapter 11
because all customer account were transferred to another broker or
the customer accounts were held at the clearing broker in the
first place.  The Web site said there would be an "orderly shut-
down of the company."


HARRISBURG, PENNSYLVANIA: Council Told to Consider Bankruptcy
-------------------------------------------------------------
Harrisburg, Pennsylvania should consider seeking Chapter 9
bankruptcy protection, City Controller Dan Miller told a three-
hour special committee hearing, Dunstan McNichol at Bloomberg News
reported.

According to the report, Mr. Miller, the first of four people to
testify April 26 in an "informational session" on insolvency
convened by Gloria Martin-Roberts, council president, said
bankruptcy may offer Harrisburg relief from $68 million in debt-
service payments this year tied to a waste-to-energy incinerator
project.  Ms. Martin-Roberts opposes a bankruptcy filing.

Harrisburg has guaranteed payments on $282 million in bonds on the
incinerator, run by the Harrisburg Authority.  The city this month
skipped a $637,500 payment due on a loan to Fairfield, New Jersey-
based Covanta Holding Corp., operator of the incinerator.

On April 23, the Harrisburg Authority told the city that it won't
make a $425,282 payment due May 1 on a $17 million bond issue the
city has guaranteed, said Robert Kroboth, interim finance manager.

Harrisburg has been negotiating with Covanta and other creditors
such as Dauphin County, a guarantor of some of the incinerator
bonds, and Hamilton, Bermuda-based Assured Guaranty Municipal
Corp., their insurer.

                       About Harrisburg, Pa.

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

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


HOSSEIN SADEGHI: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hossein Mehrdad Sadeghi
        8070 Endrada De Luz, E.
        San Diego, CA 92127

Bankruptcy Case No.: 10-06740

Chapter 11 Petition Date: April 23, 2010

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Derek J. Lobo, Esq.
                  Page, Lobo & Costales
                  8989 Rio San Diego Drive, Suite 325
                  San Diego, CA 92108
                  Tel: (619) 542-8400
                  E-mail: derekjlobo@aol.com

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

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

A list of the Company's 15 largest unsecured creditors is
available for free at http://bankrupt.com/misc/casb10-06740.pdf

The petition was signed by Hossein Mehrdad Sadeghi.


HUDSON'S FURNITURE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Hudson's Furniture Showroom, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Florida its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,533,838
  B. Personal Property           $17,365,300
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,610,149
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $3,306,125
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,017,597
                                 -----------      -----------
        TOTAL                    $32,899,138      $41,933,871

Sanford, Florida-based Hudson's Furniture Showroom, Inc., filed
for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. M.D.
Fla. Case No. 10-03322).  R Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


HUDSON'S FURNITURE: Gets Interim Okay to Use Cash Collateral
------------------------------------------------------------
Hudson's Furniture Showroom, Inc., obtained interim authorization
from the Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for
the Middle District of Florida to use the cash collateral of
Furniture Brands International, Inc. (FBI) or LA-Z-BOY,
Incorporated and its subsidiaries (LAZBOY).

Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, the
attorney for the Debtor, explained 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/HUDSONS_FURNITURE_budget.pdf

As adequate protection to FBI's rights and interests, FBI will be
granted a replacement lien on all of the assets and property,
except the LAZBOY cash collateral, acquired by the Debtor's estate
or by the Debtor (the Post-Petition Collateral) on and after the
date on which the Debtor filed its voluntary petition.  The post-
petition lien and security interest in the Post-Petition
Collateral granted to FBI will be to the same extent, validity,
priority as its existing lien and will be a valid and perfected
lien and security interest, effective as of the Petition Date,
without the need for the execution or filing of any future
document or instrument otherwise required to be executed or filed
under applicable non-bankruptcy law.

The Debtor will provide to FBI and LAZBOY regular financial
reports including: (i) a weekly inventory report due by each
Friday for results through the prior Friday (ii) weekly cash
results in the form of the Budget which compares actual to budget
(also due by Friday for results through the prior Friday); and
(iii) all debtor-in-possession reports (when filed).

As additional adequate protection, LAZBOY will have a purchase
money security interest which will be a first lien on all
inventory and other goods (and proceeds thereof) acquired by
Debtor from LAZBOY.  The lien will be a valid and perfected first
priority lien and security interest, effective as of the Petition
Date, without the need for the execution or filing of any future
document or instrument, or notice to any prior secured party
otherwise required to be executed, delivered, or filed under
applicable non-bankruptcy law.  The lien related to post-petition
will secure all post-petition obligations.

As of the date of the petition, FBI has suspended credit
privileges to the Debtor.  FBI may re-establish the Debtor's
credit privileges post-petition; however, it reserves the right to
extend credit on terms and conditions that may vary from the terms
and conditions extended pre-petition.

The Court has set a hearing for May 12, 2010 at 11:00 a.m., on the
continued use of cash collateral.

Sanford, Florida-based Hudson's Furniture Showroom, Inc., owns and
operates several retail furniture stores in Florida, including
stores in the cities of Sarasota, Lakeland, Pinellas Park, Tampa,
Brandon, Melbourne, Ormond Beach, Altamonte Springs, Ocoee,
Orlando and Clearwater, Florida.

The Company filed for Chapter 11 bankruptcy protection on March 3,
2010 (Bankr. M.D. Fla. Case No. 10-03322).  Justin M. Luna, Esq.;
Mariane L. Dorris, Esq.; and Victoria I. Minks, Esq., at Latham
Shuker Eden & Beaudine LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and
liabilities at $10,000,001 to $50,000,000.

The Company's affiliates -- A&J Rentals, LLC; Hud Twenty-Five
Ocoee, LLC; Hud Twenty-Three Tampa, LLC; and Hud-Five, LLC --
filed separate Chapter 11 petitions on October 13, 2009.


INDIANA MICHIGAN: Fitch Affirms 'BB+' Preferred Stock Rating
------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Indiana Michigan Power
Co.:

  -- Issuer Default Rating at 'BBB-';
  -- Senior Unsecured Debt at 'BBB';
  -- Preferred Stock at 'BB+';
  -- Short-term IDR at 'F2'.

Approximately $2.7 billion of debt is affected.  The Rating
Outlook for the company remains Stable.

The ratings for I&M take into consideration the company's
affiliation with parent, American Electric Power Co., (AEP, IDR
'BBB' with a Stable Outlook), relatively constructive regulatory
environments in Indiana and Michigan, and stable cash flow
generation from electric operations.  I&M benefits from the
operational and functional ties with AEP, including participating
in AEP's power pool and money pool.  Due to AEP's highly
centralized electric and treasury operations, any deterioration in
credit quality of the parent could impair the ratings of its
subsidiaries.  I&M credit metrics, when adjusted for the company's
operating lease related to the Rockport plant, are below average
for the 'BBB-' rating category guidelines.  For the year ended
Dec. 31, 2009, the utility posted EBITDAR to interest of 2.5 times
and debt leverage, as measured by the ratio of Debt to EBITDAR,
was high at 4.6x.  However, Fitch's analysis recognizes that lease
costs are recoverable in rates and as such the adjusted metrics
are not necessarily reflective of the utility's underlying credit
quality.

I&M has two rate cases currently pending, a $63 million base rate
request in Michigan and a $53 million increase request in Indiana
related to fuel recovery.  Assuming both rate cases have a
balanced outcome, and the economy continues to recover, the
company's credit metrics are forecasted by Fitch to improve
moderately, with EBITDAR to interest to be above 3.0x.

I&M's liquidity position remains strong, with $500 million of
available capacity under the AEP money pool.  Total AEP available
liquidity was approximately $3.4 billion as of Dec. 31, 2009,
including $500 million of cash on hand.  AEP's credit facilities
are comprised of a $1.5 billion facility that matures in March
2011, a $1.454 billion facility that matures in April 2012 and a
$627 facility that matures in April 2011.  The utility's debt
maturities are considered manageable over the next five years and
are: $0 in 2010, $0 in 2011, $121 million in 2012, $0 in 2013 and
$275.7 million in 2014.  Maturing debt will be funded through a
combination of internal cash generation and external refinancings.

I&M repaired Cook Plant Unit 1 and it resumed operations in
December 2009 at reduced power.  The Unit 1 rotors were repaired
and reinstalled due to the extensive lead time required to
manufacture and install new turbine rotors.  Unit 1 has a planned
outage scheduled for the fall of 2011.  In September 2008, I&M
shut down Cook Plant Unit 1 due to turbine vibrations, caused by
blade failure, which resulted in a fire on the electric generator.
The turbine rotors that caused the vibrations were installed in
2006 and are within the vendor's (Siemens) warranty period.
Repair of the property damage and replacement is estimated to cost
approximately $395 million.  Management believes that I&M should
recover a significant portion of these costs through the turbine
vendor's warranty, insurance and the regulatory process.  I&M
maintains property insurance through Nuclear Electric Insurance
Limited with a $1 million deductible.  As of Dec. 31, 2009, the
company recorded $134 million in recoverable amounts under the
property insurance, of which it has received $118 million.  I&M
also maintained a separate accidental outage insurance policy with
NEIL whereby, after a 12-week deductible period, the utility
received weekly payments of $3.5 million for 52 weeks and
$2.8 million for one week for replacement power costs.  In 2009,
I&M recorded $185 million in revenues relating to its accidental
insurance policy.


INFOLOGIX INC: Seeks Nasdaq Hearing on Delisting
------------------------------------------------
InfoLogix, Inc., on April 20, 2010, received a staff determination
letter from the Nasdaq Stock Market regarding the Company's non-
compliance with the Nasdaq continued listing standards.  The
Company received a notice from Nasdaq on August 19, 2009, that its
reported stockholders' equity as of June 30, 2009 fell below the
minimum stockholders' equity requirement of $2,500,000 set forth
in Nasdaq Listing Rule 5550(b)(1) and that it did not meet the
alternatives for complying with the continued listing standards
under Nasdaq Listing Rule 5550(b) of market value of listed
securities or net income from continuing operations.  Pursuant to
the Listing Rules, Nasdaq granted an exception on October 30, 2009
to allow the Company to regain compliance and on November 23, 2009
the Company filed a Form 8-K stating it believed it had regained
compliance with Rule 5550(b)(1).

According to the Company's Form 10-K for the fiscal year ended
December 31, 2009, however, the Company's stockholders' deficit of
$2,544,000 as of December 31, 2009, fell below the minimum
stockholders' equity requirement set forth in Rule 5500(b)(1) and
Nasdaq has determined to delist the Company's securities unless it
requests a hearing before a Nasdaq Listing Qualifications Panel on
or before April 27, 2010.  The Company intends to request a
hearing before the Panel within the deadline and, as a result, its
common stock will remain listed on Nasdaq pending the issuance of
a decision by the Panel following the hearing.  There can be no
assurance that the Panel will grant the Company's request for
continued listing.

Hatboro, Pa.-based InfoLogix, Inc.  (NASDAQ: IFLG)
-- http://www.infologix.com/-- is a provider of enterprise
mobility solutions for the healthcare and commercial industries.

The Company's balance sheet as of December 31, 2009, showed
$33.9 million in assets and $38.5 million of debts, for a
stockholders' deficit of $2.5 million.

McGladrey & Pullen, LLP, in Blue Bell, Pa., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations, has negative working capital and
an accumulated deficit as of December 31, 2009.


INTEGRA TELECOM: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised the corporate
credit rating on Portland, Ore.-based competitive local exchange
carrier Integra Telecom Inc. to 'B-' from 'CCC+' and removed it
from CreditWatch with positive implications, where it had been
placed on April 7, 2010.  At the same time, S&P affirmed the
'CCC+' issue rating on subsidiary Integra Telecom Holdings Inc.'s
senior secured notes issue and secured term loan facility, as well
as the 'B+' issue rating on its $60 million revolving credit
facility.  The recovery ratings on the debt remained unchanged.

At the same time, S&P withdrew the 'CCC+' issue-level and '4'
recovery ratings on Integra Telecom Holdings' senior credit
facilities, which have been refinanced with proceeds from the new
financing.

The upgrade to 'B-' from 'CCC+' reflects the removal of
restrictive financial maintenance covenants with the recently
completed refinancing of the company's term debt.  S&P feel
cushion under the covenants in the prior bank loan was tight and
it might have been difficult for the company to meet these
thresholds on an ongoing basis, especially if Integra experiences
execution missteps or accelerated churn.

"While the new $250 million term loan also contains financial
maintenance covenants," said Standard & Poor's credit analyst
Catherine Cosentino, "S&P's upgrade is predicated on the
presumption that these covenants, which are considerably looser
than those in the previous bank agreement, provide a minimum
ongoing cushion of 15%." Moreover, if the company's revenues
trends stabilize or improve in the second half of 2010, S&P could
raise the rating, given Integra's overall financial profile, and
expectations that it will continue to operate at break-even to
positive levels of net cash flow after capital expenditures.


JAPAN AIRLINES: Aid Must Not Distort Competition, Says IATA
-----------------------------------------------------------
The International Air Transport Association is raising concern
whether the state-backed Japan Airlines' JPY900 billion
($9.7 billion) plan will not allow government support to alter
the airline competitive atmosphere, Bloomberg reported.

Schinichiro Ito, president of All Nippon Airways, is also raising
the same question, as JAL receives government aid to ensure its
survival as it goes through bankruptcy restructuring.  ANA is one
of the two largest Airlines in Japan next to JAL, ATWonline.com
reported on April 16.

Quoting a report from the Nikkei Daily newspaper, ATWonline said
Mr. Ito raised his query in an appearance before a government
committee stating that JAL's restructuring process is
"haphazardly."

According to ATWonline, JAL CEO Kazuo Inamori is concerned at the
inefficient method the company is being run and asserted that more
severe means of cost slashing are expected.

With respect to the airfare cuts that JAL implemented since it
entered bankruptcy, Mr. Ito commented that the airfare reductions
only add harm to JAL's struggling financial condition more than it
creates market imbalance, ATWonline said.

                      Costs Should be Addressed

Following a meeting with Seiji Maehara, Japan's Minister for Land,
Infrastructure, Transport and Tourism, the IATA issued this
statement:

"IATA fully supports Minister Maehara's vision to increase
the competitiveness of Japan's air transport sector with more
efficient infrastructure.  To turn the vision into reality, urgent
action is needed to address cost issues.  Today marks the start of
a new dialogue with the Japanese government which will play a
critical role in rebuilding Japan's aviation competitiveness,"
said Giovanni Bisignani, IATA's Director General and CEO.

Mr. Bisignani urged the government to re-think the JPY 2,400
per tonne charge for international operations at Haneda Airport.
"Charges must follow ICAO principles.  That means transparent
charges, no cross subsidization and consultation with users.
International and domestic operations use the same infrastructure.
There is no justification for international charges to be higher.
In fact, the increased traffic should reduce unit costs," said Mr.
Bisignani.

"Setting such a high charge for Haneda ignores the natural
impact of added capacity to reduce unit costs.  And it misses a
great opportunity to drive efficiencies at both Haneda and Narita
which should compete on costs and services to serve the Tokyo
market.  Moreover, these airports must be able to compete for hub
traffic at Hong Kong, Incheon, Shanghai and Beijing to serve the
growing Chinese market.  But that won't happen with costs double
that of successful airports like Singapore's Changi," said Mr.
Bisignani.

IATA called for a more coherent aviation policy.  "Infrastructure
must meet the demands of passengers.  Airlines cannot continue to
pay for airport infrastructure that is developed for political
purposes.  We need, for example, to sort out the situation in the
Kansai region.  The five runways of Itami, Kansai and Kobe serve
36 million passengers a year.  Singapore runs its successful hub
serving 37 million passengers on just 2 runways and with much
cheaper costs," said Bisignani.

Japan is a mature market on the doorstep of the world's fastest
growing aviation market -- China.  Over the last decade the
Chinese international market has grown from 500,000 seats per week
to 1.4 million, while Japan has remained virtually unchanged with
weekly international seats growing from 1.2 million to
1.3 million.  "Japan must urgently put its aviation house in order
to compete in the Asia-Pacific market.  The open skies bilateral
with the US was an historic achievement.  I encourage the
Government to continue to push for liberalization and join IATA's
Agenda for Freedom initiative to free up antiquated restrictions
on market access and ownership.  With the country's largest
international carrier in bankruptcy, in parallel to
liberalization, the government must aggressively and urgently
address cost issues to rebuild competitiveness."

IATA is closely monitoring the restructuring of Japan Airlines.
"IATA continues to work closely with Japan Airlines in the
restructuring process.  Financial guarantees provided by Japan
Airlines have allowed for business as usual through IATA's global
financial systems.  Tough decisions will need to be made quickly
to cut costs and close the gap with regional competitors.  Japan's
expensive airport infrastructure costs impede improved
competitiveness and must also be addressed as part of building a
successful future for the company," said Mr. Bisignani.

Mr. Bisignani also praised Japan's industry -- airports and
airlines -- for working together to meet the 100% Bar Coded
Boarding Pass target at the end of 2010.  "Japan has always been a
leader in new technology for passenger processing.  Now this
leadership must be extended to freight operations with support
from all stakeholders -- including customs -- to increase the
adoption of e-freight.  Its reduced costs and faster processing
times will make a much-needed contribution to the competitiveness
of Japan's air freight sector," said Mr. Bisignani.

                       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: Chairman Inamori Determined to Revitalize JAL
-------------------------------------------------------------
Amid heavy pressures from lenders and creditors regarding the
company's struggles to emerge from bankruptcy, Japan Airline's
chairman Kazou Inamori has made a stand:  He won't cut more jobs
or routes, Bloomberg News reported.

During his first meeting with the press since his appointment as
JAL chairman, Mr. Inamori expressed his defiance to clamors from
government and JAL's prospective lenders and creditors to
drastically cut costs by severing its workforce and canceling JAL
routes.

"JAL was originally established as a national carrier and
eventually it was listed in the stock market," Mr. Inamori told
Bloomberg.  "All the while that was happening, the top management
was former government officials. They were running the company as
if they were running a government agency."

Mr. Inamori is an ordained Buddhist monk, entrepreneur and a
management specialist.  He founded Kyocera, a leading manufacturer
of electrical parts in Japan, and a Japanese telecommunications
company known today as KDDI.

At 78, Mr. Inamori is retired, but he took the great restructuring
task to support Japan's Prime Minister Yukio Hatoyama offer of the
job.  Mr. Inamori has declined salary for this feat, Bloomberg
said.

"JAL is a company that represents one industry of Japan.  Are we
going to let the company fail or are we going to restore its
viability?  That was an important question at a time when the
Japanese economy was stagnant," said Mr. Inamori.  "For the
country as a whole, I felt it was vitally important that JAL be
revived.  I felt it was necessary for the Japanese economy and for
society."

JAL's creditor banks, which include Mizuho Corporate Bank, Bank of
Tokyo-Mitsubishi UFJ and Sumitomo Mitsui Banking Corp., are
forgiving the airline of more than $8 billion in debts, on a
compromise that the airline will have to undertake harsh cost-
cutting measures including the severance of more than 16,000 jobs
and cancellation of about 16 international routes.

Mr. Inamori and JAL's management are now embattled in the
negotiating table with the carrier's main lenders and the
government, to determine how JAL will be financially reshaped,
Bloomberg said.

"It is true that I am faced with a difficult decision, and I am
struggling with it as I speak.  Syndicated banks and government
tell me we need to do more by drastically reducing more flight
routes and jobs," Bloomberg quoted Mr. Inamori as saying. "I am
trying to keep the reduction level as planned."

