TCR_Public/100429.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 29, 2010, Vol. 14, No. 117

                            Headlines

2665 GENEVA: Files Schedules of Assets and Liabilities
67TH AVENUE: Chapter 11 Case Summary & Unsecured Creditor
AGILENT TECHNOLOGIES: Moody's Lifts Corp. Family Rating From 'Ba1'
AIG BAKER: Places Baker Vestavia Under Chapter 11 Protection
AIG BAKER: Voluntary Chapter 11 Case Summary

AK STEEL: Moody's Assigns 'Ba3' Rating on Senior Unsecured Debt
AK STEEL: S&P Raises Corporate Credit Rating to 'BB' From 'BB-'
ALLIED DEFENSE GROUP: Receives Going Concern Opinion
ALLIS-CHALMERS ENERGY: Names Carlos Etcheverry President
AMERICAN MORTGAGE: Case Summary & 9 Largest Unsecured Creditors

AMERIGROUP CORP: S&P Revises Outlook on 'BB' Rating to Positive
ARTHUR WEISS: Case Summary & 5 Largest Unsecured Creditors
BARKAT, INC.: Case Summary & 20 Largest Unsecured Creditors
BAYSHORE CONDOMINIUMS: Case Summary & 20 Largest Unsec Creditors
BISCAYNE PARK: Voluntary Chapter 11 Case Summary

BRENT NICHOLSON: Over $64-Mil. in Debts Have No Collateral
BRITTWOOD CREEK: Files Schedules of Assets & Liabilities
BRITTWOOD CREEK: Section 341(a) Meeting Scheduled for May 18
BRITTWOOD CREEK: Taps Springer Brown as Bankruptcy Counsel
BUCYRUS COMMUNITY: Has Access to Cash Collateral Until July 2

CAPMARK FINANCIAL: Has Lender's Nod for Use of $20 Mil. Cash
CAPMARK FINANCIAL: Has Loans Restructuring & Sale Protocol
CAPMARK FINANCIAL: Wants Incentives for Exec. Committee Insiders
CENTRAL PACIFIC: Continues to Participate in FDIC's TAG Program
CENTREPOT INTERNATIONAL: Case Summary & Creditors List

CHARLES RIVER: Moody's Reviews 'Ba1' Rating for Downgrade
CHRYSLER LLC: Financial Results Exceed Analysts' Expectations
CHRYSLER LLC: New Chrysler Has $895MM Loss for June-Dec. 2009
CHRYSLER LLC: New Chrysler Reports $143MM Profit for January-March
CIRCUIT CITY: LG Wins Leave to Appeal Court Ruling

CITADEL BROADCASTING: Aurelius Says Plan Fails Abs. Priority Rule
CITADEL BROADCASTING: Michigan Agency Objects to Plan
CITADEL BROADCASTING: Seeks Aurelius' Compliance of NOL Order
CITIGROUP INC: Inks U.S. Treasury Stake Distribution Deal
CITIGROUP INC: Treasury Lost $1.9BB in Market Value of Stake

COOPER STAIR: Case Summary & 20 Largest Unsecured Creditors
CORRYL PARR: Voluntary Chapter 11 Case Summary
CROSSWOODS PATH: Voluntary Chapter 11 Case Summary
DAN STANBROUGH: Case Summary & 19 Largest Unsecured Creditors
DANIEL FREEMAN: Case Summary & 15 Largest Unsecured Creditors

DELTA AIR: Needs to Upgrade 1960s JFK Terminal
DTN INC: Moody's Withdraws All Ratings on Full Loan Repayment
EAST WEST DEV'T: Defaults on Ritz-Carlton Highlands Loan from BoA
ECONOMY HARDWARE: Files for Chapter 11 Bankruptcy in Boston
EMIDIO WOODWORKING: Case Summary & 17 Largest Unsecured Creditors

ERICKSON RETIREMENT: Court Enters Revised Confirmation Order
ERICKSON RETIREMENT: DIP Financing Expires April 30
ERICKSON RETIREMENT: Motions for Admin. Expenses Due June 19
EXPRESSWAY DEVELOPMENT: Sec. 341(a) Meeting Scheduled for May 17
EXTENDED STAY: Auction for Chapter 11 Funding on May 27

EXTENDED STAY: Files Rule 2015.3 Report for April
EXTENDED STAY: Wants Plan Exclusivity Until September 30
F. GOLEH: Case Summary & 20 Largest Unsecured Creditors
FREDDIE MAC: Names Robert Mailloux as SVP Corporate Controller
FREMONT GENERAL: Shareholders File Appeal on Suit Dismissal

GREEKTOWN HOLDINGS: Casino's March Revenues Total $33.4MM
GREEKTOWN HOLDINGS: Court Denies Stout Risius as Appraisers
GREEKTOWN HOLDINGS: Posts Best Q1 Results in Its History
GREGORY JONES: Voluntary Chapter 11 Case Summary
GUNALLEN FINANCIAL: Voluntary Chapter 11 Case Summary

HEE PARK: Case Summary & 20 Largest Unsecured Creditors
HIGHLAND ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
HSH DELAWARE: U.S. Trustee Wants Irregularities Investigated
ICONIX BRAND: Schulz Family Deal Won't Affect Moody's 'B1' Rating
INDERJIT KALIA: Files Plan for Days Inn Santa Rosa

INFOGROUP INC: S&P Downgrades Corporate Credit Rating to 'BB-'
INTELSAT S.A.: Receives OK to Amend 2012 & 2013 Notes Indenture
INTERSTATE MOVING: Voluntary Chapter 11 Case Summary
J&H SOUTHERN: Case Summary & 20 Largest Unsecured Creditors
JAPAN AIRLINES: Adjusts Cargo Fuel Surcharge

JAPAN AIRLINES: Expands Cooperation With ONEWORLD Partners
JAPAN AIRLINES: Shifts to New Cargo Business Model
JUDE THADDEUS: Case Summary & 2 Largest Unsecured Creditors
LEAP WIRELESS: Annual Stockholders' Meeting Set for May 20
LEAP WIRELESS: BlackRock Cuts Equity Stake to 4.16%

LEAP WIRELESS: FMR, Fidelity Cut Equity Stake to 3.313%
LEHMAN BROTHERS: Former Exec Aware of Barclays Hidden Benefits
LENNAR CORP: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
LESTER BOGER: Case Summary & 20 Largest Unsecured Creditors
LIBBEY INC: Files Amendment to Prospectus with SEC

LIONS GATE: Poison Pill Has 61% Support So Far, Says Vice Chair
LIONS GATE: Canadian Authorities Invalidate Poison Pill
MARHABA PARTNERS: Files Schedules of Assets and Liabilities
MGIC INVESTMENT: S&P Assigns 'CCC+' Rating on $300 Mil. Notes
MICHAELS STORES: Names Elaine Crowley as SVP-Controller

MONEYGRAM INT'L: John Hempsay Steps Down as Exec. VP Tomorrow
NEVADA STAR: Case Summary & 8 Largest Unsecured Creditors
NEWLEAD HOLDINGS: Completes Dropdown of Six Vessels
NORANDA ALUMINUM: Jamaican Unit to Reduce Workforce
NORANDA ALUMINUM: S&P Puts 'B-' Rating on CreditWatch Positive

NORD RESOURCES: Forbearance Agreement Extended Until May 13
OLD FIFTY: Voluntary Chapter 11 Case Summary
OMAHA ACQUISITION: Moody's Assigns 'B1' Corp. Family Rating
ONCURE HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
ONCURE MEDICAL: S&P Assigns Corporate Credit Rating at 'B'

OPTI CANADA: To Hold Call on First Quarter Results on April 29
OWENS CORNING: Delaware Files 4th Quarter 2009 Summary Report
OWENS CORNING: Proposes Settlement of NJDEP Claim
PALM INC: Michael Abbott Resigns as SVP of Software & Services
PERPETUA HOLDINGS: Cemecare Acquires Burr and Cedar for $1 Million

PHILADELPHIA NEWSPAPERS: Lenders Top Auction with $139MM Offer
PHONETIME INC: Establishes Restructuring Committee
PMI MORTGAGE: Moody's Affirms 'B2' Insurance Strength Rating
POH ASSISTED: Case Summary & 5 Largest Unsecured Creditors
PQ CORPORATION: Moody's Gives Stable Outlook; Affirms 'B3' Rating

PROTECTION ONE: Inks Acquisition Agreement with GTCR
REAL ESTATE ASSOCIATES VII: Owns Hampshire House Apartments
REED MOUNTAIN: Case Summary & 6 Largest Unsecured Creditors
RICHARD BRUNSMAN: Case Converted to Chapter 7 Liquidation
RITE AID: Compensation Panel Okays 2011 Bonus Plan for Execs

RONALD HEROMIN: Case Summary & 20 Largest Unsecured Creditors
SAINT VINCENTS: D. McMurray Named Patient Care Ombudsman
SAINT VINCENTS: Proposes to Pay Patient Refunds & Expenses
SAINT VINCENTS: R. Stack, et al., Wants to Stop Closure Plan
SAINT VINCENTS: Sec. 332 Ombudsman to be Appointed

SINCLAIR BROADCAST: Annual Shareholders' Meeting Set for June 3
SINCLAIR BROADCAST: Pinnacle Associates Holds 5.50% of Shares
SEALY CORP: Discloses Results of April 14 Stockholders Meeting
SEALY CORP: FMR, Fidelity Hold 10.380% of Common Stock
SCHWING AMERICA: Plan Provides Payment of $27-Mil. to Wells Fargo

SECURUS HOLDINGS: S&P Affirms 'B' Rating on Proposed Term Loan
SHERWOOD FARMS: Has Final OK to Use Old Southern Cash Collateral
SMURFIT-STONE: To Pay Quarterly Pension to Salaried Plan
SRV & ASSOCIATES: Section 341(a) Meeting Scheduled for May 18
SUK HEE: Section 341(a) Meeting Scheduled for May 24

SUMMIT HOTEL: Fortress Forbearance Expires May 3
SUSSER HOLDINGS: Moody's Assigns 'B2' Rating on $425 Mil. Notes
SUSSER HOLDINGS: S&P Assigns 'B+' Rating on $425 Mil. Notes
TBO INVESTMENT: Chapter 11 Case Summary & Unsecured Creditor
TECK RESOURCES: Moody's Upgrades Long-Term Debt Ratings From 'Ba1'

TRIBUNE CO: Sidley Austin Bills $5.4MM for December-February
TRIUMPH GROUP: Moody's Confirms 'Ba2' Corporate Family Rating
UNISON INVESTMENTS: Chapter 11 Case Summary & Unsecured Creditor
US FIDELIS: Sues Credit Card Processors to Recover Funds
VIEWCREST INVESTMENTS: Files Amended List of Unsecured Creditors

WALKING COMPANY: Emerges From Chapter 11 Protection
WASHINGTON MUTUAL: Shareholders Want Probe on Bank Sale
WILLIAM AUSTIN: Case Summary & 11 Largest Unsecured Creditors
WILLIAM GILGER: Voluntary Chapter 11 Case Summary
WILLIAM MITCHELL: Case Summary & 10 Largest Unsecured Creditors

W.R. GRACE: Files Amendments to Chapter 11 Plan
W.R. GRACE: Gets Approval for 2010-2012 Incentive Plan
W.R. GRACE: Seeks Bankruptcy Court Approval of Chapter 11 Plan
W.R. GRACE: Swings to $56.3 Mil. Net Income in First Quarter
WURZBURG INC: Gets $7.5 Million Offer from Amcor Limited

XERIUM TECHNOLOGIES: Proposes Ernst & Young as Auditor
XERIUM TECHNOLOGIES: To Hire Professionals in Ordinary Course
YITC-GP LLC: Involuntary Chapter 11 Case Summary
YRC WORLDWIDE: Timothy Wicks Resigns & Rejoins United Healthcare

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                            *********


2665 GENEVA: Files Schedules of Assets and Liabilities
------------------------------------------------------
2665 GENEVA, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,000,000
  B. Personal Property                  $400
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $38,600,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $140,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,154,905
                                 -----------      -----------
        TOTAL                    $15,000,400      $39,894,905

San Francisco, California-based 2665 GENEVA, LLC, filed for
Chapter 11 bankruptcy protection on March 18, 2010 (Bankr. N.D.
Calif. Case No. 10-30951).  Jay T. Jambeck, Esq., at The Schinner
Law Group, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000 as of the Chapter 11 filing.


67TH AVENUE: Chapter 11 Case Summary & Unsecured Creditor
---------------------------------------------------------
Debtor: 67th Avenue & Bell Investors, LLC
        16009 N. 81st St.
        Suite 200
        Scottsdale, AZ 85260

Bankruptcy Case No.: 10-12390

Chapter 11 Petition Date: April 26, 2010

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Paul Sala, Esq.
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: psala@asbazlaw.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Colorado Casualty         monthly truck          $382
Insurance                 insurance
525 B Street
Sand Diego, CA 92101

The petition was signed by Larry Miller, manager of Matrix
Management LLC.


AGILENT TECHNOLOGIES: Moody's Lifts Corp. Family Rating From 'Ba1'
------------------------------------------------------------------
Moody's Investors Service raised the corporate family and senior
unsecured ratings of Agilent Technologies, Inc., to Baa3 from Ba1.
The outlook is stable.  The upgrade was based on the company's
good execution of its operating model, substantial completion of
restructuring initiatives, solid free cash flow generation and
continued strong credit metrics throughout the economic downturn.
Additionally, Moody's expect improved operating margin and cash
flow stability as Agilent's Life Sciences and Chemical Analysis
businesses will now become more meaningful contributors to
profitability as a result of management's decision to downsize the
Electronic Measurement segment and expand the LS and CA segments.
Importantly, the upgrade reflects Moody's view that Agilent has
adopted sufficiently prudent financial policies to sustain an
investment grade rating.  Lastly, the upgrade recognizes Agilent's
financial discipline with respect to maintaining strong balance
sheet liquidity and moderate financial leverage during the
recession.

Moody's expects Agilent will exhibit margin and cash flow
characteristics comparable to its Baa3 peers across business
cycles due to the resiliency and stability of its LS/CA businesses
(now roughly 48% of revenue) relative to the more volatile EM
operations.  Agilent's EM business is expected to continue to
shrink as a percentage of total sales due to the business
restructuring and realignment.  Organic growth from its existing
LS/CA businesses and additive revenue from the pending acquisition
of Varian will accelerate Agilent's transition to a bio-analytical
measurement company.  Given that roughly 55% of its revenue and
65% of its operating profit will be derived from the more
predictable LS/CA segments (post integration of Varian), Moody's
expect Agilent's business risk will diminish.

With LTM EBITA/average assets of 7.9% and total debt to LTM EBITDA
of 3.1x (excludes World Trade Enhanced Note), Agilent is well
positioned in the Baa3 rating category relative to its cross-
industry Baa3 rated peers.  Though leverage recently increased due
to the issuance of $750 million of new debt to pre-fund the Varian
acquisition, Moody's expect leverage to decline in fiscal 2010 due
to expanding EBITDA.  Going forward, Moody's expect Agilent to
target leverage at or below 2.5x total debt/EBITDA (Moody's
adjusted).

Agilent's suspension of share repurchases during the downturn
signaled its intention to judiciously preserve cash in a period of
weak customer demand and lower earnings.  The upgrade to Baa3
reflects Moody's expectation that financial policies will be less
shareholder-friendly than in the past and that Agilent will fund
share buybacks and acquisitions within the cash generating
capabilities of the business.  Moody's anticipate that FCF will be
prioritized towards accumulating cash with the intention of
reducing debt in the future and that the company will maintain
cash balances of at least $1 billion.

The stable rating outlook reflects Moody's expectation that
Agilent will maintain a strong competitive position across its
addressable measurement markets accompanied by a solid product
lineup.  Agilent's refocused business model and fixed cost
reductions should afford margin expansion from current levels,
with additional support from improving business conditions
(especially in Asia which accounts for over 35% of revenue), lower
fixed costs and additive earnings from Varian.

Liquidity and financial flexibility remain solid, with
unrestrictive cash balances of $2.5 billion at January 31, 2010,
(includes proceeds of roughly $750 million from the 2012 and 2015
notes issued in September 2009) plus access to an undrawn
$330 million unsecured revolving credit facility maturing May
2012.  Moody's expect Agilent will remain in compliance with its
covenants over the next four quarters.  Additional liquidity
support is provided by Moody's expectation that over the next
twelve months FCF will exceed the $280 million of FCF generated
during the trough of fiscal 2009.

These ratings were upgraded:

  -- Corporate Family Rating to Baa3 from Ba1
  -- $600 Million Senior Unsecured Notes due 2017 to Baa3 from Ba1

Concurrently, Moody's has withdrawn these ratings and expects to
withdraw the corporate family rating shortly as well, as these
measures are applicable only for below investment grade companies:

* Probability of Default Rating -- Ba1
* Speculative Grade Liquidity Rating -- SGL-1

The last rating action was on July 14, 2008, when Moody's affirmed
Agilent's CFR and revised the outlook to positive.

Headquartered in Santa Clara, California, Agilent Technologies,
Inc., is a leading measurement technology company serving the
communications, electronics, life sciences and chemical analysis
industries.  Net revenues for the twelve months ended January 31,
2010, were $4.5 billion.


AIG BAKER: Places Baker Vestavia Under Chapter 11 Protection
------------------------------------------------------------
AIG Baker Vestavia, L.L.C., filed for Chapter 11 on April 26, 2010
(Bankr. N.D. Ala. Case No. 10-02600).  The petition says that
assets and debts are up to $50,000,000.  AIG Baker Vestavia owns
the Vestavia Hills City Center, a 378,000-square-foot shopping
center on U.S. 31.