As a Buddhist monk, Mr. Inamore's core philosophy is "to do the
'right thing' as a human being, in both life and business,"
Bloomberg related.  "JAL was not the kind of company to look at
its [profit and loss statement].  I am in the middle of a huge
transformation at JAL," Mr. Inamori said.  "I am looking at
numbers on a weekly and monthly basis. In this organization I will
hold each head of the division accountable."

"It improves the quality of my heart and mind and enriches myself
as a human being," Mr. Inamori told said.  "This enhanced spirit
is useful when it comes to revitalizing JAL."

                       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: Extends Codeshare With Jetstar, British Airways
---------------------------------------------------------------
Japan Airlines (JAL) expanded its codeshare agreement with Jetstar
Airways (JQ) from April 1, 2010, when JAL will place its 'JL'
indicator on JQ- operated flights between Osaka (Kansai) and
Cairns -- a service with four weekly flights commencing the same
day.  JAL and Jetstar have been bilateral partners since May 2007
and currently codeshare on flights operated by the latter between
Tokyo (Narita) and Cairns.

In addition, Japan Airlines and British Airways (BA), both members
of leading quality airline alliance oneworld(R), have reached an
agreement to expand their codeshare partnership.  Beginning
March 28, 2010, JAL will codeshare with BA on nine new routes and
from April 28, 2010, 4 new routes, all in the European region.
Including current codeshare flights within the United Kingdom and
within Europe, the total number of codeshare flights between the
two airlines will be 23, broadening JAL's Europe network to cover
36 cities with 54 routes.

                       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)


JAYEL CORP: Court Sets May 12 Hearing on Cash Collateral Use
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas has
set a hearing for May 12, 2010, at 9:00 a.m. on Jayel Corp.'s
request to use cash collateral.

The Debtor sought authorization from the Court to use cash
collateral to pay interest only payments to the Bank of Rogers
and/or its successor in interest First National Bank of Fort
Smith.  The Debtor believes this amount is approximately $39,000
per month.  The Debtor wants to pay James H. Lemmon $4,000 per
month as the manager of the investment properties.  The Debtor
will also use the additional $16,000-$23,000 as needed for
utilities, insurance and general upkeep of the Debtor's
properties.  Any money not used will accumulate in a debtor-in-
possession operational account and distributed as directed by a
confirmed plan.

Bentonville, Arkansas-based Jayel Corporation filed for Chapter 11
bankruptcy protection on March 5, 2010 (Bankr. W.D. Ark. Case No.
10-71120).  Donald A. Brady, Jr., Esq., at Blair & Brady Attorneys
At Law, assists the Company in its restructuring effort.


JEFFERSON ESTATES: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jefferson Estates, LLC
        115 S. Lafayette Blvd., Suite 112
        South Bend, IN 46601

Bankruptcy Case No.: 10-05201

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Patrick T. McFadden, Esq.
                  108 North Main Street
                  South Bend, IN 46601
                  Tel: (574) 233-9338

Estimated Assets: $0 to $50,000

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

A list of the Company's 11 largest unsecured creditors is
available for free at http://bankrupt.com/misc/miwb10-05201.pdf

The petition was signed by Steven D. Kollar, designated
representative.


KEVIN DONOFRIO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Kevin Vincent Donofrio
               Katrina Lynn Donofrio
               2503 Culbreath Cove Court
               Valrico, FL 33596

Bankruptcy Case No.: 10-09334

Chapter 11 Petition Date: April 22, 2010

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Sheila D. Norman, Esq.
                  Norman and Bullington, P.A.
                  1905 West Kennedy Blvd
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800
                  E-mail: sheila@normanandbullington.com

Scheduled Assets: $415,687

Scheduled Debts: $1,083,173

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb10-09334.pdf

The petition was signed by Kevin Vincent Donofrio and Katrina Lynn
Donofrio.


KLCG PROPERTY: Sale of Assets to Dougherty Formally Approved
------------------------------------------------------------
KLCG Property, LLC, and Gurnee Property, LLC, obtained
authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to sell all or substantially
all of the assets relating to the Debtors' business to Dougherty
Funding LLC, subject to higher and better offers.

The Court has approved the Debtor's purchase agreement with
Dougherty Funding.  A copy of the agreement is available for free
at:

       http://bankrupt.com/misc/KLCG_purchaseassetpact.pdf
       http://bankrupt.com/misc/KLCG_assetpurchasepact2.pdf


As reported by the TCR on March 24, 2010, the Debtors cancelled
the auction for the KeyLime Cove indoor water park in Gurnee,
Illinois, when no competing bids were received and instead sought
Court approval for the sale of the property to the stalking horse
bidder, Dougherty Funding.  The deadline for competing bids
expired March 12.  Dougherty Funding has offered to pay
$65 million by exchanging some of the pre-bankruptcy secured debt
and the $2.8 million loan to finance the Chapter 11 effort.
Dougherty is owed $89.5 million on a construction loan.

Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating a 414-room destination resort
hotel, indoor water park and conference center located within the
greater northern Chicagoland region.

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


LANDCOR LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Landcor, LLC
        22812 W. Beloat Road
        Buckeye, AZ 85326

Bankruptcy Case No.: 10-11966

Chapter 11 Petition Date: April 22, 2010

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Gerald L. Shelley, Esq.
                  Fennemore Craig, P.C.
                  3003 N. Central Avenue, Suite 2600
                  Phoenix, AZ 85012
                  Tel: (602) 916-5439
                  Fax: (602) 916-5639
                  E-mail: gshelley@fclaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Karl T. Brim, managing member.


LAS VEGAS MONORAIL: Court Rejects Bid to Dismiss Ch. 11 Case
------------------------------------------------------------
Judge Bruce Markell of the U.S. Bankruptcy Court for the District
of Nevada denied a bid by Ambac Assurance Company -- which was
joined by Wells Fargo Bank, N.A. -- to dismiss the chapter 11
bankruptcy case of Las Vegas Monorail Company.  The Court also
declined to convert the case to Chapter 9.

According to netDockets, Judge Markell held that the Debtor "is a
creature of general nonprofit corporation laws rather than of a
specific legislative enactment."  Judge Markell also held that the
state of Nevada's ability to control the Debtor was "attenuated"
and that the Debtor "operates its day-to-day business in
significant isolation from the State."

netDocket also relates Judge Markell noted that the Debtor's
creditors "are not, and do not expect to be, creditors of the
State" and that "the State is insulated from any of LVMC's
operating losses."  Judge Markell determined that the State of
Nevada exercised a "low level" of control which did not rise to
the level required for the Debtor to be deemed a municipality.  He
also said "Nevada statutory law would likely not imbue LVMC with
sufficient municipal qualities to make LVMC a municipality."

As reported by the Troubled Company Reporter, Ambac had argued
that the Debtor was ineligible to seek Chapter 11 bankruptcy
protection because it constituted a "municipality" under the
Bankruptcy Code.  Ambac said the Debtor could only file for
bankruptcy protection under Chapter 9 of the Bankruptcy Code.

                     About 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: Wants to Modify Culver Studios Deal
----------------------------------------------------
Lehman Brothers Holdings Inc. will ask the U.S. Bankruptcy Court
at a May 12 hearing for permission to restructure an agreement
related to Culver Studios.  Jacqueline Palank at Dow Jones' Daily
Bankruptcy Review reports that Lehman Brothers, through a
subsidiary, owns an 89% stake in Culver Studios, while minority
owner PCCP LLC manages the property.  Dow Jones recalls Lehman
provided Culver Studios with a junior loan last fall so it could
pay the studio's lender in exchange for a three-year loan
extension and avoid foreclosure.  According to Dow Jones, under
that deal, Lehman promised PCCP a cut of all payments Lehman
received under that junior loan, leading to PCCP's filing of a
$2.8 million claim in Lehman's bankruptcy.

Lehman wants to cap PCCP's claim at $2 million, according to Dow
Jones, afraid that the claim could grow to $7 million over the
next few years.  According to Lehman, Dow Jones relates, the
proposed cap is in line with what it expects its creditors to
recover in its bankruptcy.  The request will ensure that Lehman is
able to preserve its relationship with PCCP as well as its
investment in the studio, Dow Jones says.

Culver Studios is a 14.1-acre studio in Culver City, California.
Movies including "Gone With The Wind," "Citizen Kane" and "E.T.:
The Extra-Terrestrial" and television shows like "The Andy
Griffith Show," "Lassie," and "America's Next Top Model" have been
shot in the studio.


LEHMAN BROTHERS: Ernst & Young Added as Defendant to Fraud Lawsuit
------------------------------------------------------------------
Bankruptcy Law360 reports that the lead plaintiffs in a securities
fraud class action against Lehman Brothers Inc. have added
Lehman's former outside auditor Ernst & Young LLP as a defendant
for its alleged role in falsely approving the now-bankrupt bank's
financial statements.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Begins $11 Billion Trial Against Barclays
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy judge
in Manhattan began hearing witnesses April 26 in the trial where
Lehman Brothers Holdings Inc. contends that Barclays Plc received
$11 billion more in assets than it was entitled to receive on
buying assets one week after the Chapter 11 filing on Sept. 15,
2008.  Lehman contends the sale "was secretly structured from the
outset to give Barclays an immediate and enormous windfall
profit."  Also involved in the trial are the Lehman creditors'
committee and the trustee for the Lehman brokerage subsidiary
which sued Barclays at the same time in separate complaints in
bankruptcy court.

                       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)


LENNAR CORP: Fitch Assigns 'BB+' Rating on $250 Mil. Notes
----------------------------------------------------------
Fitch Ratings expects to assign a 'BB+' rating to Lennar Corp.'s
proposed offering of $250 million of senior unsecured notes due
2018 and $250 million of convertible senior notes due 2020.  The
initial purchasers of the convertible senior notes are expected to
have the option to purchase up to an additional $37.5 million of
convertible senior notes solely to cover over-allotments.  These
issues will be ranked on a pari passu basis with all other senior
unsecured debt.

Approximately $200 million of the proceeds from the notes offering
will be used to make a tender offer for a total of $200 million
principal amount of Lennar's 5.125% senior notes due 2010, its
5.95% senior notes due 2011 and its 5.95% senior notes due 2013.
The company will use the remainder of the net proceeds from the
sale of the senior notes and the net proceeds from the sale of the
convertible senior notes for general corporate purposes, which may
include the repayment or repurchase of its existing senior notes
or other indebtedness.

Fitch's current Issuer Default Rating for Lennar is 'BB+'.  The
Rating Outlook is Negative.

The ratings and Outlook for Lennar reflect the company's healthy
liquidity position, improved operating results, lessened joint
venture exposure and moderately stronger prospects for the housing
sector this year.

Lennar was the fourth largest homebuilder in 2008 and focuses on
entry level and first time move-up homebuyers.  The company builds
in 14 states with particular focus on markets in Florida, Texas
and California.  Its financial services operations provides
primarily mortgage financing, title insurance and closing services
for both buyers of Lennar's homes and others.  Its newest segment
is Rialto Investments which provides advisory services, due-
diligence, workout strategies, ongoing asset management services
and acquires and monetizes distressed loans and securities
portfolios.  (Management has considerable expertise in this highly
specialized business.) In February 2010, the company acquired
indirectly 40% managing member equity interests in two limited
liability companies in partnership with the FDIC, for
approximately $243 million (net of transaction costs and a
$22 million working capital reserve).  During the first quarter of
2010 (1Q'10), Lennar also invested $41 million in a fund formed
under the Federal government's PPIP, which is focused on acquiring
securities backed by real estate loans.

Lennar generated $89.42 million of cash flow from operations
during 1Q'10, including a tax refund of $93.8 million as a result
of the tax legislation enacted in November 2009.  (An additional
tax refund of $230.3 million was received on March 2, 2010.) The
company ended the first quarter with unrestricted homebuilding
cash of $732.38 million and $172.50 million in restricted cash.
For all of fiscal 2010, Lennar has the potential to be cash flow
positive, excluding tax refunds, although the company continues to
rebuild its land position (through land purchases and development
spending).  During the first quarter, the company spent
$154 million on land purchases (3,300 home sites), but only
reported land expenditures of $75 million in 1Q'09.  (In 1Q'08
$354 million was spent on land.)

Lennar reported total corporate revenues of $574.44 million, down
3.1%, in 1Q'10.  Homebuilding revenues totaled $520.78 million,
off 1.6%.  Sales of homes accounted for 98.6% of homebuilding
revenues with land sales representing the balance.  Home
deliveries fell 6.4%, while the average sales price rose 5.8% to
approximately $258,500.  The gross margin on home sales in the
quarter was 19.2%, up sharply from 6.5% (14.3% adjusted for real
estate valuation charges) in 1Q'09.  SG&A expenses as a percentage
of homebuilding revenues dropped 360 basis points year-over-year,
primarily due to a reduction in fixed costs.  JVs were a lesser
penalty in the quarter, mainly due to fewer unprofitable JVs and
reduced valuation adjustments.  The homebuilding segment generated
$5.46 million ($15.59 million, excluding valuation adjustments and
write-offs) in pretax profits in the February 2010 quarter as
compared to a loss of $128.28 million (a $77.05 million loss,
excluding real estate charges) in the February 2009 quarter.
Financial services revenues approximated $53.37 million, down
16.7%, while the segment generated a loss of $901,000 in the
seasonally slow 1Q'10, which compares to a $492,000 profit a year
ago.  The new Rialto Investments segment reported an operating
loss of $959,000 on $301,000 in revenues, which primarily
consisted of fees earned for PPIP advisory services.  Lennar's
1Q'10 corporate pretax loss was $19.04 million, 87.8% lower than
the year earlier loss.  The company's net loss was $6.52 million,
down from a net loss of $155.93 million a year ago.

Unit backlog was 2,204 homes, up 33.8% as of Feb. 28, 2010.  The
value of backlog was $581.54 million, 29.2% higher than a year
ago.  The average price in backlog was $263,856, down 3.5%.

In fiscal 2009, corporate revenues totaled $3.12 billion, down
31.8%.  Homebuilding revenues were $2.83 billion, off 33.5%.
Consolidated home deliveries declined 25.6% to 11,422, while the
average sales price decreased 10.1% to $243,114.  The 2009
homebuilding operating loss was $647.38 million (an $86.93 million
loss, excluding real estate charges).  This compares to a
$400.79 million loss ($36.65 million operating earnings, excluding
real estate charges and other extraordinary items) in 2008.  The
corporate pretax loss in 2009 was $731.49 million, which compares
to a $561.53 million loss a year ago.  The net losses were
$417.15 million in 2009 and $1,109.09 million in 2008.

Housing apparently bottomed during 2009, and a so far rather
anemic recovery has begun.  During the next 12-15 months off the
bottom, the recovery may appear jaw-toothed as substantial
foreclosures now in the pipeline present as distressed sales and
as meaningful new foreclosures arise from Alt-A and option ARM
resets.  High unemployment rates and the tightening of certain
Federal Housing Administration loan standards will be notable
headwinds early in the upcycle.  The continuation and expansion of
the scope of the national housing credit may boost sales in spring
of this year.  And the Federal government's continuing efforts to
modify foreclosures may finally show some success in 2010.

In February 2010, Lennar terminated its $1.1 billion senior
unsecured revolving credit facility.  There were no outstanding
borrowings under the credit facility, and it was only being used
to issue letters of credit.  Subsequently, the company has entered
into cash-collateralized letter of credit agreements with two
banks with a capacity totaling $225 million, of which Lennar used
$162.7 million as of Feb. 28, 2010.  The company will save over
$8 million annually as a result of these actions.  (Consistent
with Fitch's comment on homebuilders' termination of revolving
credit facilities, in the absence of a revolving credit line, a
consistently higher level of cash and equivalents than was typical
should be maintained on the balance sheet, especially in these
still uncertain times.)

In March 2009, the company retired its $281 million 7.625% senior
notes due March 2009 for 100% of the outstanding principal amount,
plus accrued interest as of the maturity date.  In April 2009,
Lennar issued $400 million of 12.25% senior notes due 2017 in a
private placement.  During 2009, the company redeemed $50 million
of its 5.125% senior notes due 2010 and $5 million of its 5.95%
senior notes due 2011.  During 1Q'10, Lennar redeemed
$37.3 million of its 5.125% senior notes due October 2010 and
retired $53.2 million of homebuilding mortgage notes on land and
other debt, resulting in a pretax gain of $9.3 million.  As of
Feb. 28, 2010, the company had issued 21 million of its class A
common stock under an equity draw-down program for gross proceeds
of $225.5 million.  Lennar is authorized to sell shares for up to
$275 million under the equity draw-down program.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.


LENNAR CORP: Moody's Assigns 'B3' Ratings on Senior Notes
---------------------------------------------------------
Moody's Investors Service assigned B3 ratings to the new
$250 million senior unsecured note offering and the new
$250 million convertible senior note offering of Lennar
Corporation, proceeds of which will be used to tender for near-
term debt obligations and for general corporate purposes, which
may include the repayment or repurchase of its existing senior
notes or other indebtedness.  At the same time, Moody's affirmed
the company's existing corporate family of B2, existing senior
unsecured note rating of B3, and speculative grade liquidity
rating of SGL-2.  The rating outlook was changed to positive from
stable.

The change to a positive ratings outlook reflects Moody's belief
that the industry's fundamental credit conditions have stabilized
although they remain weak, that Lennar's liquidity has improved,
although it could still benefit from additional rebalancing of
debt maturities, and that the company will maintain capital
structure discipline as it pursues additional growth opportunities
during the next few years, including expanding its portfolio of
troubled real estate loans.

The B2 corporate family rating considers that Lennar's cash flow
generation will be challenging to maintain as it increases its
investment in land and distressed assets in 2010 and beyond.  The
rating also incorporates Lennar's long land position and the
industry's largest (albeit greatly reduced) off-balance sheet
joint venture exposure.  The latter has been a major focus of the
company's attention, and it has opted, or been required, to reduce
its recourse joint venture debt from $1.8 billion at fiscal year-
end 2006 to $279 million at February 28, 2010.  Largely as a
result, Lennar has not reduced its reported debt over this time
period, as contrasted to most of its homebuilding peers.  Its pro
forma adjusted gross homebuilding debt/capitalization at
February 28, 2010, exceeded 50%, a debt leverage metric more
typically associated with that of a single B credit.

At the same time, Lennar's ratings are supported by the company's
improving gross margin performance, which should translate into
reduced losses and ultimately to profitability, positive steps
towards strengthening its liquidity profile and in lengthening its
debt maturity schedule, aggressiveness in booking impairment
charges, and progress in reducing its formerly outsized joint
venture investments and debt guarantees.

Lennar's SGL-2 rating reflects that its strong internal liquidity
(defined as unrestricted cash plus cash flow) and lack of any
covenant compliance pressures offset its lack of external
liquidity (i.e., lack of a revolver).  Lennar has a large land
supply in various parts of the country and, now, real estate
portfolios as well, making its alternate liquidity somewhat
stronger than that of the typical homebuilder.

The ratings could benefit if the company were to restore bottom-
line profitability and/or resume growing its free cash flow
(without assistance from tax refunds), improve its debt leverage,
and continue to strengthen its liquidity.

The ratings and/or outlook could come under pressure if quarterly
losses begin to widen substantially; impairments were to again
rise materially; the company were to experience even sharper-than-
expected reductions in its trailing twelve-month cash flow
generation; and/or adjusted debt leverage were to exceed 70%.