Birmingham Business Journal reports that AIG Baker Vestavia, a
single asset real estate entity, filed for Chapter 11 to halt its
foreclosure sale.  The shopping center was set to sell in
foreclosure Tuesday morning to repay a nearly $40 million note on
the property that BBVA Compass sold to Propst Properties earlier
in the month.

AIG Baker Vestavia is a unit of AIG Baker Shopping Center
Properties.  According to the report, Nick Whitehead, assistant
general counsel for AIG Baker, said the bankruptcy filing is
intended to protect the company's equity interest in the property,
as well as its tenants, after negotiations fell through with
Propst before the foreclosure sale.

The Business Journal report adds that AIG Baker defaulted last
year on the 2002 loan it had with BBVA Compass to redevelop
Vestavia Hills City Center.  Propst bought the note and started
the foreclosure process.  The developer sued BBVA Compass and
Propst and the court rejected late last week AIG Baker's request
to stop the sale.

According to Business Journal, the new owner of a defaulted note
on AIG Baker's Patton Creek shopping center, Tate Capital Real
Estate Solutions, said Tuesday no deal had yet been struck to
renegotiate the note's terms.  Tate recently bought the note from
Regions Bank for an undisclosed amount and also started the
foreclosure process on the 600,000-square-foot shopping center.
Public records show AIG Baker borrowed nearly $73 million from
Regions to develop Patton Creek.

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


AIG BAKER: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: AIG Baker Vestavia, L.L.C.
        1701 Lee Branch Lane
        Birmingham, AL 35242

Bankruptcy Case No.: 10-02600

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Tamara O. Mitchell

Debtor's Counsel: Lee R. Benton, Esq.
                  Benton & Centeno, LLP
                  2019 3rd Avenue N
                  Birmingham, AL 35203
                  Tel: (205) 278-8000
                  E-mail: lbenton@bcattys.com

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

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

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

The petition was signed by Ronald R. Day, chief financial officer
of AIG Baker Shopping Center Properties LLC, its sole member.

Debtor-affiliate that filed separate Chapter 11 petition:

         Entity                  Case No.            Petition Date
         ------                  --------            -------------
AIG Baker Deptford, LLC          10-02059                 04/01/10


AK STEEL: Moody's Assigns 'Ba3' Rating on Senior Unsecured Debt
---------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 rating for senior
unsecured debt to AK Steel's well known seasoned issuer shelf
registration.  At the same time, Moody's assigned a Ba3 rating to
AK Steel's $400 million note issue due 2020.  The notes are
guaranteed by AK Holding Corporation.  Proceeds, together with
cash on hand, will be used to tender for the 7 _% notes due 2012
and for general corporate purposes.  The rating outlook is stable.

AK Steel's Ba2 corporate family rating is supported by its
business mix, which continues to be weighted to contract
positions, and its strong liquidity position.  AK Steel's product
mix benefits from a meaningful level of value-added products,
including coated, electrical, and stainless products.  However,
the rating also considers the cyclicality of the industry, the
expected slow recovery to volume levels that will result in better
fixed cost absorption, and the company's somewhat higher, although
much improved, cost base.  AK Steel's liquidity position is
supported by its cash balances of $330 million at March 31, 2010
and availability of roughly $698 million under its $850 million
borrowing base revolving credit facility.

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

Assignments:

Issuer: AK Steel Corporation

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3, LGD 4,
     67%

  -- Senior Unsecured Shelf, Assigned (P)Ba3

Moody's last rating action on AK Steel was April 12, 2010, when
the rating outlook was changed to stable from negative.

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


AK STEEL: S&P Raises Corporate Credit Rating to 'BB' From 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on West Chester, Ohio-based AK Steel
Holding Corp. to 'BB' from 'BB-'.  At the same time, S&P removed
all ratings from CreditWatch, where they were placed with positive
implications on April 21, 2010.  The rating outlook is stable.

S&P also assigned a 'BB' (same as the corporate credit rating)
issue-level rating to AK Steel Corp.'s proposed $400 million
senior unsecured notes due 2020.  S&P assigned a '3' recovery
rating to the notes, indicating S&P's expectation for meaningful
(50% to 70%) recovery in the event of a payment default.  The
notes will be offered under the company's shelf registration filed
on April 26, 2010, and they will be guaranteed by AK Steel
Holding.  Proceeds from the proposed notes, along with excess
balance sheet cash, are expected to be used to repay the company's
existing senior unsecured notes.

The recovery rating on the senior unsecured debt was revised to
'3', which indicates S&P's expectation for meaningful (50% to 70%)
recovery in the event of a payment default, from '4'.  This
revision reflects lower debt in the company's capital structure
once the existing senior notes are retired.

"The upgrade reflects S&P's expectation that better steel demand,
particularly for flat rolled products, and lower debt levels will
result in improved credit metrics that are more consistent with
the 'BB' rating," said Standard & Poor's credit analyst Marie
Shmaruk.

For the rating, given the company's fair business profile, S&P
expects total adjusted debt to EBITDA of around 4x and funds from
operations (FFO) to total debt of about 15%, levels S&P expects
the company should achieve by the end of 2010.  S&P's expectations
are based on its economists' forecast for GDP growth of 3% in 2010
and around a 14% increase in light vehicle sales for the year,
which should support the healthier steel industry demand reported
by industry participants in the first quarter of 2010.


ALLIED DEFENSE GROUP: Receives Going Concern Opinion
----------------------------------------------------
The Allied Defense Group, Inc. (NYSE Amex: ADG) said its audited
financial statements for the fiscal year ended December 31, 2009
included in the Company's Annual Report on Form 10-K, filed on
April 7, 2010, contained a going concern qualification from its
independent registered public accounting firm, BDO Seidman, LLP.

This announcement is required by NYSE Amex Company Guide Section
610(b), which requires separate disclosure of receipt of an audit
opinion containing a going concern qualification.  This
announcement does not represent any change or amendment to the
company's financial statements or to its Annual Report on Form 10-
K for the fiscal year ended December 31, 2009.

The Allied Defense Group -- http://www.allieddefensegroup.com/--
is a multinational defense company focused on the manufacture,
sale, and distribution of ammunition and ammunition-related
products for use by the U.S. and foreign governments.


ALLIS-CHALMERS ENERGY: Names Carlos Etcheverry President
--------------------------------------------------------
Allis-Chalmers Energy Inc. appointed Carlos Etcheverry as
president of its Drilling and Completion segment.

Carlos Etcheverry joins Allis-Chalmers with over 20 years
experience in the drilling and oilfield services industry.  Most
recently, he served as Chief Operating Officer of San Antonio
International.  He previously held a number of management roles
with Pride International's E&P Services group including business
development, general manager for Argentina and Bolivia, Vice
President Latin America South, and President of San Antonio when
that company was owned by Pride. Mr Etcheverry also worked for
over 10 years with the Halliburton Company with a focus on Latin
America.

Micki Hidayatallah, Allis-Chalmers' Chairman and Chief Executive
Officer, stated "We are pleased to welcome Carlos to our team.
His industry knowledge and international operating experience will
help us pursue our growth initiatives, not only for our
established operations in Brazil and Argentina, but also as we
continue to expand our offering of Allis-Chalmers services
internationally."

                  About Allis-Chalmers Energy

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is a multi-faceted oilfield services
company.  Allis-Chalmers provides services and equipment to oil
and natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas,
offshore in the Gulf of Mexico, and internationally, primarily in
Argentina, Brazil and Mexico.  Allis-Chalmers provides directional
drilling services, casing and tubing services, underbalanced
drilling, production and workover services with coiled tubing
units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.

                         *     *     *

Allis-Chalmers carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's.  It has 'B3' corporate family and
probability of default ratings, with stable outlook, from Moody's.
Its senior unsecured debt has 'Caa1' senior unsecured debt rating
from Moody's.


AMERICAN MORTGAGE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Mortgage Acceptance Company
        625 Madison Avenue
        New York, NY 10022

Bankruptcy Case No.: 10-12196

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Carol A. Felicetta, Esq.
                  E-mail: cfelicetta@reidandriege.com
                  Reid and Riege, P.C.
                  234 Church Street, 9th Floor
                  New Haven, CT 06510-1819
                  Tel: (203) 777-8008
                  Fax: (203) 777-6304

                  Sherri D. Lydell, Esq.
                  E-mail: slydell@platzerlaw.com
                  Teresa Sadutto-Carley, Esq.
                  E-mail: tsadutto@platzerlaw.com
                  Platzer, Swergold, Karlin, Levine
                  Goldberg & Jaslow, LLP
                  1065 Avenue of the Americas, 18th Floor
                  New York, NY 10018
                  Tel: (212) 593-3000
                  Fax: (212) 593-0353

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

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

According to the schedules, the Company says that assets total
$6,366,680 while debts total $119,968,443.

A copy of the Company's list of 9 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nysb10-12196.pdf

The petition was signed by Robert L. Levy, president and CEO.


AMERIGROUP CORP: S&P Revises Outlook on 'BB' Rating to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Amerigroup Corp. to positive from stable.

Standard & Poor's also said that it affirmed its 'BB' counterparty
credit rating on the company.

"The positive outlook reflects S&P's expectation that Amerigroup
will sustain its financial and business profiles development,"
explained Standard & Poor's credit analyst Hema Singh.  "This has
improved the company's overall creditworthiness."

Amerigroup's holding-company key credit metrics have improved and
are very conservative for the rating level.  The company's
financial flexibility has also improved as a result of lower debt
levels on its balance sheet and better capitalization at the
health plan operating subsidiaries, which is no longer stressed by
S&P's analysis for double leverage.  In addition, the company has
realized benefits from its growing operational scale and
associated strong cash-flow generation capacity.

Amerigroup maintains a very good and growing market presence in
the managed Medicaid market.  The company has established
contracts with public-sector payers in 11 states to manage their
Medicaid and other programs, including State Children's Health
Insurance Program.  The geographic diversity of its operating
subsidiaries generally supports a more stable internal cash-flow
generating profile and reduces exposure to adverse developments or
the loss of contracts in any one market.

The outlook is positive.  S&P would consider a one-notch upgrade
in the next 12 months if the company were to meet its key
operational targets, thereby sustaining the improvements in its
financial and business profiles.

In S&P's opinion, Amerigroup is well-positioned to continue its
strategy of growth through geographic diversification.  S&P also
believes that the company likely will continue to generate a
stable cash-flow stream in the intermediate term (12-24 months to
pay for expenses related to expansion into new markets and other
short-term financial obligations).  Over the long term,
Amerigroup's ROR could likely remain in the 3%-5% range based on
the expectation that reimbursements will remain actuarially sound
and will not be pared back by states that are facing budget
challenges.  Expectations for margins to remain at these lower
levels compared with historical levels also reflect the downward
pressures on operating margins across the health insurance
industry, lower levels of premium rate increases from states, new
market growth expenses, and higher medical loss ratios for new
members in the first one to two years.


ARTHUR WEISS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Arthur S. Weiss
               Randal Dickinson Gardner-Weiss
                 aka Randi D. Gardner-Weiss
                     Randal D. Weiss
               407 High Camp Road
               Marion, NC 28752

Bankruptcy Case No.: 10-50758

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Catharine R. Carruthers

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton, & Talcott, LLP
                  Suite 500, 100 S. Elm Street
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  E-mail: dws@imgt-law.com

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

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

A copy of the Joint Debtors' list of 5 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ncmb10-50758.pdf

The petition was signed by the Joint Debtors.


BARKAT, INC.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Barkat, Inc.
        1201 Jersey Avenue
        North Brunswick, NJ 08902

Bankruptcy Case No.: 10-22614

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Robert C. Nisenson, Esq.
                  Robert C. Nisenson, LLC
                  10 Auer Court, Suite E
                  East Brunswick, NJ 08816
                  Tel: (732) 238-8777
                  Fax: (732) 238-8758
                  E-mail: rnisenson@aol.com

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

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

According to the schedules, the Company says that assets total
$255,459 while debts total $4,457,292.

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/njb10-22614.pdf

The petition was signed by Assad Barkat, president.


BAYSHORE CONDOMINIUMS: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Bayshore Condominiums, LLC
        aka Bayshore Cove Condominiums, LLC
        120 Hall Street
        Monroe, LA 71201

Bankruptcy Case No.: 10-72157

Chapter 11 Petition Date: April 26, 2010

Court: United States Bankruptcy Court
       Western District of Arkansas (Hot Springs)

Judge: Ben T. Barry

Debtor's Counsel: James F. Dowden, Esq.
                  212 Center Street, 10th Floor
                  Little Rock, AR 72201
                  Tel: (501) 324-4700
                  Fax: (501) 374-5463
                  E-mail: jfdowden@swbell.net

Scheduled Assets: $4,000,000

Scheduled Debts: $3,721,494

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/arwb10-72157.pdf

The petition was signed by Xian Hua Wang aka Aaron Wang,
registered agent.


BISCAYNE PARK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Biscayne Park LLC
        8500 Biscayne Blvd Trailer A-154
        Miami, FL 33138

Bankruptcy Case No.: 10-20941

Chapter 11 Petition Date: April 26, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

Scheduled Assets: $13,000,000

Scheduled Debts: $10,000,000

The petition was signed by Magdiel Fernandez, vice president.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


BRENT NICHOLSON: Over $64-Mil. in Debts Have No Collateral
----------------------------------------------------------
Brent Nicholson, together with his wife, Mary Nicholson, filed for
Chapter 11 in Seattle, on Apr. 22, 2010 (Bankr. W.D. Wash. Case
No. 10-14522).

The Debtors listed assets totaling $10,821,599 and debts totaling
$78,442,255 as of the Petition Date.

According to Seattle Times, Mr. Nicholson is a Kirkland developer
dozens of West Coast retail projects.  According to the report,
most of those debts -- nearly $64 million -- are not secured by
real estate or other collateral.  Mr. Nicholson indicated in his
petition that there will be no money available to pay the
unsecured creditors

The company said it owes First Independent Bank of Vancouver more
than $12.8 million; Seattle Bank, $9.3 million; Wachovia Bank,
$8.8 million; City Bank of Lynnwood, $6.9 million; Insurance giant
Liberty Mutual, $5 million; and HomeStreet Bank, $4.4 million.

Richard G. Birinyi, Esq., at Bullivant Houser Bailey PC, serves as
counsel to the Debtors.


BRITTWOOD CREEK: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Brittwood Creek LLC has filed with the U.S. Bankruptcy Court for
the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

  Name of Schedule                   Assets          Liabilities
  ----------------                   ------          -----------
A. Real Property                  $32,000,000
B. Personal Property                   $8,066
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $35,236,063
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $5,000
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $3,228,769
                                  -----------         -----------
      TOTAL                       $32,008,066         $38,469,832

Burr Ridge, Illinois-based Brittwood Creek LLC filed for Chapter
11 bankruptcy protection on April 9, 2010 (Bankr. N.D. Ill. Case
No. 10-15776).  Michael J. Davis, Esq., at Springer, Brown, Covey,
Gaetner & Davis, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


BRITTWOOD CREEK: Section 341(a) Meeting Scheduled for May 18
------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Brittwood
Creek LLC's creditors on May 18, 2010, at 1:30 p.m.  The meeting
will be held at 219 South Dearborn, Office of the U.S. Trustee,
8th Floor, Room 802, Chicago, Illinois 60604.

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

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

Burr Ridge, Illinois-based Brittwood Creek LLC filed for Chapter
11 bankruptcy protection on April 9, 2010 (Bankr. N.D. Ill. Case
No. 10-15776).  Michael J. Davis, Esq., at Springer, Brown, Covey,
Gaetner & Davis, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


BRITTWOOD CREEK: Taps Springer Brown as Bankruptcy Counsel
----------------------------------------------------------
Brittwood Creek LLC has sought permission from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Michael
Davis and the members and associates of the law firm of Springer,
Brown, Covey, Gaertner and Davis (SBCGD) as bankruptcy counsel.

SBCGD will, among other things:

     (a) consult with the Debtor concerning its powers and duties
         as debtor-in-possession, the continued operation of its
         business and the Debtor's management of the financial and
         legal affairs of its estate;

     (b) consult with the Debtor and with other professionals
         concerning the negotiation, formulation, preparation, and
         prosecution of a Chapter 11 plan and disclosure
         statement;

     (c) confer and negotiate with the Debtor's creditors, other
         parties-in-interest, and their respective attorneys and
         other professionals concerning the Debtor's financial
         affairs and property, Chapter 11 plans, claims, liens,
         and other aspects of this case; and

     (d) appear in court on behalf of the Debtor when required,
         and will prepare, file and serve such applications,
         motions, complaints, notices, orders, reports, and other
         documents and pleadings as may be necessary in connection
         with the case.

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

         Michael J. Davis                   $350
         Kent A. Gaertner                   $350
         David Brown                        $350
         Thomas Springer                    $350
         Joshua Greene                      $285

Michael J. Davis, a partner at SBCGD, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Burr Ridge, Illinois-based Brittwood Creek LLC filed for Chapter
11 bankruptcy protection on April 9, 2010 (Bankr. N.D. Ill. Case
No. 10-15776).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


BUCYRUS COMMUNITY: Has Access to Cash Collateral Until July 2
-------------------------------------------------------------
The Hon. Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio authorized Bucyrus Community Hospital, Inc., et
al., to use the cash collateral of the prepetition secured lenders
until July 2, 2010.