These rating actions were taken:

* B3 (LGD4, 63%) assigned to the new $250 million senior unsecured
  notes due 2018

* B3 (LGD4,63%) assigned to the new $250 million convertible
  senior notes due 2020

* Corporate family rating affirmed at B2

* Probability of default rating affirmed at B2

* Existing senior unsecured notes affirmed at B3 (LGD4,63%)

* Speculative grade liquidity rating affirmed at SGL-2

The rating on the senior unsecured notes, including the two new
issues of notes, has been notched below that of the corporate
family rating because of the presence in the capital structure
both of secured on-balance sheet recourse debt and secured off-
balance sheet recourse debt.  If the proportion of secured debt in
the capital structure were to be reduced, the rating on the senior
unsecured notes could return to parity with the corporate family
rating.

Moody's last rating action for Lennar Corporation occurred on
April 24, 2009, at which time Moody's assigned a B3 rating to a
new issue of $400 million of senior unsecured notes due 2017.

Founded in 1954 and headquartered in Miami, FL, Lennar is one of
the country's largest homebuilders.  Total revenues and net loss
for the 2009 fiscal year that ended November 30, 2009, were
$3.1 billion and ($417) million, respectively.


LKQ CORP: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Chicago-based LKQ Corp. to 'BB' from 'BB-'.  At the same
time, S&P raised its ratings on LKQ's senior secured debt to
'BBB-' and also raised the rating on the shelf for unsecured and
subordinate debt.

"The upgrade reflects S&P's revised business and financial profile
scores on LKQ," said Standard & Poor's credit analyst Nancy C.
Messer.  S&P revised the business profile risk score to fair from
weak, reflecting the company's effective business model, which S&P
believes has been resilient during the recession.  "The revision
further reflects S&P's view of LKQ's solid competitive position
based on its national operating network and effective customer
relationships, and its demonstrated good profitability," she
continued.

S&P revised the company's financial profile score to significant
from aggressive, reflecting S&P's belief that the company can
sustain its improved financial credit measures through 2010 and
into 2011 despite still-sluggish U.S. economic growth.

The stable outlook reflects S&P's assumption that LKQ's resilient
business model will support continuing organic EBITDA expansion
and free cash generation despite the sluggish economic outlook.
It also reflects S&P's belief that the company has sufficient
financial flexibility, including access to equity and debt markets
to refinance its 2013 debt maturities.  At the current ratings,
S&P expects the company to achieve and sustain leverage of 2.5x or
less by year-end 2010 and sustain lease-adjusted funds from
operations to total debt of greater than 20%.

S&P could raise the ratings if S&P believed the company had
permanently reduced leverage to 2x or better with no change in the
business risk.  In particular, the pace and method of funding
acquisitions.  For example, S&P believes LKQ could achieve such
metrics if it increased EBITDA by 25% from reported 12-months
EBITDA of $275 million as of Dec. 31, 2009, leading to sufficient
free cash flow in 2011 to more than cover the scheduled
$50 million debt amortization due October 2011.

S&P could lower the ratings if the company's reported EBITDA
declines to less than $250 million because of operating problems,
loss of business or other adverse market conditions, leading to
minimal free cash flow.  S&P could also lower the ratings if LKQ
undertakes a material debt-financed acquisition or if there was a
change in financial policy due to an altered strategy for business
operations or shareholder value creation.  EBITDA at this lower
level would cause leverage to exceed 3x.


LODGENET INTERACTIVE: Posts $2.5 Million Net Loss for Q1
--------------------------------------------------------
LodgeNet Interactive Corporation's balance sheet for March 31,
2010, will show $485.07 million in total assets and $542.3 million
in total liabilities, for a $57.22 million stockholders' deficit.

According to the Company's earnings release, the Company will also
report a $2.5 million net loss on $118.05 million of total
revenues for the three months ended March 31, 2010, compared with
a $5.96 million net income on $128.09 million total revenues for
the same period a year ago.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?60c0

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

LodgeNet Interactive's balance sheet at December 31, 2009, showed
$508.3 million in total assets and $579.3 million in total
liabilities for a $70.9 million stockholders' deficit.

                          *     *     *

According to the Troubled Company Reporter on September 30, 2009,
Moody's Investors Service upgraded LodgeNet Interactive
Corporation's speculative grade liquidity rating to SGL-3
(indicating adequate liquidity) from SGL-4 (indicating poor
liquidity) while revising the outlook for all ratings to stable
from negative.  Concurrently, Moody's also affirmed LodgeNet's B3
corporate family rating and Caa1 probability of default rating.


LUTHER CLECKLER: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Luther Eugene Cleckler
        3836 County Road 55
        Clanton, AL 35046

Bankruptcy Case No.: 10-31047

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Troy Ted Tindal, Esq.
                  Tindal & Hickman, LLP
                  915 South Hull Street
                  Montgomery, AL 36104
                  Tel: (334) 264-1441
                  Fax: (334) 264-0519
                  E-mail: ttindal@elmore.rr.com

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at http://bankrupt.com/misc/almb10-31047.pdf

The petition was signed by Luther Eugene Cleckler.


MAGIC BRANDS: Organizational Meeting to Form Panel on May 3
-----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on May 3, 2010, at 1:00 p.m.
in the bankruptcy case of Magic Brands, LLC (Fuddruckers), et al.
The meeting will be held at J. Caleb Boggs Federal Building, 844
King Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       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.


METALS USA: Director Larry Powers Discloses Zero Equity Stake
-------------------------------------------------------------
Larry K. Powers, a director at Metals USA Holdings Corp.,
disclosed in a Form 3 filing with the Securities and Exchange
Commission on April 13, 2010, that he does not own any derivative
securities of the company.

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

Metals USA reported $627.8 million in total assets and
$671.5 million in total liabilities, resulting to a stockholders'
deficit of $43.7 million as of December 31, 2009.

                           *     *     *

The Troubled Company Reporter on April 13, 2010, reported that
Standard & Poor's Ratings Services raised its ratings on Houston-
based Metals USA Holdings and its wholly owned subsidiary, Metals
USA Inc., to 'B-' from 'CCC+'.  In addition, the ratings remain on
CreditWatch with positive implications.  S&P originally placed the
ratings on CreditWatch with positive implications on April 7,
2010, based on S&P's assessment that the company's near-term
operating performance is improving.

The TCR on April 14, 2010, reported that Moody's Investors Service
upgraded its ratings for Metals USA Holdings Corp. and assigned a
stable rating outlook to the North American metal distributor.
MUSA Holdings' corporate family rating was raised to B2 from B3
and the rating on the 11.125% notes issued by its subsidiary
Metals USA Inc. was raised to B3 from Caa1.  At the same time,
MUSA Holdings' speculative grade liquidity rating was affirmed at
SGL-3.


LEVI STRAUSS: Feb. 28 Balance Sheet Upside-Down by $265.4 Million
-----------------------------------------------------------------
Levi Strauss & Co. disclosed on April 13, 2010, financial results
for the first quarter ended February 28, 2010, and filed its first
quarter 2010 results on Form 10-Q with the Securities and Exchange
Commission.

Net revenues increased during the first-quarter, reflecting the
continued growth of the Levi's(R) brand worldwide including the
benefit of business acquisitions made during 2009. Revenue
improvements were partially offset by revenue declines in the
wholesale channel in certain markets. Quarterly net revenues were
up 4 percent excluding the positive effects of currency.
The increase in first-quarter net income was largely driven by the
effects of currency. The company reported a strong liquidity
position including cash and cash equivalents of $315 million and
availability under the company's revolving credit facility of
$193 million.

"We're off to a good start for 2010 with revenue growth and our
Levi's(R) brand performing well around the world," said John
Anderson, president and chief executive officer. "Our strategies
are beginning to fuel top-line growth, with the acquisitions we
made last year contributing to our overall revenue gains. We
continue to invest in our business even as retail conditions
remain challenging in many mature markets around the world,
especially in Europe. These investments will put pressure on the
bottom line in the near-term, but are essential to achieve our
goal of sustained, profitable growth."

   * Gross profit in the first quarter increased to $533 million
     compared with $445 million for the same period in 2009.
     Gross margin for the first quarter increased to 51.5 percent
     of revenues compared with 46.8 percent of revenues in the
     same quarter of 2009.  The gross margin improvement reflected
     strong Levi's(R) brand performance, lower inventory markdown
     activity and increased contribution from company-operated
     retail stores, which typically generate a higher gross margin
     than the wholesale business.

   * Selling, general and administrative (SG&A) expenses for the
     first quarter increased to $426 million from $339 million in
     the same period of 2009.  Higher SG&A was primarily due to
     additional selling expenses related to the expansion of the
     company-operated retail network, higher advertising and
     promotion expense as the company increased support for its
     Levi's(R) and Dockers(R) brands, and higher administration
     expenses associated with pension and postretirement benefit
     plans.

   * Operating income for the first quarter was $107 million
     compared with $106 million for the same period of 2009.
     Higher regional operating income, resulting from higher
     revenues and gross margins, was offset by higher corporate
     expenses.

                       Regional Overview

Regional net revenues for the quarter were as follows:

                                             % Increase (Decrease)
   Net Revenues   February 28,   March 1,    As          Constant
   ($ millions)   2010           2009        Reported    Currency
   ------------   ------------   --------    ---------------------
   Americas       $545           $504        8%          7%
   Europe         $306           $267        15%         6%
   Asia Pacific   $184           $180        2%         (5)%

   * The net revenue increase in the Americas was primarily due to
     the contribution to revenues from the Levi's(R) and
     Dockers(R) outlet stores acquired in 2009 and the performance
     of Levi's(R) brand products across all consumer segments in
     the wholesale channel.  These improvements were partially
     offset by lower Signature and U.S. Dockers(R) brand sales.

   * Net revenues improved in Europe, benefiting from the impact
     of currency, the acquisition of the footwear and accessory
     business during 2009, and expansion of the company-operated
     retail network across the region.  Revenue gains were partly
     offset by continued lower sales in the wholesale channel,
     reflecting the continued difficult retail environment across
     the region.

   * Net revenues in Asia Pacific increased on a reported basis
     and decreased on a constant currency basis.  Growth in the
     company's developing markets in the region -- driven by
     brand-dedicated retail store expansion -- was more than
     offset by lower revenue performance in several mature
     markets.

                   Cash Flow and Balance Sheet

The company ended the first quarter with cash and cash equivalents
of $315 million, an increase of $45 million from November 29,
2009. Cash provided by operating activities was $76 million,
compared with $10 million for the same period in 2009, primarily
reflecting the company's operating results and focus on inventory
management.  Net debt was $1.51 billion at the end of the quarter,
down from $1.58 billion at the end of 2009.

"With net revenues up, improved gross margins and growth at the
bottom line, we are delivering solid performance across the key
financial metrics," said Blake Jorgensen, chief financial officer.
"Our strong cash flow and improved liquidity position enable us to
continue to invest behind our strategic growth initiatives and
position the company for profitable growth when economic
conditions improve."

As of February 28, 2010, the Company's balance sheet showed total
assets of $2.9 billion and total liabilities of $3.1 billion,
resulting in a stockholders' deficit of $265,455,000.

A full-text copy of the company's financial results on Form 10-Q
is available for free at:

http://www.sec.gov/Archives/edgar/data/94845/000095012310034358/f5
5493e10vq.htm

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

The Troubled Company Reporter reported on April 26, 2010, that
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Francisco, Calif.-based Levi Strauss & Co.
The outlook is stable.

The TCR also reported that Moody's Investors Service assigned a B2
rating to Levi Strauss & Co proposed senior unsecured notes.  All
other ratings including its B1 Corporate Family Rating were
affirmed.  The rating outlook remains stable.

The TCR reported on April 7, 2010, that Fitch Ratings affirmed
Levi Strauss & Co.'s ratings:

  -- Issuer Default Rating at 'BB-';
  -- $750 million Bank Credit Facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior unsecured term loan 'BB-'.


MARSHALL ASMAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marshall A. Asmar
        15 Joanne Drive
        Milford, CT 06460

Bankruptcy Case No.: 10-31203

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

Scheduled Assets: $1,595,050

Scheduled Debts: $2,411,206

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb10-31203.pdf

The petition was signed by Marshall A. Asmar.


MILES ROAD: Court Denies Request to Obtain DIP Financing
--------------------------------------------------------
The Hon. Joseph M. Scott, Jr., of the U.S. Bankruptcy Court for
the Eastern District of Kentucky has denied Miles Road, LLC's
request to obtain post-petition financing.

The Debtor sought the Court's permission to obtain financing in
the sum of approximately $519,000 from four individuals: James A.
Hughes, Jerry Woodall, Wally Langley and Mark Phillips (the Post
Petition Lenders) pursuant to certain terms and conditions,
including but not limited to relief equivalent to a co-debtor stay
as to the individuals.  Each of these individuals, along with
Dermontti Dawson, is a co-borrower on a certain Promissory Note
(the Note) of the Debtor to Kentucky Bank.  These five individuals
are also the members of the Debtor LLC entity.  The amount of
post-petition financing is the approximate equivalent of three
year's interest on the outstanding principal of the Note
calculated at the rate of 5%.  The majority of the loan proceeds
will be paid to the Bank by the Debtor as additional adequate
protection of its interests, with the remainder being used for
property taxes and to otherwise support maintenance of the
property.

The Post-Petition Financing will be advanced subject to an
interest rate of 5% per annum.

Due to rapid developments in this case, including very recent
negotiations with Kentucky Bank, the Debtor said that it has not
had the opportunity to prepare a detailed loan agreement and other
necessary documentation.  It is anticipated that a loan agreement,
escrow agreement, and additional instruments and orders will be
submitted subject to notice, objection, and Court approval prior
to the entry of final Orders, the Debtor said.

As a condition to making the loan, the Debtor proposed that each
of the Post-Petition Lenders, and Dermontti Dawson, will be
entitled an order granting injunctive relief enjoining and
restraining Kentucky Bank from the commencement, continuation, or
pursuit of any judicial, administrative, or other action or
proceeding to recover any claim arising from the above referenced
promissory note, in the nature of a co-debtor stay.

Mr. Dawson is not participating in the proposed financing.

The Debtor proposed that Kentucky Bank will be granted a lien on
the proceeds of the Post-Petition Financing, which will be placed
in an escrow account, pursuant to an escrow agreement subject to
Court approval, and will exclusively be used to:

     a. make periodic interest payments to Kentucky Bank over a
        three-year period; and

     b. provide additional adequate protection to Kentucky Bank.

The Post-Petition Financing, the Debtor proposed, will be secured
by a lien on property of the estate that isn't otherwise subject
to a lien or secured by a junior lien on property of the estate
that is subject to a lien; however, any lien granted to the Post-
Petition Lenders will be subordinated to the mortgage lien of
Kentucky Bank.

The financing proposal is conditioned upon entry of an injunction
staying the Jessamine Circuit Court action by Kentucky Bank
against the non-debtor individuals.  The Debtor's offered basis
for the proposed injunction is that without such a stay, the
individuals will be unable or unwilling to provide the proposed
financing to the Debtor.

The Court finds that the Debtor has failed to provide sufficient
proof that a reorganization as proposed is likely to be
successful, the Court recognizing that this case is in the early
stage of reorganization having been filed on March 24, 2010.  The
Court recognizes that the Debtor doesn't propose use of the bank's
collateral, the land.  Although the Debtor is required to maintain
the property, its value is not diminished by use.  However, the
Debtor's success in reorganizing is dependent mainly on a
successful turnaround in the real estate market generally.

The Debtor, says the Court, has offered little or no proof that
specific plans are in place for the proposed payment of post-
petition interest.  The Court does not believe the Debtor has
demonstrated that it will be irreparably injured if the requested
injunction does not issue

                         About Miles Road

Miles Road, LLC, filed for Chapter 11 in Lexington, Kentucky
(Bankr. E.D. Ky. Case No. 10-50958), on March 24 after its bank
foreclosed on its property.  The petition says that the Company
has debts of $100 million to $500 million.


MILES ROAD: Files List of Eight Largest Unsecured Creditors
-----------------------------------------------------------
Miles Road, LLC, has filed with the U.S. Bankruptcy Court for the
Eastern District of Kentucky a list of its eight largest unsecured
creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Powell Walton Milward
P.O. Box 105502                Performance bond
Atlanta, GA 30348              Fee                        $12,606


Diamond Landscapes
157 South Forbes Road
Lexington, KY 40511            Goods/services              $4,980


Dawco, LLC
24 Avenue of Champions
Nicholasville, KY 40356        Goods/services              $3,609

T&J Leasing, Inc.              Goods/services              $1,677

Bellerive Development Co.      Goods/services                $565

JWL Management, LLC            Goods/services                $500

Kentucky State Treasurer       Fee                            $15

Woodall & Sons Development                                Unknown

Miles Road, LLC, filed for Chapter 11 in Lexington, Kentucky
(Bankr. E.D. Ky. Case No. 10-50958), on March 24 after its bank
foreclosed on its property.  The petition says that the Company
has debts of $100 million to $500 million.


MISS SIXTY: To Close 10 of Remaining 20 Stores in the U.S.
----------------------------------------------------------
Sharon Edelson at WWD reports that Chieti, Italy-based company
Miss Sixty is closing 10 of its remaining 20 stores in the U.S.

According to WWD, the company suffered a series of financial
setbacks during the height of the recession, entering
administration, a British bankruptcy process, in the U.K.

WWD recalls Miss Sixty in 2008 lost EUR19.5 million, or
US$28.6 million, compared with a profit of EUR9.6 million, or
US$13.1 million, in 2007.

Miss Sixty SpA founder, chairman and creative director Wichy
Hassan, said the company's U.S. stores were simply not working, in
part due to mismanagement, according to WWD.


MT. ZION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mt. Zion Limited Partnership
        dba Woodspring Apartments
        100 North Field Drive, Suite 110
        Lake Forest, IL 60045

Bankruptcy Case No.: 10-18075

Chapter 11 Petition Date: April 23, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: David K Welch, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

The petition was signed by Ivan Djurin, manager of Woodspring
Apartments, LLC, General Partner.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Mt. Zion of Kentucky, LLC                        $300,000
6170 First Financial Drive
Suite 301
Burlington, KY 41005

Assurance Agency, Ltd.                           $22,985

Rite Rug Company, Inc.                           $6,037

Nathan Adams                                     $5,475

Apartment Guide                                  $3,570

For Rent Magazine                                $2,861

D-B Enterprises                                  $2,519

HD Supply Facilities                             $2,007

Shirden's Carpet Cleaning                        $1,874

Wilmar Industries, Inc.                          $1,870

Bzak Landscaping Inc.                            $1,590

Apartments.com                                   $1,347

Sherwin Williams                                 $1,340
Store 1056

Anthem BCBS KY Group                             $1,232

Office Depot, Inc.                               $1,128

Jones Fish Hatcheries, Inc.                      $990

Olimpia Commerical Cleaning                      $800

LexisNexis Screening Solutions                   $539

Jolly Plumbing                                   $285

Graham's Glass & Gazing, Inc.                    $281

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Berkley Manor Apartments
Limited Partnership                    09-41895    11/04/10

Colts Run, LLC                         10-18071    04/23/10

Ventana Hills Associates, Ltd.         09-41755    11/03/09


NEENAH PAPER: Moody's Upgrades Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Neenah Paper Inc. to Ba3 from B1
due to a material reduction in debt and improvements in underlying
fundamentals.  Concurrently, the rating on Neenah's senior
unsecured notes was upgraded to B1 from B2 and the ratings outlook
was changed to stable.  The liquidity rating was raised to SGL-2
from SGL-3.  These actions conclude the review for possible
upgrade initiated on March 1, 2010.