Lancaster Pollard Mortgage Company has a first priority and only
security interest in substantially all of Bucyrus Community's
assets, including accounts receivable and the proceeds thereof.
The United Bank, Division of the Park National Bank, and the First
Federal Community Bank also purport to hold security interests in
certain assets of each of the Debtors, including cash collateral.
The Debtors, however, assert that the security interests of United
are unperfected and that the security interests of FFCB don't
cover cash collateral.

The Debtors would use the cash collateral for the continued
operation of their business.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Lancaster Pollard and United
replacement liens on the Debtors' postpetition assets with the
same priority extended to them prepetition.

The Debtors will also make monthly adequate protection payments
for each of April, May, and June (i) $75,000 to Lancaster Pollard
Mortgage Company; and (ii) $6,000 to United Bank, Division of the
Park National Bank.

As adequate protection for FFCB, the Debtor will grant FFCB
replacement liens in all of the Debtors' postpetition assets.

The Debtors are represented by:

     Shawn M. Riley
     E-mail: sriley@mcdonaldhopkins.com
     Paul W. Linehan
     E-mail: plinehan@mcdonaldhopkins.com
     Melissa Asbrock
     E-mail: masbrock@mcdonaldhopkins.com
     McDonald Hopkins LLC
     600 Superior Avenue, East, Suite 2100
     Cleveland, OH 44114-2653
     Tel: (216) 348-2653
     Fax: (216) 348-5474

              About Bucyrus Community Hospital, Inc.

Bucyrus, Ohio-based Bucyrus Community Hospital, Inc., filed for
Chapter 11 bankruptcy protection on March 19, 2010 (Bankr. N.D.
Ohio Case No. 10-61078).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.

The Company's affiliate, Bucyrus Community Physicians, Inc., filed
a separate Chapter 11 petition (Case No. 10-61081) on March 19,
2010, estimating its assets and debts at $500,000 to $1 million.


CAPMARK FINANCIAL: Has Lender's Nod for Use of $20 Mil. Cash
------------------------------------------------------------
Capmark Financial Group Inc. and its debtor affiliates ask Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to approve modifications to the terms of
their stipulation with Morgan Stanley & Co. Incorporated.

As previously reported, the Court approved the parties'
stipulation authorizing the Debtors' use of up to $10 million in
cash collateral, and provided Morgan Stanley adequate protection
pursuant to Section 363(c) of the Bankruptcy Code for claims
arising from the use of Cash Collateral.

Consequently, the Debtors and Morgan Stanley have agreed to
modify the terms of the Stipulation to permit the Debtors to use
a maximum of $20 million in cash collateral.

The Stipulation also provides that Cash Collateral will be used
to pay:

  (a) obligations relating to true-up payments required to be
      made by the Credit Enhanced Guaranteed Fund and Direct
      Guaranteed Funds to the investors at a specified point in
      time prior to maturity, based on the total tax benefits
      from low-income housing tax credits projected to be
      realized; and

  (b) loans made in the event certain of the Debtors determine
      it would be financially prudent for the Fund Managing
      Member to provide funds to maintain any LIHTC Property
      underlying the applicable Fund to avoid the loss of LIHTC
      or other tax benefits that the LIHTC Property had been
      projected to generate, as provided for in a corresponding
      operating agreement.

The Debtors relate that since the entry of the Original Order,
unanticipated and additional True-Up Excess Contribution Payments
have become due and owing sooner than initially expected.  As a
result, the Debtors note, they have agreed with Morgan Stanley to
increase the amount of Cash Collateral they are permitted to use
under the terms of the Stipulation.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FINANCIAL: Has Loans Restructuring & Sale Protocol
----------------------------------------------------------
Capmark Financial Group Inc. and its units received the U.S.
Bankruptcy Court's authority to establish procedures for the
restructuring, sale, and settlement of certain loans.

The Debtors' commercial real estate finance business includes the
management of a substantial loan portfolio.  The Debtors'
portfolio management activities include: negotiating Loan
resolutions for Loans in default and underperforming Loans;
supervising foreclosures and property dispositions in the event
of unremedied defaults; negotiating and accepting discounted
payoffs of defaulted Loans; negotiating and accepting deeds in
lieu of foreclosure; negotiating and closing other forms of
settlement with borrowers, including provision of partial or full
releases to borrowers and guarantors in exchange for payment or
performance obligations; and negotiating and agreeing to
restructurings, modifications, participations, settlements, and
sales of Loans.

According to the Debtors, many Loans are not performing, in large
measure due to prevailing economic conditions.  As is customary
in the commercial real estate finance industry, the Debtors may
determine that circumstances warrant restructuring the terms of a
Loan through various means, including, but not limited to,
adjusting interest rates, adjusting the outstanding principal
balance, adjusting amortization, changing payment schedules,
changing maturity dates, changing or waiving events of defaults
or covenants, releasing or obtaining collateral, and granting
releases of certain rights against borrowers or guarantors.

The Loan Transactions, where appropriate, enable the Debtors to
maximize the value of their investment in a given Loan and,
concomitantly, recoveries for their estates by ensuring a greater
likelihood of recovery on the original investment.

To permit the Debtors to act expeditiously with respect to Loan
Transactions, the Debtors assert it is in their best interests,
their creditors, and other parties that they be authorized to
enter into Loan Transactions.

Thus, the Debtors ask the Court to approve these procedures to be
used in entering into and consummating Loan Transactions:

a. With respect to Loan compromising part of the Collateral:

  i. The Debtors may enter into and consummate any Loan
     Transaction without further order of the Court or notice to
     or approval of any party where either (a) the unpaid
     principal balance of that loan is less than $10 million, or
     (b) the total proceeds from that Loan Transaction are less
     than $10 million; and

ii. With respect to any Loan Transaction where either (a) the
     unpaid principal balance of that loan is equal to or
     greater than $10 million, or (b) the total proceeds from
     that Loan Transactions are equal to or greater than
     $10 million:

         (a) The Debtors will give prior written notice to the
             Secured Lenders and the Official Committee of
             Unsecured Creditors of the Debtors' intent to
             effectuate that Loan Transaction; and

         (b) The Debtors may enter into and consummate a Loan
             Transaction without further order of the Court if:
             (i) the Secured Lenders and the Committee provide
             written consent to the Loan Transaction; or (ii)
             neither the Secured Lenders nor the Committee
             objects to that Loan Transaction.

b. With respect to Loans that do not comprise part of the
  Collateral:

     i. The Debtors may enter into and consummate a Loan
        Transaction without further order of the Court or notice
        to or approval of any party where (x) that Loan has a
        face amount of less than $20 million and a portion of
        the Loan is forgiven; (y) that Loan has a face amount of
        less than $35 million and no portion of that Loan is
        forgiven; and (z) the notice and approval requirements
        set forth in succeeding clauses (ii), (iii), and (iv)
        have been satisfied;

    ii. The Debtors will not consummate a Loan Transaction where
        the face amount of that Loan is greater than or equal to
        $20 million and less than $50 million, and a portion of
        that Loan is forgiven, without notice to an approval of
        the Committee's advisors;

   iii. The Debtors will not consummate a Loan Transaction where
        the face amount of the Loan is greater than or equal to
        $35 million and less than $50 million, and no portion
        of the Loan is forgiven, without notice to and approval
        of the Committee's advisors; and

    iv. The Debtors will not consummate a Loan Transaction where
        the face amount of that Loan is greater than or equal to
        $50 million without notice to and approval of the
        Committee.

The Debtors relate in a certification of counsel that they have
received informal comments with respect to the Motion from these
parties:

   (i) the Agent to Secured Lenders;

  (ii) the Ad Hoc Group of Secured Lenders;

(iii) the Official Committee of Unsecured Creditors;

  (iv) Merrill Lynch Capital Services, Inc. and Natixis
       Financial Products, Inc;

   (v) the Ad Hoc Group of Unsecured Bank Lenders;

   (vi) EastBank Inc; and

  (vii) Morgan Stanley & Co. Incorporated.

The Debtors relate that based on good faith, arm's-length
negotiations, they have resolved all of the Responding Parties'
informal comments with respect to the Motion and, in that regard,
have prepared a revised form of proposed order granting the
Motion.

The Revised Proposed Order provides, among others, that:

  (a) the Order will not apply to any Loan Transaction related
      to a Loan residing in a Low Income Housing Tax Credit
      structure in which Merrill Lynch or Natixis is a party as
      an equity or debt investor or guarantor;

  (b) the Committee's advisors will be given notice of all Loan
      Transactions; provided that the Debtors' entry into and
      consummation of any Loan Transaction will be subject to
      any party's valid and enforceable consent, notice, and
      approval rights, or any other rights, under any relevant
      document or the Cash Collateral Order;

  (c) Citibank N.A., in its capacity as administrative agent
      under that certain $5,500,000,000 Credit Agreement dated
      as of March 23, 2006, will obtain substantially similar
      and contemporaneous notice of any Loan Transaction to the
      notice received by the Committee pursuant to the
      Procedures;

  (d) a Loan Transaction pursuant to the Procedures will not
      convey property of the estates free and clear of any
      asserted lien or other interest in that property, whether
      or not the Debtors consent to the validity of that Lien,
      absent a motion, pursuant to Rule 6004(c) of the Federal
      Rules of Bankruptcy Procedure and on notice to the holder
      or alleged holder of that Lien, providing an opportunity
      to be heard with respect to the treatment of the Lien.