On March 12, 2010, Neenah announced it closed on the sale of its
remaining 475,000 acres of timberlands in Nova Scotia for
CDN$82.5 million and used net proceeds to reduce debt.  The
company permanently repaid a $40 million term loan secured by the
timberlands and reduced the outstanding balance on its revolver to
$0.

The Ba3 CFR reflects Neenah's improved capital structure, good
liquidity profile, and positive growth trends in revenue and
operating results.  Besides the debt repayment resulting from the
sale of the timberlands, the company reduced debt by an additional
$46 million in 2009.  As such, pro forma financial leverage at
December 31, 2009 is estimated at roughly 4.5 times (after Moody's
standard adjustments for pensions and leases) and is expected to
fall to approximately 4 times in 2010 and be sustained below 4
times thereafter.  The ratings are constrained by Neenah's
relatively small size, the secular decline in demand for certain
printing and writing papers due to electronic substitution, and
exposure to cyclical end markets and volatile input costs.  The
stable outlook anticipates a moderate recovery in volumes over the
medium term, partly offset by dramatically higher raw material
costs, particularly hardwood and softwood pulp.

The upgrade in the Speculative Grade Liquidity rating to SGL-2
from SGL-3 reflects improved liquidity and Moody's expectations
that Neenah will maintain its good liquidity profile over the next
year.  Subsequent to the timberlands sales, the company has grown
its cash balance and reduced the outstanding balance on its
$100 million revolver to $0.  Meanwhile, Neenah is expected to be
free cash flow positive over the next four quarters and has modest
near-term debt maturities.  The liquidity rating could be lowered
if free cash flow approaches breakeven or Neenah reduces its
revolver availability for acquisitions or internal uses.

Moody's upgraded these ratings:

* Corporate Family Rating, to Ba3 from B1

* Probability of Default Rating, to Ba3 from B1

* $225 million 7.375% senior unsecured notes due November 2014, to
  B1(LGD4, 62%) from B2 (LGD4, 67%)

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

The last rating action occurred on March 1, 2010, when Moody's
placed all of Neenah's ratings on review for possible upgrade.

Neenah Paper is a global manufacturer of premium, performance-
based papers and specialty products used in a variety of
applications including filtration, printing and writing, and as
backing and component materials for many specialized industrial
and consumer applications.  Based in Alpharetta, Georgia, the
company has paper operations in the US and Germany.  Revenues for
the year ended December 31, 2009, were $574 million.


NEW BERN: Gets Court's Nod to Use Cash Collateral
-------------------------------------------------
New Bern Riverfront Development, LLC, obtained authorization from
the Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina to use cash collateral until
September 30, 2010, despite objections from Wachovia Bank, N.A.,
Weaver Cooke Contruction, LLC, and Mark Halpin, et al.

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/NEW_BERN_budget.pdf

At each closing of a sale property, the Debtor will apply the
gross sale proceeds (after credit for the purchaser's deposit or
other credits required under the sale contract) to (i) the payment
of ordinary and customary closing costs and, where applicable, a
broker's commission, and (ii) payment of or reimbursement for any
post-petition costs expended or incurred by the Debtor to complete
the improvements on the property.

The remaining sale proceeds will be disbursed in payment of costs
and expenses as shown in the budget.  After payment, remaining
proceeds will be disbursed to Wachovia as adequate protection
payments.

The Debtor will provide Wachovia and Weaver Cooke with an
administrative expense claim to the extent the use of cash
collateral results in a decrease in the value of the entity's
interest in the property.

The Debtor will provide Wachovia, Weaver Cooke and the bankruptcy
administrator with financial reports as to the use of cash
collateral.

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NEXSTAR BROADCASTING: BofA, et al., Extend Maturity of Loans
------------------------------------------------------------
Thomas E. Carter, Executive Vice President and Chief Financial
Officer of Nexstar Broadcasting Group, Inc., disclosed that on
April 19, 2010:

     -- the Third Amendment to the Fourth Amended and Restated
        Credit Agreement to Nexstar Broadcasting's Fourth Amended
        and Restated Credit Agreement dated, as of April 1, 2005,
        among Nexstar Broadcasting, Nexstar, the several financial
        institutions from time to time parties thereto and Bank of
        America, N.A., as administrative agent and syndication
        agent became effective. Under the terms of the Nexstar
        Credit Agreement, the principal amount available under the
        revolving credit facility was reduced to $65.0 million,
        and the term loan B was reduced to $61.0 million.

        See http://ResearchArchives.com/t/s?60b5

     -- the Second Amendment to the Third Amended and Restated
        Credit Agreement to Mission Broadcasting, Inc.'s Third
        Amended and Restated Credit Agreement, dated as of
        April 1, 2005, among Mission, the several financial
        institutions from time to time parties thereto and Bank of
        America, N.A., as administrative agent and syndication
        agent became effective.  Under the terms of the Mission
        Credit Agreement, the principal amount available under the
        revolving credit facility was reduced to $10.0 million,
        and the term loan B was reduced to $39.0 million.

        See http://ResearchArchives.com/t/s?60b6

The Credit Agreements were amended to, among other things, (i)
extend the revolving loan commitments to December 31, 2013
(subject to earlier springing maturity dates), (ii) extend the
maturity date of the term loan B to September 30, 2016 (subject to
earlier springing maturity dates), (iii) amend the financial
covenants and provide additional flexibility thereunder, (iv)
permit the incurrence of incremental term loan B facilities of up
to an aggregate amount equal to $100 million, (v) permit Nexstar
Broadcasting and Mission, under certain circumstances to incur
indebtedness and make restricted payments, in each case, in part,
to repurchase or extinguish existing indebtedness, (vi) provide
additional flexibility under the covenants and (vii) relieve the
respective borrowers from their obligation to make mandatory
prepayments under certain circumstances.

The Nexstar Credit Agreement (i) eliminates the requirement that
Nexstar Broadcasting maintain a consolidated minimum interest
coverage ratio and a consolidated maximum senior leverage ratio
and institutes the requirement to maintain a consolidated maximum
first lien indebtedness ratio, based on the aggregate first-lien
indebtedness maintained by Nexstar and Mission, and (ii) changes
the maximum and minimum covenant levels applicable to such
financial ratios.

On April 19, 2010, Nexstar Broadcasting and Mission completed the
issuance and sale of $325.0 million aggregate principal amount of
senior secured second lien notes due 2017. The Notes were issued
pursuant to an Indenture, dated as of April 19, 2010, by and among
Nexstar Broadcasting and Mission, as co-issuers, Nexstar, as
guarantor, and The Bank of New York Mellon, as trustee and
collateral agent.  Nexstar Broadcasting's and Mission's
obligations under the Notes are jointly and severally guaranteed
by Nexstar and all of Nexstar Broadcasting's and Mission's future
domestic subsidiaries.

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida. N exstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

Nexstar Broadcasting Group's balance sheet for December 31, 2009,
showed $619.8 million in total assets and $796.0 million in total
liabilities, resulting in a $176.2 million stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Standard & Poor's Ratings Services affirmed its ratings on Nexstar
Broadcasting Group Inc., including the 'B-' corporate credit
rating.  The rating outlook is positive.


NEXT INC: Posts Net Loss of $84,149 in Q1 Ended Feb. 28
-------------------------------------------------------
Next, Inc. filed on April 14, 2010, it quarterly report on Form
10-Q, showing a net loss of $84,149 on $2,824,439 of revenue for
the three months ended February 28, 2010, compared with a net loss
of $690,700 on $3,058,345 of revenue for the three months ended
March 31, 2009.

The Company's balance sheet as of February 28, 2010, showed
$7,898,557 in assets, $7,355,788 of debts, and $542,769 of
stockholders' equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Joseph Decosimo and Company, 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 is in violation of certain term loan financial
covenants as of November 29, 2009, and has experienced difficulty
in obtaining debt financing at acceptable terms to fund continuing
operations.  The Company has also suffered recurring losses from
operations and has a working deficit as of November 29, 2009.

In its quarterly report for the three months ended February 28,
2010, the Company says it is in a technical, undeclared state of
default under its term loans with Crossroads Bank, despite having
made all payments on time under the agreements, due to its failure
to satisfy the fixed charge ratio covenant.  Additionally, the
Company's revolving line of credit agreement with National City
Bank contains a cross-default provision enabling the lender to
exercise available rights and remedies prior to the scheduled
termination date of November 30, 2010, if the Company defaults
under other indebtedness and the third party lender accelerates
the time for payment of borrowed amounts.

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

               http://researcharchives.com/t/s?60b9

Chattanooga, Tenn.-based Next, Inc. is a creative and innovative
sales and marketing organization that designs, develops, markets
and distributes licensed and branded imprinted sportswear
primarily through key licensing agreements in addition to the
Company's own proprietary designs.  Products are imported,
outsourced and embellished in-house via both the screenprint and
embroidery processes.  The Company has two wholly owned
subsidiaries: (i) Next Marketing, Inc., a Delaware corporation,
and (ii) Choice International, Inc., a Delaware corporation.


NPS PHARMACEUTICALS: Raises $53.3 Million in Shares Sale
--------------------------------------------------------
NPS Pharmaceuticals, Inc., on April 21, 2010, closed its public
offering of 9,000,000 shares of its common stock.  Prior to the
closing of the offering, Canaccord Adams Inc., acting as the sole
book-running manager of the offering and Needham & Company, LLC,
acting as co-manager, exercised in full their over-allotment
option to purchase an additional 1,350,000 shares of NPS common
stock.  The exercise of this option increased the size of the
offering to an aggregate of 10,350,000 shares of NPS common stock.
NPS received proceeds of approximately $53.3 million from the
offering, after deducting underwriting discounts and commissions,
and estimated offering expenses.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

The Company's balance sheet at December 31, 2009, showed
$159.5 million in total assets and $382.3 million in total
liabilities for a $222.7 million stockholders' deficit.

According to the Company, it has not been profitable since its
inception in 1986.  As of December 31, 2009, the company had an
accumulated deficit of approximately $922.7 million.  At present,
revenue from product sales has been in the form of royalty
payments from Amgen on sales of Sensipar, royalty payments from
Nycomed on sales of Preotact, royalty payments from Kyowa Kirin
on sales of REGPARA, milestone revenue from the company's
collaborative agreements with Nycomed, product sales to Nycomed
and beginning in 2009, royalty payments on sales of Nucynta by
Ortho-McNeil.

OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares on behalf
of Eaton Vance Worldwide Health Sciences (2,385,000 shares), Eaton
Vance Emerald Worldwide Health Sciences (39,000 shares), Eaton
Vance Variable Trust (45,000 shares), and Finsbury Worldwide
Pharmaceutical Trust (1,850,000 shares).


ODYSSEY PETROLEUM: Mississippi Unit Files for Chapter 11
--------------------------------------------------------
Odyssey Petroleum Corp.'s U.S. wholly owned Mississippi subsidiary
has filed under Chapter 11 of the United States Bankruptcy Code
for protection from its creditors, in order to give the Company
the time to work through its present financial difficulties.
Odyssey is currently in negotiations with several parties to
obtain funding to move the Company forward, as well as deal with
its present liabilities, contingent or otherwise.


O'LANCER INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: O'Lancer Inc.
        989 C.R. 120
        Hesperus, CO 81326

Bankruptcy Case No.: 10-19533

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Charles G. Stewart, Esq.
                  PO Box 1240
                  Paonia, CO 81428
                  Tel: (970) 527-5600
                  Fax: (970) 527-5601
                  E-mail: cstew@tds.net

Scheduled Assets: $7,312,500

Scheduled Debts: $3,819,915

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by John G. Avery, president.


ONE COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Burlington, Mass.-based competitive local
exchange carrier One Communications Corp. to 'B-' from 'B' and
placed the rating on CreditWatch with negative implications.

At the same time, S&P lowered its rating on the company's senior
secured first-lien credit facility to 'CCC+' from 'B-' (one notch
below the corporate credit rating) and placed it on CreditWatch
with negative implications as well.  The '5' recovery rating
remains unchanged, indicating S&P's expectations for modest (10%-
30%) recovery in the event of payment default.

"The downgrade reflects S&P's concerns regarding the company's
litigation with Verizon Communications Inc. (A/Negative/A-1) with
respect to access charges billed by predecessor Choice
Communications New York over the period April 2003 to September
2005," explained Standard & Poor's credit analyst Allyn Arden.
While One Communications was unable to file its audited 2009
financial statements on time, it did receive waivers from its bank
lenders.  However, there is also a clause that renders a default
if ultimate litigation damages are determined to be in excess of
$7.5 million.

"Moreover, One Communications' operating and financial performance
continues to deteriorate," added Mr. Arden.  During the fourth
quarter of 2009, total revenue and EBITDA declined 11% and 31%,
respectively, due to elevated churn, primarily from smaller
business customers because of weak economic conditions, as well as
competitive pressures.  The company's litigation with Verizon and
resulting adverse impact on its ongoing compliance with bank
credit facility covenants could result in management distractions
and potentially weaker operating trends in the near term.

Additionally, while not a near-term concern, One Communications'
liquidity profile could be hurt when its bank credit facility
covenants tighten significantly on March 31, 2011.

S&P will resolve the CreditWatch listing as additional information
becomes available regarding an amendment to the credit facility
and/or the ultimate resolution with respect to its litigation
proceedings.


PACIFIC ETHANOL: Plan Set for June 8 Confirmation
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
will convene a hearing on June 8 to consider confirmation of the
reorganization plan submitted by four affiliates of Pacific
Ethanol Inc.

Creditors are now voting on the Plan after the explanatory
disclosure statement was approved.

The original iteration of the plan has been modified by giving the
parent Pacific Ethanol an option to buy as much as 25% of the
reorganized company from the secured lenders for $30 million.

Under the Plan, secured lenders are seen to recover 17% to 37%.
Unsecured creditors, owed $1.4 million, are recover 21.4%.

Pacific Ethanol Holding Co. LLC and four wholly-owned ethanol
production facilities expect to emerge from bankruptcy near the
end of the second quarter of this year.

The proposed Plan provides for up to $35 million in a new line of
credit to support current and future plant operations and
restructures the $293.5 million of secured debt of the Plant
Subsidiaries to a combination of equity and $115 million of
secured and subordinated debt.  Under the Plan, the ownership of
the Plant Subsidiaries will be transferred to a newly formed
holding company owned by WestLB AG and other secured lenders.  The
Company will continue to staff, manage and operate the plants
under the terms of an amended and restated asset management
agreement and will continue to market all the ethanol and
distillers grains produced by the plants under the terms of the
amended and restated agreements with the Company's subsidiaries,
Kinergy Marketing and Pacific Ag Products.

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PAETEC HOLDING: Annual Stockholders' Meeting Set for May 27
-----------------------------------------------------------
PAETEC Holding Corp. will hold its 2010 annual meeting of
stockholders on May 27, 2010, at 9:30 a.m., Eastern Time, at SAP
Americas, 3999 West Chester Pike, Newtown Square, Pennsylvania.
At the annual meeting, holders of PAETEC common stock will be
asked to:

     1. consider and vote upon a proposal to elect as directors of
        PAETEC the three nominees specified in the accompanying
        proxy statement;

     2. consider and vote upon a proposal to ratify the
        appointment of Deloitte & Touche LLP as PAETEC's
        independent registered public accounting firm for the 2010
        fiscal year; and

     3. consider and take action upon any other business that may
        properly come before the annual meeting or any adjournment
        or postponement of the annual meeting.

PAETEC's board of directors has nominated Shelley Diamond, H.
Russell Frisby and Michael C. Mac Donald for election as Class I
directors, with a three-year term that will expire at the annual
meeting of stockholders in 2013.  Each of the three nominees
currently serves as a Class I director.  Ms. Diamond was appointed
to the board of directors in 2009 upon the recommendation of one
of PAETEC's independent directors.

Only holders of record of shares of PAETEC common stock at the
close of business on April 1, 2010, which is the record date for
the annual meeting, are entitled to notice of, and to vote at, the
annual meeting and any adjournments or postponements of the annual
meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?60b2

As reported by the Troubled Company Reporter on March 18, 2010,
PAETEC Holding's annual report Form 10-K, revealed a $28.6 million
net loss on $1.58 billion of revenue for the year ended
December 31, 2009, compared with a $487.8 million net loss on
$1.57 billion of revenue for the year ended December 31, 2008.

The Company's balance sheet showed $1.4 billion in total assets
and $1.2 billion in total liabilities for a $2.0 million
stockholders' equity.

A full-text copy of the Company's annual report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?59ac

                     About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                         *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PALM INC: Can Survive as Independent Company, Chief Executive Says
------------------------------------------------------------------
Andrew Parker at The Financial Times reports that Jon Rubinstein,
chief executive of Palm Inc., has insisted that the troubled
business can survive as an independent company in spite of
disappointing handset sales.

According to the FT, Mr. Rubinstein said that Palm would look at
letting other mobile manufacturers use its critically acclaimed
smartphone operating system in a move that could boost the
company's revenue.  The FT notes he also acknowledged Palm would
consider takeover offers after the loss-making company appointed
banking advisers to examine all options including a sale.

The FT says Palm's revenue warning in February underlined how it
is struggling to gain the scale necessary to survive in the highly
competitive smartphone market, which is led by Apple's iPhone.

Analysts at JPMorgan estimate that the company will burn through
US$534 million of cash before reaching break-even in May 2012, the
FT relates.  The company had a gross cash position of
US$592 million at the end of its third quarter, the FT discloses.


As reported by the Troubled Company Reporter, Palm has tapped
Goldman Sachs Group Inc. and Frank Quattrone's Qatalyst Partners
to find a buyer.  The TCR, citing Serena Saitto and Ari Levy at
Bloomberg News, said people familiar with the situation indicated
that Taiwan's HTC Corp. and China's Lenovo Group Ltd. have looked
at Palm and may make offers.  According to Bloomberg, the sources
declined to be identified because a sale hasn't been announced.
Bloomberg said two of the people familiar with the matter have
indicated that Dell Inc. looked at Palm, though it decided against
an offer.  Bloomberg said Jess Blackburn, a spokesman for Dell,
didn't respond to a call for comment.

Elevation Partners LP owns about 30% of Palm.

                        About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

At February 28, 2010, Palm had total assets of $1,007,237,000
against total current liabilities of $601,133,000; long-term debt
of $387,000,000; non-current deferred revenues of $19,001,000;
non-current tax liabilities of $6,286,000; Series B redeemable
convertible preferred stock of $272,961,000; and Series C
redeemable convertible preferred stock of $18,782,000; resulting
in stockholders' deficit of $297,926,000.  At May 31, 2009,
stockholders' deficit was $406,568,000.

                           *     *     *

As reported by the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and other ratings on Palm Inc. and revised the
ratings outlook to negative from positive.  "The action reflects
the company's announcement that revenues in the February 2010
quarter and fiscal year ending May 2010 will be well below earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.