The Court granted the Motion on April 19, 2010 as provided in the
Revised Proposed Order submitted by the Debtors.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FINANCIAL: Wants Incentives for Exec. Committee Insiders
----------------------------------------------------------------
Capmark Financial Group Inc. and its units seek approval of their
postpetition performance incentive plan for insider employees who
are members of the executive committee.

The Executive Committee Members of the Debtors are Jay Levine,
the president and chief executive; Thomas Fairfield, executive
vice president and general counsel; William Gallagher, executive
vice president and chief risk officer; and Frederick Arnold,
executive vice president and chief financial officer.

Following entry of the PIP Order, the Debtors, the Official
Committee of Unsecured Creditors and their advisors participated
in substantial discussions to reach agreement regarding
modifications to the Performance Incentive Plan applicable to the
Executive Committee Members.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware -- madron@rlf.com -- related that as with the
terms of the Performance Incentive Plan approved for the Debtors'
other Insider Employees, the terms of the modified plan
applicable to the Executive Committee Members are designed to
incentivize these employees to use their best efforts to assist
the Debtors to reach certain milestones on matters that will
maximize the value of the estates for all of the Debtors'
stakeholders.

Mr. Madron adds that the modified terms and conditions of the
Performance Incentive Plan applicable to the Executive Committee
Members are designed specifically for the Executive Committee
Members, in order to properly align the interests of the
Executive Committee Members with those of the Debtors and the
stakeholders, and to meet legal requirements for authorization
and approval of a postpetition performance incentive plan for
those employees.

In the initial PIP Motion, the Performance Incentive Plan
provided for incentive payments to the Executive Committee
Members based on the achievement of three specific milestones:

  (i) substantial completion of the transition of the Debtors'
      former MSB Business to Berkadia and presentation of a 2010
      operating plan for the Debtors;

(ii) substantial completion of the transition of the Debtors'
      asset management and support functions to Capmark Bank and
      achievement of 80% of the Debtors' 2010 expense reduction
      initiative; and

(iii) confirmation of a plan of reorganization.

According to Mr. Madron, the modified Performance Incentive Plan
for the Executive Committee Members provides for performance
incentive payments to the Executive Committee Members based on
their achievement of the three milestones as well as two
additional Milestones:

  (1) The first new Milestone applies specifically to the
      Debtors' Chief Financial Officer, and provides that he
      will be entitled to a Milestone payment upon the
      development of a financial reporting package acceptable to
      the Official Committee of Unsecured Creditors and the
      commencement of the publication of related reports.

  (2) The second new Milestone applies to all the Executive
      Committee Members and requires achievement of a minimum of
      85% of the Debtors' 2010 net asset level cash flow
      projections.

If all Milestones are fully achieved, the modified Performance
Incentive Plan provides for an aggregate payout to the Executive
Committee Members of the remaining portion of the $8.8 million
pool of funds set aside to finance the incentive payments to all
Insider Employees, Mr. Madron tells the Court.

The Debtors believe that the Performance Incentive Plan for
Executive Committee Members will provide significant value to
their estates.

In a separate filing, the Debtors seek the Court's authority to
file a summary of the Performance Incentive Plan for Executive
Committee Members under seal.  The Debtors aver that the
Executive Committee Performance Incentive Plan Summary contains
highly sensitive and confidential personal, financial, and
commercial information pertaining to their businesses and the
Executive Committee Members.

            Debtors Resolve Issues With U.S. Trustee

The Debtors relate in a certification of counsel that they have
entered into discussions with Roberta A. DeAngelis, the Acting
U.S. Trustee for Region 3, to resolve any and all issues relating
to the motion to file full postpetition performance incentive
plan for insider employees under seal.

Accordingly, the Debtors delivered to the Court a revised form of
order which provides that certain portions of the Performance
Incentive Plan will be unsealed.

                         *     *     *

Judge Sontchi authorized the Debtors to file a full, unredacted
version of the Performance Incentive Plan under seal; provided,
however, that the U.S. Trustee, the Official Committee of
Unsecured Creditors, the ad hoc group of unsecured prepetition
lenders and the ad hoc group of secured prepetition lenders will
be provided copies of the full version of the Performance
Incentive Plan upon implementation of appropriate confidentiality
safeguards.

Consistent with the agreement resolving the Objection between the
Debtors and the U.S. Trustee, certain portions of the Performance
Incentive Plan are unsealed.  Redacted portion of the Performance
Incentive Plan is available for free at:

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

All rights of the Debtors and the Committee are reserved with
respect to the issue of whether information relating to incentive
payments and compensation for members of the Executive Committee
of Capmark Financial Group Inc. should be sealed when that
portion of the Performance Incentive Plan is presented to the
Court for approval.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CENTRAL PACIFIC: Continues to Participate in FDIC's TAG Program
---------------------------------------------------------------
Central Pacific Financial Corp., parent company of Central Pacific
Bank, said mid-April that it will continue to participate in the
Federal Deposit Insurance Corporation Transaction Account
Guarantee program, which was recently extended by the FDIC to
December 31, 2010.  The TAG program provides customers of
participating insured depository institutions with unlimited FDIC
insurance coverage on deposit balances held in non-interest
bearing checking accounts and qualifying interest bearing checking
accounts.  The program is designed to fully guarantee deposit
balances in certain accounts above the maximum limits of the FDIC
insurance coverage.

"Many individuals, businesses and organizations with high deposit
balances can benefit from this program," said John C. Dean,
Executive Chairman of the Board of CPF and CPB.  "We want to
provide our customers with the peace of mind that their entire
deposit balance with our bank can be FDIC insured."

More information on the TAG program and FDIC insurance coverage
can be accessed at the FDIC's web site -- http://www.fdic.gov/--
or at Central Pacific Bank's Web site,
http://www.centralpacificbank.com/

                       About Central Pacific

Hawaii-based Central Pacific Financial Corp. --
http://www.centralpacificbank.com/-- is a bank holding company
with $4.9 billion in assets.  Central Pacific Bank, its primary
subsidiary, operates 37 branches and approximately 110 ATMs
throughout the State of Hawaii.

In March 2010, Fitch Ratings downgraded the long-term Issuer
Default Rating of Central Pacific Financial Corp. and its bank
subsidiary, Central Pacific Bank to 'CC' from 'CCC'.  The
downgrade of CPF's ratings reflects that the Company remains under
serious credit stress and has disclosed it will not meet the
enhanced capital requirements as per its existing regulatory
agreements.


CENTREPOT INTERNATIONAL: Case Summary & Creditors List
------------------------------------------------------
Debtor: Centrepot International Logistics, Inc.
        5265 Hickory Hill Road
        Memphis, TN 38141

Bankruptcy Case No.: 10-24530

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Toni Campbell Parker, Esq.
                  615 Oakleaf Office Lane
                  P.O. Box 240666
                  Memphis, TN 38124-0666
                  Tel: (901) 683-0099
                  Fax: (866) 489-7938
                  E-mail: tparker001@bellsouth.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/tnwb10-24530.pdf

The petition was signed by William R. Fisher, president and CEO.


CHARLES RIVER: Moody's Reviews 'Ba1' Rating for Downgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of Charles River
Laboratories International Inc., including the Ba1 Corporate
Family Rating and the Ba1 Probability of Default Rating under
review for possible downgrade.  The review follows the
announcement that Charles River has signed a definitive agreement
to acquire WuXi PharmaTech Inc. for $1.6 billion in cash and
stock.  The acquisition price represents a multiple of
approximately 17.3 times WuXi's non-GAAP 2009 EBITDA.  The rating
outlook for Charles River had been negative.

Moody's analysis will focus on: a review of WuXi's business and
the value that its platform will bring to Charles River in terms
of winning client business and expanding internationally; the
potential challenges of integrating a China-based company with a
US-based company; the outlook for the early stage pharmaceutical
outsourcing industry over the next 12-18 months; and the pro forma
financial profile of the combined entity as well as the
anticipated pace of deleveraging.  Based on preliminary analysis,
Moody's expects Charles River's Corporate Family and Probability
of Default Ratings will remain in the Ba-range.  Further, Moody's
expect the senior secured credit facility that Moody's currently
rate will be repaid in conjunction with the transaction and
Moody's therefore expect to withdraw these ratings at the close of
the transaction.