PATRIOT COAL: Moody's Assigns 'B3' Rating on $250 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Patriot Coal
Corporation's proposed $250 million senior unsecured notes.
Moody's also assigned a B2 Corporate Family Rating, a B2
Probability of Default rating, and an SGL-3 Speculative Grade
Liquidity rating, reflecting adequate liquidity.  The rating
outlook is stable.  The company intends to use the net proceeds
from this offering for working capital, general corporate
purposes, and capital expenditures for organic metallurgical coal
expansion.  This is the first time that Moody's has rated the debt
of Patriot.

Moody's B2 CFR reflects Patriot's 1.8 billion tons of coal
reserves, strong competitive position in three coal basins, and
somewhat aggressive amount of debt pro forma for the proposed
financing.  The rating is also supported by Patriot's ability to
produce approximately 5 to 9 million tons of metallurgical (met)
coal annually, which will benefit the company's earnings and cash
flow over the rating horizon due to strong met coal pricing.

Challenges for the B2 CFR include Patriot's relatively
concentrated operations in the Central Appalachian coal region,
where operating conditions are often difficult and mine permitting
and safety regulations are only expected to get more challenging.
Patriot has a limited history as a stand-alone company and has had
large operating losses in the last two years.  In addition, it has
significant legacy liabilities, approximately $1.7 billion, which
burden the company's cost position.  With fairly high cost
operations, compressed margins may result if met coal prices
decline.  The ratings also consider Patriot's negative free cash
flow over the near term as legacy "under water" thermal contracts
do not expire until 2012.  Although Patriot is exposed to
potential difficulties and delays in obtaining surface mining
permits, the company is relatively well-positioned to respond to
these challenges given its vast reserves.

The SGL-3 speculative grade liquidity rating reflects Moody's
belief that Patriot will maintain an adequate liquidity profile
over the next 12 months.  The company plans to amend and restate
its existing senior secured revolving credit facility for two
years, to 2013.  The facility size will decrease to approximately
$400 million post October 2011.  Availability will be at least
$50 million after utilization for $350 million of letters of
credit.  Cash on hand should be sufficient to cover all cash
requirements and slightly negative free cash during this period.
In addition, on March 2, 2010, the company established a
$125 million accounts receivable securitization facility due 2013
and can currently borrow or issue letters of credit of up to
$125 million under the facility.  The amended credit facility
contains financial covenants limiting net indebtedness (maximum
leverage ratio of 3.0x) and requiring minimum EBITDA (as defined
in the credit facility) coverage of interest expense (minimum
interest coverage ratio of 3.0x).  Moody's believes Patriot will
be in compliance with the covenants over the rating horizon.

The stable outlook is supported by the company's contracted
thermal coal positions, as well as Moody's belief that current
contract (and spot) prices, as well as demand, have limited
downside risk.  Thermal demand continues to be pressured by weak
electricity demand and high utility stockpiles, but the pace of
requested deferrals has slowed considerably.  Thermal demand will
not rebound strongly until the U.S. industrial sector recovers,
but Moody's believes that demand is now at a base from which
modest advances can be made.  Metallurgical coal prices have
improved significantly from last year's benchmark levels as
Chinese demand has been very strong, in addition to its production
being hampered by infrastructure issues.

Assignments:

Issuer: Patriot Coal Corporation

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B2

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

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

Based in St. Louis, MO, Patriot Coal Corporation is the fourth
largest coal producer in the Eastern U.S. with approximately
32 million tons of annual coal production and $2.0 billion in
revenues in 2009.


PATRIOT COAL: S&P Assigns Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
corporate credit rating to St. Louis, Missouri-based Patriot Coal
Corp.  The outlook is stable.

S&P also assigned a 'B+' (same as the corporate credit rating)
issue-level rating to Patriot Coal's proposed $250 million senior
unsecured notes due 2018.  The recovery rating is '3', indicating
S&P's expectation of meaningful (50%-70%) recovery for noteholders
in the event of a payment default.

The company expects to use proceeds from the proposed notes for
general corporate purposes, which may include capital expenditures
associated with metallurgical coal expansion opportunities.

"The 'B+' corporate credit rating on Patriot Coal reflects the
combination of its weak business risk profile and aggressive
financial risk profile," said Standard & Poor's credit analyst
Maurice Austin.

The company has significant exposure to the high cost Central
Appalachia region and faces challenges posed by the inherent risks
of coal mining, including operating problems, price volatility,
and increasing costs and regulatory scrutiny.  Its customer base
is somewhat narrowly focused, with about 60% of production
stemming from five utility customers.


PLAINFIELD APARTMENTS: Judge Converts Case to Chapter 7 Proceeding
------------------------------------------------------------------
Mark Spivey at myCentralJersey.com reports that a federal judge
converted the Chapter 11 bankruptcy case of Plainfield Apartments
LLC to Chapter 7 liquidation proceeding, paving for Savings Bank
to proceed with a foreclosure action.

According to the report, federal authorities plan to probe
allegations of fiscal wrongdoing by the company.

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company listed
$14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).


PROTECTION ONE: To Be Acquired by GTCR in $828 Million Deal
-----------------------------------------------------------
Protection One, Inc., has entered into a definitive agreement to
be acquired by affiliates of GTCR, a private equity firm that
manages more than $8 billion in equity capital.

In January 2010, Protection One commenced a process to explore and
evaluate strategic alternatives, including a possible sale of the
Company, to maximize shareholder value.

Under the terms of the agreement, an affiliate of GTCR will
commence on or about May 3, 2010, a tender offer to acquire all of
the outstanding common stock of Protection One for $15.50 per
share in cash, followed by a merger to acquire all remaining
outstanding Protection One shares at that same price. The offer
price represents a premium of 13% over the April 23, 2010 closing
stock price of $13.76, and a premium of 118% over the $7.10
closing stock price on January 19, 2010, which was the last
business day prior to Protection One's public announcement that it
was considering a possible sale of the company.  The total
purchase price, including the refinancing of Protection One's
debt, will be approximately $828 million.  JP Morgan Chase Bank,
N.A., Barclays Capital and TCW/Crescent Mezzanine have committed
to providing the debt financing in support of the transaction.

Protection One's board of directors unanimously approved the
transaction, which is subject to customary closing conditions,
including minimum levels of participation in the tender offer and
regulatory approvals.  The transaction is expected to be completed
in the second quarter of 2010.  Upon completion of the merger,
Protection One will become a private company, wholly owned by an
affiliate of GTCR.

"Our board of directors has determined that the proposed price for
the transaction is fair to Protection One's stockholders. We also
expect that the tender offer will deliver value to Protection
One's stockholders in a more efficient and more immediate fashion
than under a traditional merger process," said Richard Ginsburg,
Chief Executive Officer of Protection One.

"This acquisition is an exciting opportunity for GTCR and all of
Protection One's stakeholders. We are thrilled to be involved in
the security alarm monitoring industry for a third time in the
past ten years. We look forward to building on the strong base of
business established by Protection One's top-quality team of
employees, while continuing to provide great service to Protection
One's customers," added David A. Donnini, Principal of GTCR.

Affiliates of Quadrangle Group LLC and Monarch Capital Partners,
which together own over 60% of the fully diluted shares (and
approximately 70% of the currently outstanding shares) of
Protection One, have each executed a tender and support agreement
pursuant to which they have agreed to validly tender (and not
withdraw) their shares in the tender offer.

Protection One's financial advisor in the transaction is J.P.
Morgan Securities Inc. and its legal advisor is Kirkland & Ellis
LLP. Lazard Freres & Co. LLC advised Protection One's board of
directors and its independent transactions committee with respect
to the fairness of the offer price to be paid in the transaction.

Morgan Keegan & Company, Inc. and Barclays Capital served as M&A
advisors and Barnes Associates served as an industry advisor to
GTCR. Latham & Watkins LLP and Skadden, Arps, Slate, Meagher &
Flom LLP provided GTCR legal counsel.

                            About GTCR

Founded in 1980, GTCR -- http://www.gtcr.com/-- is a private
equity firm focused on investing in growth companies in the
Financial Services & Technology, Healthcare and Information
Services & Technology industries. The Chicago-based firm pioneered
the "Leaders Strategy" -- finding and partnering with world-class
leaders as the critical first step in identifying, acquiring and
building market-leading companies through acquisitions and organic
growth. Since its inception, GTCR has invested more than $8.0
billion in over 200 companies.

                       About Protection One

Protection One, Inc. -- http://www.ProtectionOne.com/-- is
principally engaged in the business of providing security alarm
monitoring services, including sales, installation and related
servicing of security alarm systems for residential and business
customers.  The Company also provides monitoring and support
services to independent security alarm dealers on a wholesale
basis.  Affiliates of Quadrangle Group LLC and Monarch Alternative
Capital LP own roughly 70% of the Company's common stock.

On March 24, 2010, Protection One filed its annual report on Form
10-K for the year ended December 31, 2009, showing $571.9 million
in assets and $631.0 million of debts, for a stockholders' deficit
of $59.1 million.


PHILADELPHIA NEWSPAPERS: Auction Delayed; Job Cuts if Lenders Win
-----------------------------------------------------------------
The Philadelphia Inquirer Staff Writer Christopher K. Hepp reports
that the bankruptcy auction of Philadelphia Newspapers L.L.C. was
delayed for five hours after its scheduled start.  Mr. Hepp
relates that as of 4:15 p.m. Tuesday, the auction had yet to
begin.

According to Mr. Hepp, the participants apparently have been
hashing out disputes over the terms of the three bids on the
table, and which represents the "highest and best" offer at the
moment.  The three bidders are:

     -- a local investor group, led by Bruce Toll;
     -- the senior lenders, who own the majority of the company's
        debt, and
     -- Stern Partners, a Canadian company that owns two
        newspapers in Manitoba.

As reported by the Troubled Company Reporter on Tuesday, Raymond
G. Perelman, the 92-year-old Philadelphia businessman and
philanthropist, joined Mr. Toll's group.

Steve Tawa at KYW Newsradio reports that the three groups of
bidders appeared before the Judge Stephen Raslavitch in
Philadelphia on Monday to provide more detail about their
finances, and new revelations popped up.  KYW Newsradio relates
that:

     (A) If lenders take control of the papers, newspaper
         executive Brian Tierney says the company would have to
         let go all of its employees and then would rehire at
         least 51% of them.  The Company currently has 4,500
         workers;

     (B) the local investors and Stern Partners stipulated in
         their bids that they plan to achieve "acceptable"
         collective bargaining agreements with the unions;

     (C) the lenders complained they were left out and not
         consulted over the weekend.

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 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.


RECTICEL INTERIORS: Moving Towards Emergence from Chapter 11
------------------------------------------------------------
Mid-April the U.S. Bankruptcy Court for the Eastern District of
Michigan approved the proposed reorganization plan for Recticel's
two U.S. subsidiaries, Recticel Interiors North America LLC and
Recticel Urepp North America Inc.

The approval was subject to an appeal period running to April 23,
2010.  No appeal having been filed against the decision, Recticel
can now confirm that RINA and RUNA will emerge from the Chapter 11
procedure and carry on operations under the renegotiated terms to
further develop their business.

                 About Recticel North America

Brussels-based Recticel SA (NYSE Euronext: REC) ---
http://www.recticel.com/-- makes and sells foam filling for
automobiles.

Two units of Recticel -- Recticel North America, Inc., and
Recticel Interiors North America, LLC -- filed for Chapter 11 on
Oct. 29, 2009 (Bankr. E.D. Mich. Case No. 09-73411).

RINA makes and sell interior trim for cars in the United States
and RUNA operates in the manufacture of Colo-fast light-stable
polyurethane compounds, which are used by RINA.  RINA and RUNA
have 250 employees.

Together, the Auburn Hills, Michigan-based companies reported
revenue of US$69.6 million in 2008 and US$28.3 million for the
first nine months of 2009. Combined assets are US$13.9 million,
with combined debt totaling US$105.9 million.

The case is In re Recticel North America Inc., 09-73411,
U.S. Bankruptcy Court, Eastern District Michigan (Detroit).


REGENT COMMUNICATIONS: Completes Reorganization Plan
----------------------------------------------------
Regent Communications, Inc., has completed its reorganization plan
and will emerge from the bankruptcy process effective with new
financial flexibility following its initial petition to the Court
less than two months ago on March 1, 2010.  Regent has
successfully completed all conditions of its First Amended Joint
Plan of Reorganization of Regent Communications, Inc., and Its
Debtor Affiliates Under Chapter 11 of the Bankruptcy Code (the
"Plan") previously confirmed by the United States Bankruptcy Court
for the District of Delaware on April 12, 2010.

As previously announced and consistent with the Plan, all
outstanding shares of the Company's common stock have been
extinguished effective today.  As provided in the Plan, the
Company expects that stockholders of record as of the close of
trading on April 26, 2010, will receive a distribution of $0.13
per share by early-to mid-May.

                  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.


RIVIERA HOLDINGS: Board Approves Amendment to Bylaws
----------------------------------------------------
The Board of Directors of Riviera Holdings Corporation has
approved and adopted an amendment to Article III of the Company's
Bylaws to provide for:

     (a) The creation of the Office of the CEO, which will be held
         collectively by those officers designated by the Board.

     (b) The elimination of the requirement that the Chairman of
         the Board will also be the Chief Executive Officer.

     (c) Making related conforming changes to Article III of the
         Company's Bylaws, including the renumbering of sections.

The amendment to the Bylaws took effect upon adoption by the
Board.

As reported by the Troubled Company Reporter, William L.
Westerman, Riviera's Chief Executive Officer, President and
Chairman of its Board of Directors, passed away on April 18, 2010.
Mr. Westerman also served as Chairman of the Board of Directors
and CEO of Riviera Operating Corporation and as Chairman of the
Board of Directors, CEO and President of Riviera Black Hawk, both
wholly owned subsidiaries of Riviera.

On April 19, 2010, the Board announced the creation of the Office
of the CEO on an interim basis, which will perform the functions
of Riviera's Chief Executive Officer and will be jointly held by
Tullio J. Marchionne, Riviera's Secretary and General Counsel and
ROC's Secretary and Executive Vice President; Robert A. Vannucci,
the President and Chief Operating Officer of ROC; and Phillip
Simons, Riviera's Treasurer and Chief Financial Officer and ROC's
Treasurer, CFO and Vice President of Finance.  Messrs. Marchionne,
Vannucci and Simons will also each continue in their current
positions with Riviera and its subsidiaries.  Effective
immediately, Vincent L. DiVito, a current member of the Board, was
elected Chairman of the Board.

                        Going Concern Doubt

The Company reported a net loss of $24.9 million on $134.0 million
of revenue for the year ended December 31, 2009, compared with a
net loss of $11.9 million on $169.8 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$198.9 million in assets and $282.0 million of debts, for a
stockholders' deficit of $83.1 million.

Ernst Young LLP, in Las Vegas, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has a working capital deficiency.  In
addition, the Company is in default under its Credit Facility and
Swap Agreement.

                      About Riviera Holdings

Las Vegas, Nevada-based Riviera Holdings Corporation, through its
Wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino located on the Las Vegas
Boulevard in Las Vegas, Nevada.  Through its wholly owned
subsidiary, Riviera Black Hawk, Inc., the Company owns and
operates the Riviera Black Hawk Casino, a casino in Black Hawk,
Colorado.


RJ YORK: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------
Debtor: RJ York Maryland, LLC
        8229 Maryland Ave.
        Clayton, MO 63105

Bankruptcy Case No.: 10-44366

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Corinne Darvish, Esq.
                  15 N. Meramec
                  St. Louis, MO 63105
                  Tel: (314) 727-8900

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

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

A list of the Company's 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/moeb10-44366.pdf

The petition was signed by Robert B. Kramer, managing member.


ROTHSTEIN ROSENFELDT: Founder's Cars & Watercrafts Up for Auction
-----------------------------------------------------------------
Melanie Cohen at Dow Jones' Daily Bankruptcy Review, citing the
Sun-Sentinel in Ft. Lauderdale, Florida, reports that U.S.
District Judge James Cohn granted prosecutors permission on Friday
to sell off Scott Rothstein's cars and several watercrafts.  The
vehicles are going up for auction in June, Dow Jones says, citing
the Miami Herald.

The Sun-Sentinel reported that prosecutors told Judge Cohn that
quickly proceeding with an auction would "best preserve the value
of the assets identified for forfeiture at the conclusion of all
or part of the criminal case."

Mr. Rothstein pleaded guilty in January to five criminal charges
against him.  Daily Business Review reports that the judge delayed
Mr. Rothstein's scheduled May 6 sentencing after his attorney
filed a request citing difficulty meeting with his client, who is
in protective custody at an undisclosed location after helping
prosecutors nab an alleged Sicilian Mafioso.  Daily Business
Review reports that, according to court documents, Mr. Rothstein
recorded 18 conversations with Roberto Settineri, who is accused
of being a go-between for the Gambino crime family and mobsters in
Italy.  Mr. Rothstein is now set to be sentenced June 9 for
masterminding a $1.2 billion Ponzi scheme.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.


SAINT VINCENTS: Hires Epiq Bankruptcy as Claims Agent
-----------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates sought and obtained the Court's authority to employ
Epiq Bankruptcy Solutions, LLC, as noticing and claims agent nunc
pro tunc to the Petition Date.

Epiq served as the notice and claims agent in the Debtors' prior
Chapter 11 cases.  The Debtors propose to renew Epiq's previous
retention because, according to the Debtors, Epiq has demonstrated
well-developed, efficient and cost-effective methods in its area
of expertise.  In addition, the Debtors maintain, Epiq is familiar
with their operations and has prior experience in identifying and
providing notice to their creditors.

As the notice and claims agent, Epiq will, among other things:

   (i) distribute required notices to parties-in-interest;

  (ii) receive, examine, maintain and docket all proofs of claim
       and proofs of interest filed in these Chapter 11 Cases and
       maintain the associated claims registers; and

(iii) provide other administrative services as the Court, the
       Clerk's Office, and the Debtors may require in connection
       with these Chapter 11 Cases.

Pursuant to the Services Agreement, Epiq may perform these
services:

(a) Prepare and serve required notices and other pleadings,
     including:

      (i) a notice of the commencement of these Chapter 11 Cases
          and the initial meeting of creditors under Section
          341(a) of the Bankruptcy Code;

     (ii) copies of interim "first day" orders;

    (iii) notices of all hearings, including, without
          limitation, hearings with respect to (A) entry of
          final orders for any "first day" pleadings entered on
          an interim basis at the "first day" hearing and (B)
          entry of any procedures or orders with respect to a
          sale of the Debtors' assets; and

     (iv) other miscellaneous notices as the Debtors or the
          Court may deem necessary or appropriate for an orderly
          administration of these Chapter 11 Cases.

  (b) Within five business days after the service of a
      particular notice, prepare for filing with the Clerk's
      Office a certificate or affidavit of service that includes
      (i) an alphabetical list of persons on whom the notice was
      served, along with their addresses and (ii) the date and
      manner of service.

  (c) Maintain copies of all proofs of claim and proofs of
      interest filed in these Chapter 11 Cases.

  (d) Maintain official claims registers in these Chapter 11
      Cases by docketing all proofs of claim and proofs of
      interest in a claims database that includes these
      information for each claim or interest asserted:

       (i) the name and address of the claimant or interest
           holder and any agent, if the proof of claim or proof
           or interest was filed by an agent;

      (ii) the date the proof of claim or proof of interest was
           received by Epiq or the Court;

     (iii) the claim number assigned to the proof of claim or
           proof of interest; and

      (iv) the asserted amount and classification of the claim.