Ratings placed under review for downgrade:

  -- Corporate Family Rating, Ba1

  -- Probability of Default Rating, Ba1

  -- Senior Secured $200 million Revolving Credit Facility due
     2011, Baa2 (LGD2, 17%)

  -- Senior Secured $156 million (face value) Term Loan facility
     due 2011, Baa2 (LGD2, 17%)

The outlook was negative.  The Speculative Grade Liquidity Rating
remains SGL-2.

The last rating action was December 21, 2009, when Moody's
upgraded the company's credit facility to Baa2.  On March 12,
2009, Moody's changed the rating outlook to negative from stable.

Charles River, headquartered in Wilmington, MA, is a contract
research organization that provides research tools and services
for drug discovery and development.  The company's revenues are
roughly split between the Research Models and Services business,
which involves the commercial production and sale of research
models; and the Preclinical Services business, which involves the
development and safety testing of drug candidates.  The company
reported revenues of $1.2 billion for the twelve months ended
December 26, 2009.


CHRYSLER LLC: Financial Results Exceed Analysts' Expectations
-------------------------------------------------------------
Chrysler Group LLC's financial performance has exceeded the
expectations of many analysts who see signs that the auto maker
may still recover from bankruptcy, according to an April 22 report
by The Los Angeles Times.

Chrysler Group managed to reduce its losses to $197 million and
make an operating profit of $143 million, according to the auto
maker's financial results for the first quarter of 2010.

"It was questionable whether they'd survive 2010, but now the
company seems to be on track for better days," LA Times quoted
Michelle Krebs, an analyst with auto information company
Edmunds.com, as saying.

Brian Johnson, an analyst with Barclays Capital, said that cost
cutting and better vehicle pricing including a "more disciplined
approach" to sales incentives, helped Chrysler Group's financial
performance.  He pointed out that the auto maker's nearly
$10 billion in first-quarter sales was well ahead of the
$6.1 billion he had estimated, LA Times reported.

Max Warburton, an analyst with England-based Sanford C. Bernstein,
said the auto maker's profitability is significantly better than
they appreciated.  He said that with the latest figures, the
automaker's arguments that it will recover with the economy look
more credible, LA Times reported.

Mr. Warburton, however, noted that although Chrysler Group's
financial performance is ahead of expectations, its survival is
not assured.  He views the recovery as "theoretical until Chrysler
can prove it can retake significant market share in the ruthlessly
competitive U.S. market."

In an April 21 statement, Chrysler Group Chief Executive Sergio
Marchionne said the positive operating result in the first quarter
is an indication to the customers, dealers and suppliers that
Chrysler Group's 2010 targets are achievable and that the auto
maker is generating cash to finance the investments being made in
its product portfolio and brand repositioning.

"There has already been an uptick in customer traffic in our
dealerships in Q1 and we are confident that Chrysler sales will
continue to increase as we launch new products in the second
quarter, beginning with the all-new 2011 Jeep Grand Cherokee," Mr.
Marchionne said.

Mr. Marchionne added that Chrysler Group will launch later this
year its 16 all-new or refreshed products including Chrysler 300,
Dodge Charger, E-CUV, Fiat 500, and the Sebring replacement.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler Has $895MM Loss for June-Dec. 2009
-------------------------------------------------------------
Chrysler Group LLC issued its audited financial results in
accordance with U.S. GAAP for the June 10 to December 31, 2009
reporting period, the first published financial results since the
Company began operations on June 10, 2009.

Chrysler was formed upon completion of the purchase of the
principal operating assets, and certain debts and liabilities of
the former Chrysler LLC (now Old Carco LLC), under terms approved
by the U.S. Bankruptcy Court of the Southern District of New York.

"The steady progression of our financial results from June through
December 2009 shows that Chrysler is on track to meet the
ambitious, yet achievable goals announced in November," said
Sergio Marchionne, Chief Executive Officer, Chrysler Group LLC.

"As a result of improving trading margins, operational
efficiencies and rigorous cost discipline, we continued to
strengthen our cash position through 2009."

The Company posted Net Revenues of $17,710 million, exceeding
the $17 billion target provided in November 2009, of which
$9,434 million was achieved in the fourth quarter (Q4).  Worldwide
vehicle sales for June 10 to December 31, 2009, were 739,000 units
of which 318,000 were sold in Q4.  Worldwide vehicle shipments for
the 2009 reporting period were 670,000, including 370,000 in Q4.

Chrysler achieved a U.S. market share of 8.0 percent from June 10
to December 31, 2009 (8.1 percent in Q4), in a market with a
seasonally adjusted annual sales rate (SAAR) of 10.6 million
vehicles ?- a level not seen in the U.S. since 1982 -? as well as
high unemployment and difficult credit markets for consumers,
dealers and suppliers.

U.S. vehicle sales from June 10 to December 31, 2009, were 513,000
including 216,000 in Q4. U.S. vehicle shipments in the same period
were 451,000 of which 260,000 were in Q4.

Chrysler maintained rigorous control over production levels as the
market demand remained soft into late 2009.  Inventory levels in
the U.S. were reduced to 179,000 vehicles, representing 58 days of
supply, compared to 246,000 vehicles and 90 days supply on
June 10, 2009.

Operating Loss(a) for the 2009 reporting period was $895 million,
of which $267 million was recorded in Q4.  This loss was primarily
the result of low sales volumes and significant start-up costs,
particularly in June and Q3, as plants began to ramp up after the
Company purchased the principal operating assets of Old Carco.

Modified Earnings Before Interest, Taxes, Depreciation and
Amortization (Modified EBITDA)(b) for the 2009 reporting period
were $538 million, which is at the upper end of earlier guidance
and predominantly generated in Q4 as the Company approached normal
operating conditions.

Net Interest Expense amounted to $359 million in the 2009
reporting period of which $130 million was recorded in Q4, and
included $85 million for non-cash interest accretion primarily
related to the fair value adjustment of certain financial
liabilities.

Net Loss for the full 2009 reporting period amounted to
$3,785 million, reduced to $1,734 million after excluding a non-
recurring, non-cash charge of $2,051 million on the UAW Retiree
Medical Benefits Trust (VEBA) remeasurement.

Pro-Forma Industrial Net Debt(d) (including the VEBA note) at
December 31, 2009, was $5,362 million.

Despite the effects of restarting plants and the low sales volumes
in the beginning of the period, Cash improved to $5,877 million at
December 31, 2009, ahead of earlier guidance, due to disciplined
cost control and working capital management.  An additional
$2.4 billion of undrawn credit facilities remain available under
Chrysler's U.S. Treasury (UST) and Export Development Canada (EDC)
loan agreements, bringing the total available liquidity to
$8.3 billion.  There have been no additional draws from the
government facilities since June 12, 2009.

                       Significant Events

On June 10, 2009, Chrysler and Fiat finalized an agreement for a
global strategic alliance and the new Chrysler became operational.
The agreement grants Chrysler access to Fiat's world-class
technology, platforms and powertrains for small and medium-sized
cars, which will enable the Company to expand its product
offering, including the addition of several low environmental
impact models. Chrysler will also have access to Fiat's
international distribution network.  The alliance represents an
important step toward positioning both Chrysler and Fiat among the
next generation of leaders in the global auto industry.

Chrysler's five-year strategic business plan, presented on
November 4, 2009, projects the launch of 21 new models over the
next five years and sales volumes increasing to 2.8 million cars
in 2014 (40 percent higher than in 2008 and more than double 2009
volumes). Approximately 60 percent of those vehicles are to be
based on Fiat platforms. By 2014, Chrysler expects to achieve
annual Net Revenues of approximately $68 billion and Operating
Profit of $5 billion, with its loans from the UST and EDC fully
repaid.

The all-new 2010 Ram 2500 and 3500 Heavy Duty pickups, launched in
the fourth quarter of 2009, were chosen by Motor Trend as the
magazine's "2010 Truck of the Year."

In December, Chrysler announced it would invest $179 million to
launch production of an advanced technology, fuel-efficient engine
for the North American market, which will be built at the Global
Engine Manufacturing Alliance plant in Dundee, Michigan.  The
plant will produce the 1.4-liter, 16-valve Fully Integrated
Robotized Engine (FIRE) for use in Chrysler's growing fleet of
fuel-efficient vehicles.  FIRE is a collaboration between Chrysler
and Fiat Powertrain and will include Fiat's innovative advanced
technologies to reduce engine emissions and improve fuel economy.

The Company also confirmed that the Fiat 500 would be built at its
Toluca, Mexico plant, utilizing the FIRE engines built in
Michigan.  The vehicles will be sold both in NAFTA through
Chrysler's distribution network and in Latin America, through
Fiat's distribution network.