  (e) Implement necessary security measures to ensure the
      completeness and integrity of the claims registers.

  (f) Transmitting to the Clerk's Office a copy of the claims
      registers as requested by the Clerk's Office.

  (g) Maintain an up-do-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and
      make that list available upon request to the Clerk's
      Office or any party-in-interest.

  (h) Provide access to the public for examination of copies of
      the proofs of claim or proofs or interest filed in these
      Chapter 11 Cases without charge during regular business
      hours.

  (i) Record all transfers of claims pursuant to Bankruptcy Rule
      3001(e), and, provide notice of those transfers as
      required by Bankruptcy Rule 3001(e).

  (j) Provide temporary employees to process claims as
      necessary.

  (k) Provide other claims processing, noticing, and related
      administrative services, including balloting services, as
      may be requested from time to time by the Debtors, the
      Court or the Clerk's Office.

  (l) Establish and maintain a Web site to promulgate basic
     information regarding these Chapter 11 Cases.

  (m) File with the Court the final version of the claims
      register immediately before the close of the chapter 11
      cases.

  (n) At the close of the case, ship all filed claims to the
      Federal Records Center under the direction of the Clerk's
      Office.

  (o) Promptly comply with further conditions and requirements
      as the Clerk's Office or the Court may at any time
      prescribe.

In addition, Epiq will assist the Debtors with, among other
things: (a) maintaining and updating the master mailing lists of
creditors; (b) to the extent necessary, gathering data in
conjunction with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs; and
(c) performing other administrative tasks pertaining to the
administration of these Chapter 11 Cases as may be requested by
the Debtors, the Court, or the Clerk's Office.

The Debtors will pay Epiq's professionals in accordance with the
firm's current hourly rates:

Title                       Hourly Rate Range
-----                       -----------------
Clerk                          $36-$54
Case Manager (Level 1)         $112-$157
IT Programming Consultant      $126-$171
Case Manager (Level 2)         $166-$198
Senior Case Manager            $202-$247
Senior Consultant              $265

The Debtors relate that they have paid Epiq a retainer of $25,000
prior to the Petition Date.

As part of the overall compensation payable to Epiq under the
terms of the Services Agreement, the Debtors have agreed to
certain indemnification and contribution obligations.  The
Services Agreement provides that the Debtors will indemnify and
hold harmless Epiq, its affiliates, parent, and each entity's
officers, members, directors, agents, representatives, managers,
consultants and employees under certain circumstances specified in
the Services Agreement, but not in circumstances of losses
resulting solely from Epiq's gross negligence or willful
misconduct.

The Services Agreement also limits Epiq's liability to the Debtors
to the total amount paid by the Debtors to Epiq for the particular
services which give rise to the claims.  In addition, under the
Services Agreement, Epiq is not liable for any indirect, general,
punitive, incidental, special or consequential damages.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions, LLC, assures the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, and (b) does not hold or represent an
interest adverse to the Debtors' estates in connection with any
matter on which Epiq will be employed.

A full-text copy of Epiq' Services Agreement is available for free
at http://bankrupt.com/misc/Vincent_EpiqAgreement.pdf

          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 Honor Prepetition Medicaid Agreements
-----------------------------------------------------------------
On an interim basis, Saint Vincents Catholic Medical Centers of
New York and its debtor affiliates sought and obtained the Court's
authority to honor and continue to perform under certain
settlement agreements with the Office of the Medicaid Inspector
General.

Representing the Debtors, Adam C. Rogoff, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York, related that the Medicaid is
an important revenue source for the Debtors, particularly given
the historic level of care provided to the indigent community of
the Lower West Side of Manhattan.  According to Mr. Rogoff,
failure to perform under the agreements could result in holdbacks
in Medicaid payments, which would impact the Debtors' liquidity
and ability to facilitate an orderly wind down of their services
during their Chapter 11 cases.

"By continuing with the installment payments under these
settlement agreements, the Debtors seek to ensure that their
Medicaid funding will continue without interruption," Mr. Rogoff
maintains.

Mr. Rogoff says that despite implementing a Plan of Closure for
the Debtors' Manhattan acute-care Hospital, the Debtors will still
be collecting Medicaid payments for the services they provided,
which will assist in the preservation of the Debtors' on-going
non-Manhattan Hospital services.

Mr. Rogoff tells the Court that the Debtors seek to continue with
the modest aggregate monthly payments of approximately $23,000 or
an aggregate of $115,000 to the Medicaid program to avoid costly
litigation that would result in a depletion of resources for the
Debtors.

The Debtors assert that the relief requested is necessary to
facilitate the orderly wind down of the Manhattan acute care
hospital consistent with the Plan of Closure submitted to the New
York State Department of Health, while also preserving value for
the Debtors' other on-going non-hospital services.

The final hearing will be held on May 6, 2010.  Objection deadline
is 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).


SAINT VINCENTS: Proposes to Honor Prepetition Resident Obligations
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates relate that they need to honor certain prepetition
policies and practices to maintain the confidence of the residents
of their facilities receiving inpatient nursing and rehabilitative
services.

According to the Debtors, maintaining the Resident Trust Fund
Policies and honoring refunds during their Chapter 11 Cases will
inspire the goodwill of the Long-Term Care Residents and their
families and will maintain the going concern value of the Long-
Term Care Facilities by facilitating the retention of existing
Long-Term Care Residents and encouraging new residents to apply
for admission.

Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, says failing to follow the Resident Trust Fund Policies
will damage the going-concern value of these Long-Term Care
Facilities and expose the Debtors to regulatory fines and other
sanctions by governmental agencies.

"Strong resident relations are necessary to maintain the value of
the facilities and their reputations within the communities while
the Debtors market these facilities for sale as going concerns,"
Mr. Rogoff asserts.

In the ordinary course of operating the Long-Term Care Facilities,
the Debtors are subject to certain federal and New York state
statutes and regulations applicable to Long-Term Care Residents'
payments, refunds and deposits.  The Debtors' compliance with
these laws is facilitated by certain internal practices and
policies under which the Long-Term Care Facilities promptly refund
amounts owed to Long-Term Care Residents and hold certain funds of
Long-Term Care Residents in segregated accounts. Specifically,
these internal practices and policies apply to (a) Medicaid
eligibility refunds; (b) prepayment and overpayment refunds; (c)
the use of security deposits; and (d) maintaining trust fund
accounts for Long-Term Care Residents.

(A) Medicaid Eligibility Refund

   Long-Term Care Residents are occasionally admitted to the
   Long-Term Care Facilities pending a determination by the New
   York State Department of Health, through local social
   services districts, that the Long-Term Care Resident is
   eligible for Medicaid coverage of nursing home care.  The
   regulatory process for determining Medicaid eligibility
   typically takes between 30 to 90 days.  During the pendency
   of an eligibility determination, the Long-Term Care
   Facilities usually bill the Long-Term Care Resident at
   private-payor rates for services rendered.  Payment of those
   bills is made from the Long-Term Care Resident's private
   funds or some other source of private funding.  When the
   Long-Term Care Facilities receive notice of a Long-Term Care
   Resident's eligibility determination for Medicaid,
   all private funds paid by the Long-Term Care Resident since
   the filing date of his or her Medicaid application, less the
   Long-Term Care Resident's NAMI amount, must be refunded
   pursuant to regulatory requirements
.
(B) Prepayment and Overpayment Refunds

   Pursuant to ordinary and customary industry practices, the
   Long-Term Care Facilities require private-payor Long-Term
   Care Residents to pay their monthly bills, and Medicaid Long-
   Term Care Residents to pay their NAMI amounts in full, in
   advance at the beginning of each month.  When a Long-Term
   Care Resident is discharged from a Long-Term Care Facility
   before month's end, the Long-Term Care Facility is required
   by law to issue the Long-Term Care Resident or his or her
   responsible party a pro-rated refund of the unearned
   portion of the advance monthly payment

   Similarly, Long-Term Care Residents occasionally overpay for
   items and care provided at the Long-Term Care Facility.  The
   Long-Term Care Facility refunds those overpayments in
   accordance with its ordinary business practice and applicable
   law.

C. Security Deposits

   In the ordinary course of its business, and in accordance
   with applicable law, the Long-Term Care Facility may receive
   security deposits from its private-pay Long-Term Care
   Residents.  When received, the Long-Term Care Facility either
   applies the Security Deposit to the Long-Term Care Resident's
   outstanding obligations or returns the Security Deposit to
   the Long-Term Care Resident or his or her responsible party,
   as appropriate.

(D) Resident Trust Fund Accounts

   The Long-Term Care Facilities hold funds in trust for their
   Long Term Care Residents.  Those funds represent living
   allowances received by residents from the State of
   New York, as well as other resident funds deposited with the
   Long-Term Care Facility for safekeeping.  These funds are
   disbursed at the request of, or on behalf of, residents for
   their personal use.

   Upon written authorization of a Long-Term Care Resident, the
   Long-Term Care Facility is required by law to hold,
   safeguard, manage and account for the Long-Term Care
   Resident's personal funds deposited with the Long-Term Care
   Facility.

   As of April 9, 2010, approximately $660,000 in the aggregate
   was held on behalf of Long-Term Care Residents in the
   Resident Trust Fund Accounts.

Accordingly, the Debtors sought and obtained the Court's authority
to:

   (i) honor certain prepetition obligations to residents of its
       hospital-based long-term care facilities;

  (ii) continue to honor refunds owed to residents of its long-
       term care facilities; and

(iii) maintain certain resident trust fund accounts and
       policies.

All banks and financial institutions at which the Resident Trust
Fund Accounts are maintained are authorized and directed to
continue to service and administer the Resident Trust Fund
Accounts as accounts of the Debtors without interruption.

A list of the Resident Trust Funds Accounts is available for free
at http://bankrupt.com/misc/Vincents_ResidentFunds.pdf

The final hearing will be held on May 6, 2010.  Objection deadline
is on 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).


SAINT VINCENTS: U.S. Trustee Names Consumer Privacy Ombudsman
-------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for the Southern District of New
York, pursuant to the order entered April 16, 2010, directing the
appointment of a consumer privacy ombudsman under Section 332 of
the Bankruptcy Code, appoints Alan Chapell as consumer privacy
ombudsman.  The offices of Mr. Chapell are at Chapell &
Associates, LLC, at 297 Driggs Avenue, Suite 3A, in Brooklyn, New
York.

          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: Hospital Closure Plan Gets Interim Approval
-----------------------------------------------------------
The Board of Directors of Saint Vincents Catholic Medical Centers,
on April 6, 2010, voted to approve the closure of the Debtors'
Manhattan Hospital and the Pax Christi Hospice (inpatient only)
and the transfer or closure of the outpatient programs and clinics
associated with and operated by the Hospital.

In accordance with New York State law, the Debtors submitted their
proposed plan of closure to the New York State Department of
Health for approval on April 9, 2010.  While the DOH has not yet
approved the plan, the Debtors have begun the closure process and
are working closely with the DOH to implement the Closure Plan.
Among other things, the Hospital has limited new inpatient
admissions, put its emergency department on permanent diversion,
begun to transfer and discharge patients, initiated staff
reductions, and instituted heightened security measures to
safeguard patients, employees, medical records, medical supplies,
and equipment.  Subject to certain limited exceptions, the Closure
Plan calls for all patients to have been transferred or discharged
by, and all inpatient operations at the Hospital to cease by,
April 30, 2010.  The plan provides for the continuation of
ambulatory care services through May 31, 2010, to provide time to
search for alternate sponsors to whom these programs may be
transferred.

Accordingly, the Debtors sought authority from Judge Cecelia
Morris of the U.S. Bankruptcy Court for the Southern District of
New York -- in coordination with the DOH, other regulatory
agencies, and applicable law -- to complete the implementation of
the Closure Plan.  Among other things, the Debtors seek authority
to continue to transfer and discharge patients, transfer and store
medical records, dispose of pharmaceuticals and inventory, dispose
of medical waste and hazardous materials, and cease operations at
the Hospital and associated clinics and practices.

Following a hearing, Judge Morris authorized the Debtors on an
interim basis to take all actions necessary to complete the
implementation of the Plan Closure.  Judge Morris authorized the
Debtors to continue to transfer and discharge patients, transfer
and store medical records, dispose of pharmaceuticals and
inventory, dispose of medical waste and hazardous materials, and
cease operations at the Hospital and associated clinics and
practices.  A final hearing will be held on May 6, 2010.
Objection deadline is April 26.

Although subject to modification based on patient safety concerns
and input from the DOH, the Debtors anticipate the general
timeline for shut-down of operations will be as follows:

  April 6: Board approval

  April 9: Submission of plan to DOH

  April 9: Emergency Department on diversion (except for
           behavioral health services); SVCMC to continue
           ambulance tours with drops at alternate hospitals
           through April 30

April 12: Delivery of Worker Adjustment and Retraining
           Notification Act notices

April 14: Inpatient admissions cease; elective surgeries
           discontinued

April 15: Emergency Department transitioned to "treat and
           release or transfer" (except for behavioral health
           services)

April 30: All inpatients discharged or transferred; all
           inpatient operations cease; ambulance tours cease

   May 31: Ambulatory care services cease (absent transfer to
           new sponsors)

The Debtors' counsel, Adam C. Rogoff, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York, asserts that the business
reasons for the Closure are compelling.  Succinctly stated, the
Debtors have no alternative but to close the Hospital, he points
out.  The Debtors' financial condition has rapidly deteriorated
over the course of the past several months and the Debtors, with
the support of their lenders, the State, and others, have taken a
number of steps to address their liquidity crisis and search for a
strategic partner for continued operation of the Hospital outside
of bankruptcy.  Despite these efforts, however, the Debtors have
been unable to find a buyer for the Hospital and lack sufficient
cash to continue operation of the Hospital on a standalone basis,
Mr. Rogoff further points out.

In light of their extensive efforts to sustain the Hospital as a
going-concern, the Debtors aver that their inability to complete a
sale or strategic transaction constitute a "good business reason"
for the Closure.  In fact, without access to financing or a
potential transaction, the Debtors have no choice but to close,
Mr. Rogoff asserts.

          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: U.S. Trustee Names Nine to Creditors Committee
--------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for the Southern District of New
York, appointed nine members to the Official Committee of
Unsecured Creditors of Saint Vincents Catholic Medical Centers of
New York and its debtor affiliates' Chapter 11 cases on April 21,
2010.

The Committee members are:

    1.   BestCare, Inc.
         3000 Hempstead Tpke., Suite 205
         Levittown, NY 11756
         Attn: Bernhard R. Schiel
         516-731-3770
         bschiel@bestcare.com

    2.   Consolidated Edison Company of New York, Inc.
         4 Irving Place, Room 1875S
         New York, NY 10003
         Attn: Leon Z. Mener
         212-460-2916
         MenerL@ConEd.com

    3.   McKesson Corporation
         400 Delran Parkway
         Delran, NJ 08075
         Attn: Ray Carlisi
         856-461-7800
         ray.carlisi@mckesson.com
                              1
    4.   Medmal Trust Monitor
         c/o Richard S. Kanowitz, Esq.
         Cooley Godward Kronish LLP
         1114 Avenue of the Americas
         New York, New York 10036
         212-479-6167
         rkanowitz@cooley.com

    5.   New York State Nurses Association
         120 Wall St.
         New York, NY 10005
         Attn: Thomas Jennings
         212-785-0157
         thomas.jennings@NYSNA.org

    6.   Nursing Personnel Homecare
         175 S. 9th St.
         Brooklyn, NY 11206
         Attn: Moses Schlesinger
         917-674-0003
         moses.schlesinger@gmail.com

    7.   1199 SEIU National Benefit Fund
            for Health and Human Services Employees
         330 West 42nd Street
         New York, NY 10036
         Attn: Douglas Munson
         646-473-6400
         douglas.munson@1199funds.org

    8.   Pension Benefit Guaranty Corporation
         1200 "K" Street, N.W.
         Washington, D.C. 20005-4026
         Attn: Suzanne Kelly
         202-326-4020, x 6367
         Kelly.Suzanne@PBGC.gov

    9.   Siemens Medical Solutions USA, Inc.
         51 Valley Stream Parkway
         Malvern, PA 19355
         Attn: John J. Schwab, Esq.
         610-219-3615
         john.j.schwab@siemens.com

Seven members of the Creditors' Committee are included in the
Debtors' list of 30 largest unsecured creditors:

  Pension Benefit Guaranty Corporation      $180,000,000
  MedMal Trust                              $113,000,000
  BestCare Inc.                               $2,606,170
  Siemens Medical Solutions USA               $2,536,875
  Local 1199 Benefit Fund                     $3,696,513
  Nursing Personnel HomeCare                  $2,744,816
  NYSNA Benefits                                $783,792

The PBGC also holds a $5,000,000 secured claims against the
Debtors.  The MedMal Trust also holds a $113,000,000 secured claim
against the Debtors.

          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).


SEAGATE TECHNOLOGY: S&P Puts 'BB-' Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed Scotts Valley,
Calif.-based hard drive manufacturer Seagate Technology's 'BB-'
corporate credit rating on CreditWatch with positive implications,
together with all related Seagate issues.

Seagate reported continued strong operating results in the March
quarter, with revenues up nearly 50% compared to the year-earlier
period and about flat to prior quarter.

"Furthermore," said Standard & Poor's credit analyst Lucy
Patricola, "profitability has improved sharply year over year,
reflecting tight capacity in the industry supporting solid
pricing, good cost controls, and sustained gains in the mobile
computing market."

The company's financial profile has continued to improve from the
June 2009 trough.  Debt to EBITDA, measured on a latest-12-month
basis, is 0.9x as of March, down from a peak of 3.3x in June 2009.
Based on expectations for sustained operations at this level,
leverage could drop further over 2010 to about 0.6x.
Additionally, cash flows are well in excess of capital spending,
allowing the company to accumulate liquidity ahead of near-term
maturing obligations, allaying refinancing concerns.  Stronger-
than-expected performance has alleviated concerns over compliance
to performance covenants embedded in the company's revolving loan
agreement.

Standard & Poor's will review Seagate's operations and prospects
for maintaining its current financial profile.  While Seagate has
strengthened its leverage, cash flow measures, and liquidity, the
industry remains vulnerable to cyclicality.  Still, based on its
leverage as of March 2010 and management's intent to accumulate
cash to retire upcoming maturities, a higher rating possibly by as
much as two notches from the current 'BB-' level is likely.


SENSATA TECHNOLOGIES: Posts $27.6MM Net Income for March 31 Qtr
---------------------------------------------------------------
Sensata Technologies B.V. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the quarterly
period ended March 31, 2010.

The Company swung to net income of $27,678,000 for the three
months ended March 31, 2010, from a net loss of $10,185,000 for
the year ago quarter.  The Company reported net revenue of
$377,137,000 for the past quarter from $239,016,000 for the year
ago quarter.

As of March 31, 2010, the Company had total assets of
$3,206,356,000 against total liabilities of $2,665,974,000,
resulting in stockholders' equity of $540,382,000.

As of December 31, 2009, the Company had total assets of
$3,163,127,000 against total liabilities of $2,776,380,000,
resulting in shareholder's equity of $386,747,000.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?60c5

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions.  Majority-
owned by affiliates of Bain Capital Partners, LLC, a leading
global private investment firm, and its co-investors, Sensata
employs approximately 9,500 people in nine countries.  Sensata's
products improve safety, efficiency and comfort for millions of
people every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.

As reported by the TCR on December 7, 2009, Moody's Investors
Service has upgraded Sensata Technologies B.V.'s Corporate Family
and Probability of Default ratings to Caa1 from Caa2, as well as
the company's senior secured credit facility to B2, senior
unsecured notes to Caa2, and senior subordinated notes to Caa3.
In a related rating action, Moody's affirmed the Company's
Speculative Grade Liquidity rating at SGL-3.  The outlook is
positive.

The TCR on Nov. 4, 2009, said that Standard & Poor's affirmed the
ratings on Attleboro, Massachusetts-based Sensata Technologies,
Inc., including the 'CCC+' corporate credit rating.  At the same
time, S&P revised the outlook on the company to stable from
negative.


SHEP-LAND LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Shep-Land, LLC
        22812 W. Beloat Road
        Buckeye, AZ 85326

Bankruptcy Case No.: 10-11964

Chapter 11 Petition Date: April 22, 2010

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

Judge: James M. Marlar

Debtor's Counsel: Gerald L. Shelley, Esq.
                  Fennemore Craig, P.C.
                  3003 N. Central Avenue, Suite 2600
                  Phoenix, AZ 85012
                  Tel: (602) 916-5439
                  Fax: (602) 916-5639
                  E-mail: gshelley@fclaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Karl T. Brim, managing member.


SMURFIT-STONE: Has OK to Enter Into ABL Revolving Facility
----------------------------------------------------------
Smurfit-Stone Container Corp. won approval to access a
$650 million revolving exit facility from several lenders to fund
its emergence from Chapter 11.

Judge Shannon has authorized the Debtors to enter into the Senior
Secured ABL Revolving Exit Facility, and execute and perform all
obligations under that credit agreement, and any related credit
facility agreement with:

  -- Deutsche Bank AG New York Branch;
  -- Deutsche Bank Securities Inc.;
  -- JPMorgan Chase Bank, N.A.;
  -- J.P. Morgan Securities Inc.;
  -- General Electric Capital Corporation;
  -- GE Capital Markets, Inc.;
  -- Bank of America, N.A.;
  -- Banc of America Securities LLC; and
  -- Wells Fargo Capital Financing LLC;
  -- The Bank of Nova Scotia; and
  -- Regions Bank and certain other financial institutions that
     from time to time become lenders under the ABL Facility;

In addition, Judge Shannon approved as an administrative expense
claim against Smurfit-Stone Container Corporation, Smurfit-Stone
Container Enterprises, Inc., and the other borrowers under the
ABL Facility any indemnification, cost reimbursement and fee
obligations accruing or payable on or prior to the date upon
which all of the conditions specified in the Credit Agreement are
satisfied.

The Debtors and the Agents may make non-material modifications to
the Credit Agreement and any attached exhibits and schedules
before the effective date of the Debtors' Chapter 11 Plan of
Reorganization without further notice or authorization by the
Court.

Before Judge Shannon entered the Order, the Debtors submitted
revised exhibits to their request composed of:

  * a revised Credit Agreement, a copy of which is available for
    free at http://bankrupt.com/misc/SmrftRevCredAgrmt.pdf

  * schedules to the Credit Agreement, copies of which are
    available for free at:

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

  * exhibits to the Credit Agreement, copies of which are
    available for free at:

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

  * a blackline copy of the Credit Agreement, a copy of which is
    available for free at:

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

                     About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  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: Proposes to Sell Coshocton Mill Energy Credits
-------------------------------------------------------------
Smurfit-Stone Container Corp. and its units ask the Court to
approve the sale of certain renewable energy credits from their
Coshocton Mill located in Coshocton, Ohio to First Energy
Solutions Corp., pursuant to an "Agreement for the Purchase and
Sale of Renewable Energy Credits."

The renewable energy credits, also commonly known as green tags,
renewable energy certificates, renewable electricity
certificates, and tradable renewable credits, at issue in the
Agreement are owned by Debtor Smurfit-Stone Container
Enterprises, Inc., and are produced by the Coshocton Mill.

Renewable energy credits are tradable, non-tangible energy
commodities that represent proof that one megawatt-hour of
electricity was generated from an eligible renewable energy
source.  The renewable energy credits are statutory creations
meant to encourage the development and use of renewable energy.

According to James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, the Debtors have previously sold certain
renewable energy credits pursuant to procedures established for
the sale of de minimis assets.

SSCE and First Energy entered into an agreement which outlined
the terms of a renewable energy credit sale proposal and provided
that the Parties would agree to negotiate in good faith a
definitive purchase agreement, Mr. Conlan says.  However, he
notes that the Agreement is not final, and certain changes may be
made before an agreement is formally executed.

Pursuant to the Agreement, the Debtors will sell to First Energy
no less than 180,000 Pennsylvania RECs for four dollars per
Pennsylvania REC.  Mr. Conlan says that if the Debtors obtain
certification from the Ohio Public Utilities Commission that the
Coshocton Mill qualifies as an "Eligible Renewable Energy
Resource Generating Facility" within 12 months of the effective
date of the Agreement, the Debtors will (i) sell an annual firm
volume of 60,000 Ohio RERs for 2010, plus any additional RERs
generated by the Coshocton Mill in 2010, and (ii) sell an annual
firm volume of 60,000 Ohio RERs for 2011, plus any additional
RERs generated by the Coshocton Mill in 2011.  First Energy will
pay $28 per unit for the Ohio RERs.

If the Debtors obtain the Certification, the Debtors will sell
126,718 Ohio RERs, which will be converted from Pennsylvania RECs
generated in 2008 and 2009.  The RECs will be delivered in two
parts, with an initial lump-sum delivery of Pennsylvania RECs
generated from August 2008 though February 2010, and monthly
deliveries thereafter based on volumes dependent on Coshocton
Mill's generation schedules, fuel mix and plant operations.

If the Certification is approved, the Debtors will receive on
account of the Pennsylvania RECs and Ohio RERs between $6,908,104
and $8,308,104, depending on the extent the Coshocton Mill
generates credits in excess of the annual firm volumes.  Payments
will be due within 10 business days of First Energy's receipt of
confirmation from PJM.  If the Certification is approved, the
Debtors will receive on account of the Pennsylvania RECs and Ohio
RERs between $6,908,104 and $8,308,104, depending on the extent
the Coshocton Mill generates credits in excess of the annual firm
volumes.

Payments will be due within 10 business days of First Energy's
receipt of confirmation from PJM Environmental Information
Services, Inc. that the RECs have been delivered.

For the purpose of providing collateral to First Energy, the
Debtors agree to receive deferred payments based on certain
formulas set in the Agreement.

By virtue of the relatively clean nature of their paper mills,
the Debtors have many valuable excess RECs, Mr. Conlan tells the
Court.  He asserts that the Debtors will benefit from the sale by
infusing an initial sum of cash into their estates and enjoying
various additional cash infusions throughout the term of the
Agreement.

Since the Agreement is based on the Coshocton Mill's future
generation schedules, fuel mix and plant operations, there is
flexibility in the amount of RECs Coshocton must produce in the
future, Mr. Conlan further contends.  He adds that the Agreement
also assures a buyer and a price for the Ohio RERs, minimizing
the risk of a downturn in the Ohio RER market from the date of
the Court's order to the possible Certification.

A copy of the Agreement is available for free at:

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

                     About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  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: Removal Period Extended Until August 19
------------------------------------------------------
Smurfit-Stone Container Corp. and its units ask the U.S.
Bankruptcy Court to further extend the period within which they
may file notices of removal of claims and causes of action
pursuant to Section 1452 of the Bankruptcy Code and Rule 9027 of
the Federal Rules of Bankruptcy Procedure, by 120 days, or through
and including August 19, 2010.

In addition, the Debtors ask the Court that their request be
granted without prejudice to their right to seek further
extensions.

The deadline for the Debtors to file notices of removal was
previously extended from December 22, 2009, to April 21, 2010.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, asserts that cause exists to further extend the Removal
Period because the size of the Debtors' business operations and
the large number of Debtors involved have caused the Debtors'
management and advisors to devote an extraordinary amount of time
ensuring that the Debtors meet the requirements of the Chapter 11
process while maintaining smooth business operations.

Furthermore, the Debtors have undertaken substantial efforts to
negotiate, formulate and present a Joint Plan of Reorganization
for Smurfit-Stone Container Corporation and its Debtor
Subsidiaries and Plan of Compromise and Arrangement for Smurfit-
Stone Container Canada Inc. and Affiliated Canadian Debtors and
related Disclosure Statement, Mr. Conlan notes.

Given the tasks and their attendant demands on the Debtors'
personnel and professionals, Mr. Conlan asserts that the Debtors
have a legitimate need for additional time to review their
pending litigation matters in order to evaluate whether these
should be removed.

The parties that have asserted claims or causes of action that
are related to the Chapter 11 cases will suffer no discernible
prejudice because Prepetition claims and causes of action against
the Debtors are stayed by operation of the automatic stay, Mr.
Conlan maintains.

The Court will convene a hearing on May 10, 2010, at 2:00 p.m.,
to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Debtors' Removal Period is automatically extended
until the conclusion of that hearing.

All objections are to be filed not later than 4:00 p.m. on
May 3, 2010.

                     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)


SONIX MEDICAL: RadNet Acquires Firm's Three Facilities
------------------------------------------------------
RadNet, Inc. has acquired three multi-modality facilities from the
Sonix Medical Resources, Inc. bankruptcy proceeding in New York.

RadNet paid $2,250,000 for the three facilities which currently
produce approximately $7 million of combined annual revenues.  The
facilities located in Brooklyn, New York, Chatham, New Jersey, and
Haddon Heights, New Jersey, operate a combination of MRI, CT,
mammography, ultrasound, fluoroscopy, x-ray and related
modalities.

Dr. Howard Berger, President and Chief Executive Officer of Radnet
noted, "I believe the opportunity to purchase these centers out of
a bankruptcy proceeding is the result of the financial and
reimbursement pressure our industry is enduring, which is
particularly felt by smaller, less-capitalized operators.  The two
facilities in New Jersey will enhance our growing presence in the
Northern part of the state, a market which we entered last year.
These facilities further our goal of expanding and strengthening
our regional network of New Jersey multimodality centers."

Dr. Berger added, "We are equally excited about the acquisition of
the Brooklyn facility, our first purchase in any borough of New
York City.  The acquisition provides us an opportunity to work
with the Maimonides Medical Center's radiology group, an
association we will look to expand further in the Brooklyn
marketplace."

                       About RadNet, Inc.

RadNet, Inc. is a national market leader providing high-quality,
cost-effective diagnostic imaging services through a network of
185 fully-owned and operated outpatient imaging centers.  RadNet's
core markets include California, Maryland, Delaware, New Jersey
and New York.  Together with affiliated radiologists, and
inclusive of full-time and per diem employees and technicians,
RadNet has a total of approximately 4,000 employees.


SOUTHERN STATES: S&P Affirms Corporate Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Richmond, Va.-based Southern States Cooperative Inc.,
including the 'B+' corporate credit rating.  The outlook is
negative.

At the same time, S&P assigned issue-level and recovery ratings to
the company's proposed $125 million senior unsecured notes due
2015.  The issue level rating on these notes is 'B+', the same as
the corporate credit rating, with a recovery rating of '4',
indicating S&P's expectations for average (30% to 50%) recovery of
principal and pre-petition interest in the event of a payment
default.

S&P expects proceeds from the notes to be used to repay about
$82 million of the company's outstanding senior unsecured notes
due 2011 and to make a significant one-time pension contribution
to its underfunded multi-employer pension plan.  S&P expects
Southern States to have about $150 million of reported debt
outstanding at the close of the transaction.

"The ratings affirmation and negative outlook reflects still
elevated leverage levels -- pro forma for the refinancing -- and
some degree of uncertainty about the company's ability to improve
its operating performance in the second half of its current fiscal
year, ending June 30, 2010," said Standard & Poor's credit analyst
Christopher Johnson.  S&P estimates pro forma for the transaction,
adjusted debt to EBITDA will be well over 5x.  This estimate
includes S&P's standard debt adjustments for operating leases and
pension obligations, and reflects adjusted EBITDA levels for the
trailing 12 months ended Dec 31, 2009.  S&P recognizes that EBITDA
may meaningfully improve by fiscal year end 2010, given its belief
that fertilizer demand in its key March through May selling season
will likely improve compared with last year, which would lead to
better credit measures.  Still, given the inherent volatility in
the company's crop inputs earnings and the risk that the remainder
of the selling season could yet be shortened by weather
conditions, S&P remains cautious about the likelihood of improved
operating performance over the remainder of the current fiscal
year.

The ratings on privately held Southern States Cooperative reflect
the inherent cyclical nature and seasonality of the cooperative's
agricultural-based businesses, low-margins, high debt leverage,
and inconsistent discretionary cash flow.  These factors are
somewhat mitigated by the cooperative's position as a leading
regional supply cooperative on the east coast of the U.S. The
cooperative has good niche positions in crop inputs, feed, farm,
and home supplies, and petroleum products in its core 10-state
southern territory, which provides some geographic diversity.
These products are distributed through Southern States' retail
division, through other cooperatives that Southern States manages,
and through a network of wholesale customers.

Southern States Cooperative has experienced volatility in its
operating and financial results over the past several years.  The
industry is cyclical, and most of Southern States' operations are
commodity-oriented and react quickly to changes in supply and
demand.  In addition, it is S&P's opinion that small changes in
costs can reduce already thin margins.  With the majority of the
company's EBITDA generated in the key spring planting season
(March, April, and May), S&P believes Southern States'
profitability in any given year can be hampered by factors beyond
its control -- mainly weather and commodity prices.

The negative outlook reflects S&P's concerns that credit measures
will remain weak for the 'B+' rating over the near term.  S&P
would consider lowering the rating to 'B' if the company is unable
to improve its performance as expected and adjusted debt to EBITDA
remains well in excess of 5x on a sustained basis.  S&P believes
this could occur if the company continues to experience weak
operating fundamentals in its key crop inputs and feed businesses,
thereby resulting in very weak EBITDA margins of less than 2%.

However, if operating performance meaningfully improves in the
second half of fiscal 2010 resulting in adjusted debt to EBITDA
near or below 5x, S&P would consider revising the outlook to
stable.  A rating upgrade over the next year is unlikely given
Southern States' high leverage.


SPHERIS INC: Operations Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Spheris Operations LLC, a debtor-affiliate of Spheris Inc., filed
with the U.S. Bankruptcy Court for the District of Delaware its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $41,492,350
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $67,548,911
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,152,488
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $141,991,076
                                 -----------      -----------
        TOTAL                    $41,492,350     $211,692,475

                           About Spheris

Headquartered 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.


STANDARD MOTOR: Annual Stockholders' Meeting Set for May 20
-----------------------------------------------------------
The Annual Meeting of Stockholders of Standard Motor Products,
Inc., will be held at the offices of JPMorgan Chase, 277 Park
Avenue, New York, on May 20, 2010 at 2:00 p.m. (Eastern Daylight
Time).  The Annual Meeting will be held for these purposes:

     1. To elect nine directors of the Company, all of whom will
        hold office until the next annual meeting of stockholders
        and until their successors are duly elected and qualified;

     2. To ratify the appointment of Grant Thornton LLP as the
        Company's independent registered public accounting firm
        for the fiscal year ending December 31, 2010; and

     3. To transact such other business as may properly come
        before the Annual Meeting.

The Board of Directors has fixed the close of business on April 9,
2010, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting or any
adjournment thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?60b7

                      About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

The Company's balance sheet at Dec. 31, 2009, showed
$484.4 million total assets and $290.5 million in total
liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.

This concludes the Troubled Company Reporter's coverage of
Standard Motor Products until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


STARWOOD HOTELS: Moody's Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service raised Starwood Hotels & Resorts
Worldwide Inc.'s Speculative Grade Liquidity rating to SGL-2 from
SGL-3.  The company's existing ratings were affirmed.  Starwood
has a Ba1 Corporate Family Rating and stable rating outlook.

The upgrade of Starwood's SGL rating reflects the extension of its
bank loan maturity to November 2013 from February 2011 alleviating
concerns about the bank credit facility becoming current.  The
SGL-2 also considers that while the company's credit facility was
reduced as part of the refinancing process -- to $1.5 billion from
$1.875 billion -- Moody's expects Starwood's internally generated
cash and balance sheet cash will be sufficient to cover working
capital, capital expenditures and other basic cash obligations.
As a result, a majority of the company's credit facility is
expected to remain undrawn in the foreseeable future.

Starwood's Ba1 Corporate Family Rating and stable outlook reflect
the company's well-defined branding strategy, the launch of higher
margin franchise brands, and solid hotel development pipeline.
The ratings and outlook also consider Starwood's high leverage --
debt/EBITDA is about 4.8 times -- although Moody's expects the
company will apply its free cash flow towards debt reduction and
bring debt/EBITDA to around 4.5 times, a level more consistent
with the Ba1 Corporate Family Ratings.

Ratings affirmed and LGD point estimates revised:

* Corporate Family Rating at Ba1

* Probability of Default Rating at Ba1

* Senior unsecured bonds and debentures at Ba1 (LGD 4, 56% from
  55%)

* Senior unsecured shelf at (P)Ba1 (LGD 4, 56% from 55%)

* Senior subordinate shelf at (P)Ba2 (LGD 6, 97%)

* Preferred debt shelf at (P)Ba2 (LGD 6, 97%)

Rating raised:

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

The last rating action on Starwood occurred on November 5, 2009,
when Moody's assigned a Ba1 rating to its $250 million senior
unsecured notes due December 2019, and downgraded the company's
Speculative Grade Liquidity rating to SGL-3 from SGL-2.

Starwood Hotels & Resorts Worldwide, Inc., owns and operates
approximately 900 properties in more than 100 countries.  Annual
revenues are about $2.8 billion.


STEPHEN COLLINS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stephen Roscoe Collins
        aka Steve R. Collins
        PO Box 38
        Guyton, GA 31312

Bankruptcy Case No.: 10-40868

Chapter 11 Petition Date: April 22, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallarlawfirm@aol.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Stephen Roscoe Collins.


STINGFREE TECHNOLOGIES: Dismissal of Bad Faith Filing Upheld
------------------------------------------------------------
WestLaw reports that a bankruptcy court did not abuse its
discretion in dismissing, as a "bad faith" filing, a Chapter 11
petition filed on the eve of a state court hearing involving the
debtor's chief adversary, by a debtor which had no current
operations and virtually no employees or tangible assets, in which
the debtor proposed to sell its assets, with little or no
marketing, in a manner that was not shown to protect or create any
value that would otherwise be lost outside bankruptcy.  The debtor
did not demonstrate a likelihood of success on fraudulent transfer
and other "core" claims it sought to assert, and its other claims
were subject to an arbitration agreement with a party that was not
shown to have waived its right to arbitrate.  In re StingFree
Technologies Co., --- B.R. ----, 2010 WL 1381414 (E.D. Pa.)
(Gardner, J.).

StingFree Technologies Co. owned and developed patents for
technology designed to reduce or absorb undesirable shock
vibrations when using golf clubs.  StingFree filed a Chapter 11
petition (Bankr. E.D. Pa. Case No. 08-16232) on Sept. 25, 2008,
just prior to a hearing in certain state court litigation.  On
February 4, 2009, the Honorable Bruce Fox dismissed StingFree's
Chapter 11 bankruptcy case pursuant to 11 U.S.C. Sec. 1112(b)
because it was filed in bad faith, and denied as moot StingFree's
motion to approve bidding procedures in connection with the
Debtor's proposed sale of its intellectual property for $300,000.


TC LAGUNA: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: TC Laguna Niguel Senior, LLC
        aka Valeo TC Laguna Niguel Senior, LLC
        c/o Trammell Crow Company
        2001 Ross Avenue, Suite 3400
        Dallas, TX 75201

Bankruptcy Case No.: 10-11334

Chapter 11 Petition Date: April 23, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

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

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

A list of the Company's 6 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb10-11334.pdf

The petition was signed by Scott A. Dyche, senior vice-president.


TELKONET INC: Delays Rights Offering to Securities Holders
----------------------------------------------------------
Telkonet, Inc., has filed with the Securities and Exchange
Commission Amendment No. 1 to Form S-1 Registration Statement
under the Securities Act of 1933 to delay the effective date of
the shelf registration statement.

Pursuant to the shelf registration statement and related
prospectus, Telkonet is seeking to register:

     -- $15,000,000 in Common stock, $0.001 par value per share,
        underlying certain subscription rights; and

     -- $18,750,000 in Common stock, $0.001 par value per share,
        issuable upon the exercise of certain warrants.

Telkonet said it is distributing, at no charge to holders of
shares of its common stock -- other than those who hold shares of
common stock solely as participants in the Telkonet, Inc. 401(k)
Plan -- and holders of shares of the Company's Series A
convertible redeemable preferred stock, transferable subscription
rights to subscribe for shares of Telkonet common stock and
transferable warrants to purchase additional shares of Telkonet
common stock.  Telkonet is offering the subscription rights in a
rights offering to holders of common stock and holders of Series A
convertible redeemable preferred stock of record as of 5:00 p.m.,
Eastern time, on [_____], 2010, the record date.

Telkonet shareholders will receive one transferable subscription
right for every share of common stock held of record and every
share of common stock into which the Series A convertible
redeemable preferred stock held of record is convertible as of
5:00 p.m., Eastern time, on the record date.

Pursuant to the terms of the rights offering, the rights may only
be exercised for a maximum of [_____] shares of common stock and
related warrants, or $[_____] of subscription proceeds.

Source Capital Group, Inc., serves as the Company's Dealer-Manager
with respect to the rights offering.

A full-text copy of Amendment No. 1 to the Registration Statement
is available at no charge at http://ResearchArchives.com/t/s?60c8

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company's balance sheet as of December 31, 2009, showed
$16,295,131 in assets, $9,075,117 of debts, $732,843 of redeemable
preferred stock, and $6,487,171 of total equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's significant operating losses
in the current year and in the past.


TELKONET INC: No Schedule Yet for 2010 Stockholders' Meeting
------------------------------------------------------------
Telkonet, Inc., has filed with the Securities and Exchange
Commission a preliminary copy of its proxy statement related to
its 2010 annual stockholders' meeting.  The Company has yet to
schedule the date and venue of the stockholders' meeting.

According to the preliminary proxy statement, the purposes of the
meeting are:

     1. To elect [four] directors;

     2. To approve an amendment to the Telkonet, Inc. Amended and
        Restated Articles of Incorporation, as amended, to
        increase the number of authorized shares of the Company's
        common stock from 155,000,000 to 575,000,000;

     3. To ratify the appointment of independent accountants for
        2010; and

     4. To transact such other business as may properly come
        before the Meeting.

Holders of record of the Company's common stock and the Company's
Series A Preferred Stock are entitled to vote at the Meeting.

A full-text copy of the preliminary proxy statement is available
at no charge at http://ResearchArchives.com/t/s?60c6

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company's balance sheet as of December 31, 2009, showed
$16,295,131 in assets, $9,075,117 of debts, $732,843 of redeemable
preferred stock, and $6,487,171 of total equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's significant operating losses
in the current year and in the past.


TRIBUNE CO: Noteholders Get Examiner Chapter 11 Cases
-----------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware has directed the Office of the U.S. Trustee to appoint
an examiner in the Chapter 11 case of Tribune Company and its
debtor affiliates.

Wilmington Trust Company, successor Indenture Trustee for the
Exchangeable Subordinated Debentures due 2029 in the aggregate
principal amount of $1.2 billion or the "PHONES" issued in April
1999 by Debtor Tribune Company, sought for the appointment of the
Examiner.

Wilmington Trusts's Motion was opposed by:

  * the Debtors;
  * the Official Committee of Unsecured Creditors;
  * JP Morgan Chase Bank, N.A.;
  * Merrill Lynch Capital Corporation;
  * the Credit Agreement Lenders;
  * Times Mirror Company retirees;
  * Citicorp North America, Inc./Citigroup Global Markets Inc.;
  * Bank of America, N.A. and Banc of America Securities LLC;
  * Law Debenture Trust Company of New York;
  * Centerbridge Credit Advisors LLC; and
  * the Office of the  U.S. Trustee.

A status conference was held on April 19, 2010, and the parties
consented to the appointment of an Examiner by the U.S. Trustee.

The Examiner will:

  (a) evaluate whether there are potential claims and causes of
      action held by the Debtors' estates in connection with the
      leveraged buy-out of Tribune that occurred in 2007 which
      may be asserted against any entity which may bear
      liability, including, without limitation, the Debtors, the
      Debtors' former and present management, including former
      or present members of Tribune Board, the Debtors' lenders
      and the Debtors advisors;

  (b) evaluate whether Wilmington Trust violated the automatic
      stay by the filing of its Complaint for Equitable
      Subordination and Disallowance of Claims, Damages, and
      Constructive Trust;

  (c) evaluate the assertions and defenses made by certain of
      the Parties in connection with the Motion of JP Morgan
      Chase Bank for sanctions against Wilmington Trust Company
      for improper disclosure of confidential information; and

  (d) perform the duties of an examiner.

Judge Carey has directed that the Examiner propose a work and
expenses plan, which will include a good faith estimate of its
fees and expenses and the Examiner's proposed professionals for
conducting the investigation.

The Court will hold a status conference on May 10, 2010, to
consider the Work and Expenses Plan.  The Examiner will file a
report on or before July 12, 2010.

Until the Examiner has filed the Report, neither the Examiner nor
the Examiner's representatives or agents will make any public
disclosures concerning the performance of its duties, except in
hearings before the Court.

            Wilmington Trust Withdraws Motion to Seal

Prior to the entry of the Court's order, Wilmington Trust withdrew
its motion to seal the unredacted declaration of Martin S. Siegel
in support of its motion for appointment of an examiner.  As
previously reported, Wilmington Trust filed a motion seeking
authority to file an unredacted declaration of William M. Dolan in
further support of the Examiner Motion.  The Dolan Declaration was
intended to amend and replace the Siegel Declaration.

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wins Nod of California Tax Board Settlement
-------------------------------------------------------
Tribune Company and its debtor affiliates sought and obtained the
authority of Judge Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware to settle with the Franchise Tax Board of
the State of California.  Specifically, the Settlement Agreement
resolves claims for refunds filed by Times Mirror Company for the
1997, 1998, and 1999 tax years.

The Settlement Agreement resolves dispute between Debtors Tribune
Company and its subsidiary California Community News Corporation
and the State of California concerning franchise tax refunds that
the Debtors assert are owed to them for tax years 1997, 1998 and
1999.  Tribune Company and California Community News are members
of a unitary group for the purposes of filing a state of
California combined unitary franchise tax return.

On November 8, 2002, Times Mirror Company filed claims with FTB
for franchise tax refunds resulting from the use of credits for
$2,784,506 for the taxable year ending December 31, 1997 and for
$605,225 for the taxable year ending December 31, 1998.  In
addition, Times Mirror filed a claim with the FTB for a franchise
tax refund resulting from the use of credits for $608,247 for the
taxable year ending December 31, 1999.  The Claims total
$3,997,978.

Following an initial review, on March 7, 2008, FTB issued the
Debtors Notices of Action on Cancellation, Credit or Refund
denying Times Mirror's 1997 Claim and 1998 Claim for and partially
denying Time Mirror's 1999 Claim.

The Debtors timely appealed the Notice resulting in a dispute
between the Debtors and FTB with respect to the amount of tax and
interest payable by the Debtors for taxable years ending
December 31, 1997, December 31, 1998, and December 31, 1999.

The Debtors and FTB entered into settlement negotiations in an
attempt to resolve the dispute regarding claims for the Taxable
Years.  As a result of those negotiations and the Debtors'
provision of documentation to FTB, on March 19, 2010, FTB and the
Debtors entered into the Settlement Agreement to effect a final
and complete settlement of the remaining portion of the Debtors'
Claims.

Pursuant to the Settlement Agreement, the Debtors will receive
$1,378,504 in tax refunds, plus applicable interest, which amount
will be held by the State of California pending the resolution of
additional tax matters between the Debtors and the State of
California.

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

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

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wins Nod of Connecticut Tax Settlement
--------------------------------------------------
Tribune Co. and its units received the Bankruptcy Court's
authority to enter into a settlement agreement with the State of
Connecticut Department of Revenue Services pursuant to which the
State of Connecticut would receive allowed prepetition claims for
$12,180,000 against Debtor Tribune Television Company.

The Settlement Agreement seeks to settle the disputed prepetition
liability of Tribune Television, The Hartford Courant Company, and
Southern Connecticut Newspapers, Inc., and their affiliates for
Connecticut state income taxes for the periods from
December 1996 through December 2002 and December 2003 through
December 2007.

The State of Connecticut filed a proof of claim in Tribune
Television's bankruptcy case on June 9, 2009, which was assigned
claim number 4148.  The Proof of Claim asserted $4,551,250 for the
2002 Claim and $21,775,979 for the 2007 Claim.

The Debtors have disputed the amount of the corporation tax
liability asserted in the Connecticut Tax Claims.

In an attempt to resolve the Connecticut Tax Claims consensually,
the Debtors participated in an informal conference with the
Department of Revenue Services Appellate Bureau in Hartford,
Connecticut on August 11, 2009.  Following the negotiations, the
Debtors and the State of Connecticut reached an agreement in
January 2010 regarding the amount of the corporation taxes the
Debtors owe Connecticut.

A full-text copy of the Settlement Agreement is available for free
at http://bankrupt.com/misc/Tribune_ConnecticutAgmt.pdf

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


UAL CORP: PBGC Claim Adds Wrinkle to Merger Talks
-------------------------------------------------
The Wall Street Journal's Susan Carey and Gina Chon report that a
$500 million contingent liability that UAL Corp. would have to pay
the Pension Benefit Guaranty Corp. if a merger deal gets done, has
added to the impasse between UAL and Continental Airlines Inc.

The Journal explains the payment would kick in if the two carriers
merged and together threw off more than $3.5 billion in annual
earnings before interest, taxes, depreciation and aircraft rent.
According to the Journal, the liability dates to 2005, when United
terminated its four underfunded employee pension plans in
bankruptcy, and the PBGC took over the plans.  In exchange, the
PBGC received $1.5 billion in notes and convertible stock in the
reorganized UAL, which left court protection in early 2006.

According to the Journal, citing filings with the Securities and
Exchange Commission, if UAL were to trigger the $3.5 billion
earnings threshold in any trailing 12-month period beginning last
Dec. 31 and going through 2017, UAL is obligated to issue to the
PBGC $500 million of 8% contingent senior notes in eight equal
semi-annual payments of $62.5 million.

The Journal relates that one person familiar with the matter said
this wrinkle has now become part of the dispute over the share
price in the stock swap.

The Journal, citing people familiar with the details, notes that
Continental wants its shareholders to be paid with UAL shares
valued at their average price in the 30-day period before April 7,
when UAL stock started to rise over news reports that it was in
merger talks with US Airways Group Inc. United wants to use the
price of its shares the day before a merger deal is signed.

Sources told the Journal the parties have continued due diligence.

The Journal notes UAL shares fell 3.6% Monday to $22.17, while
Continental stock rose 5% to $23.13.  According to the Journal,
Continental's stock didn't start to rise until news leaked that it
began merger talks with United less than two weeks ago.

As reported by the Troubled Company Reporter last week, US Airways
withdrew from its own merger talks with United.

Sources have 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.

                  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.


VISTEON CORP: Creditors to Block Formation of Equity Committee
--------------------------------------------------------------
Visteon Corp.'s unsecured creditors are seeking to block the
formation of an official committee of equity security holders,
calling it unnecessary and costly, according to Bankruptcy Law360.

The official committee of unsecured creditors filed an objection
to a shareholder motion in the U.S. Bankruptcy Court for the
District of Delaware on Friday, Law360 says.

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers.  With
corporate offices in Van Buren Township, Mich. (U.S.); Shanghai,
China; and Chelmsford, UK; the company has facilities in 25
countries and employs approximately 29,500 people.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WL HOMES: Baker Hostetler Files Response to Trustee Objection
-------------------------------------------------------------
Baker & Hostetler LLP has fired off the latest salvo in a fee spat
with the Chapter 7 trustee in WL Homes LLC's bankruptcy
proceedings, claiming the trustee kept Baker Hostetler on the hook
as counsel of record in a $200,000 case through indecisive foot-
dragging and then took the position that the firm was owed
nothing, according to Bankruptcy Law360.

Baker Hostetler filed its response to Chapter 7 Trustee George L.
Miller's April 12 objection in the U.S. Bankruptcy Court for the
District of Delaware on Thursday, Law360 says.

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes listed assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


XERIUM TECHNOLOGIES: Proposes Richards Layton as Co-Counsel
-----------------------------------------------------------
Xerium Technologies Inc. and its units seek Bankruptcy Judge Kevin
Carey's permission to employ Richards, Layton & Finger, P.A., as
co-counsel, nunc pro tunc to the Petition Date.

As co-counsel, Richards Layton will:

  (a) take all necessary actions to protect and preserve the
      estates of the Debtors, including the prosecution of
      actions on the Debtors' behalf, the defense of any actions
      commenced against the Debtors, the negotiation of disputes
      in which the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

  (b) advise the Debtors of their rights, powers and duties as
      Debtors and Debtors-in-possession under Chapter 11 of the
      Bankruptcy Code;

  (c) prepare on behalf of the Debtors, all necessary motions,
      applications, answers, orders, reports, and other
      papers in connection with the administration of the
      Debtors' estates and serve such papers on creditors;

  (d) take all necessary or appropriate actions in connection
      with a plan or plans of reorganization and related
      disclosure statement as may be required in connection with
      the administration of the Debtors' estates; and

  (e) perform all other necessary legal services in connection
      with the prosecution of the Chapter 11 cases.

Richards Layton will be paid in accordance with these hourly
rates:

  Professional                         Hourly Rate
  ------------                         -----------
  Mark D. Collins                         $675
  Jason M. Madron                         $390
  Travis A. McRoberts                     $255
  Rebecca V. Speaker                      $195

The firm will also be reimbursed for necessary out-of-pocket
expenses.

Richards Layton received a retainer of $150,000 on November 30,
2009 from the Debtors as compensation for professional services
rendered and reimbursement for expenses incurred in connection
with the Petition Date.  The Debtors propose that the remainder of
the Retainer paid to Richards Layton and not expended for
prepetition services and disbursements be treated as an evergreen
retainer, which the firm will hold as security throughout the
Chapter 11 cases.

Mark D. Collins, Esq., a director at Richards Layton, avers that
his firm does not hold or represent any interest adverse to the
Debtors or their estates.  He assures the Court that Richards
Layton is a "disinterested person," as defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


XERIUM TECHNOLOGIES: Proposes to Satisfy Vendor Claims
------------------------------------------------------
In the ordinary course of their businesses, Xerium Technologies
Inc. and its units incur numerous obligations to prepetition
creditors including suppliers, vendors, mechanics, shippers,
warehousemen and employment agencies that provide, among other
things, vital raw materials, supplies and services necessary to
operate the Debtors' businesses.

Under the Prepackaged Joint Chapter 11 Plan of Reorganization,
Priority Non-Tax Claims, Other Secured Claims, and General
Unsecured Claims are unimpaired, and the holders of those claims
will receive payment in full, in cash.  In the Disclosure
Statement accompanying their Plan, the Debtors indicated their
intention to seek authority to satisfy certain claims in the
ordinary course of business to minimize disruption to their
businesses and protect their business relationships.

The Debtors estimate that the amount of the Payable Claims
outstanding as of the Petition aggregate approximately
$17,896,000.  Of this amount, approximately $12,270,000 will be
due and payable during the first 21 days following the Petition
Date.

The Debtors sought and obtained the Court's interim authority to
satisfy the Payable Claims in an aggregate amount not to exceed
$12,270,000; provided that, as a condition to the satisfaction of
the claims, the affected prepetition creditors (i) continue to
supply goods and services to the Debtors during the pendency of
their bankruptcy cases on trade terms that are at least as
favorable as those existing on the Petition Date or are otherwise
satisfactory to the Debtors in their business judgment, (ii)
release any liens asserted against the Debtors' property related
to the Payable Claims, and (iii) withdraw any and all proofs of
claim filed by an affected prepetition creditor in the Debtors'
Chapter 11 cases.

In the event that a Prepetition Creditor does not maintain or
reinstate favorable trade terms during the pendency of the
bankruptcy cases, any payments made pursuant to the Court's order
will, in the Debtors' discretion, be either (i) deemed applied to
postpetition amounts payable to the Prepetition Creditor or (ii)
treated by the Debtors as an unauthorized postpetition transfer
recoverable by the Debtors.

The Court ruled that the undisputed obligations of the Debtors for
goods and services their received after the Petition Date are not
Payable Claims but will be afforded administrative expense
priority status pursuant to Section 503(b) of the Bankruptcy Code.

The Court will convene a hearing on April 28, 2010, to consider
final approval of the request.  Objections are due April 23.

                   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 Grant Admin. Status to Vendor Claims
------------------------------------------------------------------
In connection with the normal operation of their business, Xerium
Technologies Inc. and its units rely on various vendors and
suppliers to provide them with the goods and services necessary
for the production and distribution of their products to
customers.

As of the Petition Date, the Debtors have certain prepetition
purchase orders outstanding with various vendors for goods and
services.  As a consequence of the commencement of the Chapter 11
cases, the Vendors may be concerned that the obligations arising
from goods shipped or services ordered prepetition and delivered
postpetition will be treated as general unsecured claims against
the Debtors' estates.  The Vendors may refuse to ship the goods,
may recall shipments, or perform services unless the Debtors issue
substitute purchase orders postpetition.

Pursuant to Section 503(b)(1)(A) of the Bankruptcy Code,
obligations that arise in connection with the postpetition
delivery of necessary goods and services, including those ordered
prepetition, are afforded administrative expense priority status.

Accordingly, at the Debtors' behest, the Court granted
administrative priority status to all undisputed obligations of
the Debtors owed to Vendors arising from the postpetition delivery
of goods and services ordered prior to the Petition Date.  The
Debtors also sought and obtained authority to pay their
obligations in the ordinary course.


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---------------------------------------------
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Apr. 29-May 2, 2010
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Apr. 29-May 2, 2010
  THE COMMERICAL LAW LEAGUE OF AMERICA
     Midwestern Meeting & National Convention
        Westin Michigan Avenue, Chicago, Ill.
           Contact: 1-312-781-2000 or http://www.clla.org/

May 21, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - NYC
        Alexander Hamilton Custom House, SDNY, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York, NY
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: April 19, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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