                          2010 Outlook

Chrysler is on track to achieve its targets for 2010.  These
targets, announced on November 4, 2009, are:

    * Net Revenues of $40-45 billion
    * Operating Profit of $0.0-0.2 billion
    * Modified EBITDA of $2.5-2.7 billion
    * Negative Free Cash Flow of $1.0 billion

               Summary of 2009 Financial Results

                             June 10 to     October to
                           Dec. 31, 2009  Dec. 31, 2009
                          --------------  -------------
Net Revenues                   17,710          9,434
Modified EBITDA                   538            398
Operating Loss                   (895)          (267)
Net Loss                       (3,785)        (2,691)
Cash                            5,877          5,877

    * Cash includes cash, cash equivalents and marketable
      securities.

    * Modified EBITDA is computed starting with net income (loss)
      and then adjusting the amount to (i) add back income taxes,
      (ii) add back net interest expense (excluding interest
      expense related to Gold Key Lease financing activities),
      (iii) add back depreciation and amortization expense
      (excluding depreciation and amortization expense of vehicles
      held for lease), (iv) add back all pension, OPEB and other
      employee benefit costs other than service costs, (v) add
      back restructuring expense, (vi) add back losses and exclude
      gains due to cumulative change in accounting principles and
       (vii) add back other financial loss.

    * A reconciliation of U.S. GAAP Net Loss to Modified EBITDA
      and Operating Loss for the period from June 10 to
      December 31, 2009, is detailed below:

                             ($Mils)

                                  June 10 to       October to
                                Dec. 31, 2009    Dec. 31, 2009
                                -------------    -------------
Net Loss                               ($3,785)         ($2,691)
Add Back:
Provision for Income Taxes                29               36
Net Interest Expense                     359              130
Loss on VEBA Note and Equity
  Revaluation                           2,051            2,051
  Interest on VEBA Note                   270              121
  Other Employee Benefit Costs            136               57
  Restructuring Expense & Other            45               29
  Depreciation & Amortization           1,433              665
                                   ----------       ----------
Modified EBITDA                           538              398
Deduct:
Depreciation & Amortization           (1,433)            (665)
                                   ----------       ----------
Operating Loss                          ($895)           ($267)
                                   ==========       ==========

    * A reconciliation of U.S. GAAP Financial Liabilities to Pro-
Forma Industrial Net Debt at December 31, 2009, shows:

                    As of December 31, 2010

Financial Liabilities                            $9,551,000,000
Add:
UAW VEBA Note (Pro-Forma)                        3,854,000,000
Deduct:
Gold Key Lease (GKL) Debt
   Short Term ABS                                  (922,000,000)
   Long Term ABS                                   (291,000,000)
   GKL Credit Facility                             (953,000,000)
                                                 --------------
   Total GKL Debt                                (2,166,000,000)

Pro-Forma Industrial Debt                         11,239,000,000
Less Cash                                       (5,877,000,000)
                                                 --------------
Pro-Forma Industrial Net Debt                    $5,362,000,000
                                                 ==============

A full-text copy of Chrysler Group's audited financial results
for the June 10 to December 31, 2009 period is available for free
at http://researcharchives.com/t/s?608c

       Chrysler Group LLC and Consolidated Subsidiaries
                  Consolidated Balance Sheet
                    As of December 31, 2009

CURRENT ASSETS:
  Cash and cash equivalents                      $5,862,000,000
  Restricted cash                                   203,000,000
  Marketable securities                              15,000,000
  Trade receivables, net of allowance             1,752,000,000
  Inventories                                     2,783,000,000
  Prepaid expenses and other current assets       2,283,000,000
  Deferred taxes                                     56,000,000
                                                 --------------
     TOTAL CURRENT ASSETS                        12,954,000,000

PROPERTY AND EQUIPMENT:
  Property, plant and equipment, net             13,960,000,000
  Equipment on operating leases, net              2,576,000,000
                                                 --------------
     TOTAL PROPERTY AND EQUIPMENT                16,536,000,000

OTHER ASSETS:
  Advances to related parties and others            183,000,000
  Restricted cash                                   527,000,000
  Goodwill                                        1,361,000,000
  Other intangible assets                         3,444,000,000
  Deferred taxes                                     22,000,000
  Other assets                                      396,000,000
                                                 --------------
     TOTAL OTHER ASSETS                           5,933,000,000
                                                 --------------
TOTAL ASSETS                                    $35,423,000,000
                                                 ==============

CURRENT LIABILITIES:
  Trade liabilities                              $5,564,000,000
  Accrued expenses & other current liabilities   12,112,000,000
  Current maturities of financial liabilities     1,092,000,000
  Deferred revenue                                  667,000,000
  Deferred taxes                                     68,000,000
                                                 --------------
     TOTAL CURRENT LIABILITIES                   19,503,000,000

LONG-TERM LIABILITIES:
  Accrued expenses and other liabilities         11,084,000,000
  Financial liabilities                           8,459,000,000
  Deferred revenue                                  552,000,000
  Deferred taxes                                     55,000,000
                                                 --------------
     TOTAL LONG-TERM LIABILITIES                 20,150,000,000

MEMBER'S DEFICIT:
  Capital stock                                               -
  Contributed capital                               409,000,000
  Accumulated losses                             (3,785,000,000)
  Accumulated other comprehensive loss (income)    (854,000,000)
                                                 --------------
     TOTAL MEMBER'S DEFICIT                      (4,230,000,000)
                                                 --------------
TOTAL LIABILITIES & MEMBER'S DEFICIT            $35,423,000,000
                                                 ==============

       Chrysler Group LLC and Consolidated Subsidiaries
              Consolidated Statement of Operations
          For the Period June 10 to December 31, 2009

Revenues                                         $17,710,000,000
Cost of Sales                                     16,111,000,000
                                                  --------------
Gross Margin                                       1,599,000,000

Selling, admin & other expenses                    4,336,000,000
Research & development expenses                      626,000,000
Restructuring expenses                                34,000,000
Interest expenses                                    470,000,000
Interest Income                                     (111,000,000)
                                                  --------------
Loss before income taxes                          (3,756,000,000)

Income tax expense                                    29,000,000
                                                  --------------
Net loss                                         ($3,785,000,000)
                                                  ==============

       Chrysler Group LLC and Consolidated Subsidiaries
             Consolidated Statement of Cash Flows
          For the Period June 10 to December 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                         ($3,785,000,000)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
  Depreciation and amortization                    1,428,000,000
  Depreciation of equipment on operating leases      159,000,000
  Net amortization of favorable and
     unfavorable contracts                            16,000,000
  Changes in deferred taxes                           65,000,000
  Amortization of debt discount of financial
     liabilities and debt issuance costs              51,000,000
  Payable-in-kind interest                           310,000,000
  Net loss on disposal of fixed assets                 8,000,000
  Loss on remeasurement of VEBA Trust Note         2,051,000,000
  Changes in accrued expenses & other liab.          511,000,000
  Changes in other operating assets & liab.:
  * inventories                                      258,000,000
  * trade receivables                                (24,000,000)
  * trade liabilities                              1,857,000,000
  * other assets and liabilities                    (570,000,000)
                                                  --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES          2,335,000,000

CASH FLOWS FROM INVESTING ACTIVITIES:
  Payment to Old Carco LLC re: 363 sale           (2,000,000,000)
  Cash acquired related to 363 sale                1,694,000,000
  Purchases of property, plant and equipment      (1,088,000,000)
  Proceeds from disposals of property                 33,000,000
  Purchases of equipment on operating leases        (220,000,000)
  Proceeds from disposals of equipment               958,000,000
  Change in restricted cash                          366,000,000
  Proceeds from the USDART                           500,000,000
  Change in loans and notes receivable                 7,000,000
                                                  --------------
NET CASH PROVIDED BY INVESTING ACTIVITIES            250,000,000

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from U.S. Treasury                      4,576,000,000
  Proceeds from Export Development Canada            356,000,000
  Repayment of mortgage                              (95,000,000)
  Repayment of Warranty SPV debt                    (280,000,000)

  Change in financial liabilities - 3rd party        (36,000,000)
  Repayments of Gold Key Lease financing          (1,248,000,000)
  Repayments of borrowings from related
     unconsolidated parties                           (5,000,000)
                                                  --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES          3,268,000,000
                                                  --------------
  Effect of exchange rate changes on cash             (9,000,000)
     and cash equivalent                          --------------
  Net change in cash and cash equivalents          5,862,000,000
                                                  --------------
  Cash & cash equiv. at beginning of period                    -
                                                  --------------
  Cash and cash equivalents at end of period      $5,862,000,000
                                                  ==============

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler Reports $143MM Profit for January-March
------------------------------------------------------------------
Chrysler Group LLC issued its financial results for first quarter
2010.

In Q1 2010, Chrysler Net Revenues increased to $9,687 million
representing a 3 percent increase over the prior quarter.

Chrysler ended Q1 2010 with an Operating Profit of $143 million.

"This positive operating result in the first quarter is a concrete
indication to our customers, dealers and suppliers that the 2010
targets we have set for ourselves are achievable.  We are also
generating cash to finance the investments being made in our
product portfolio and brand repositioning," said Sergio
Marchionne, Chief Executive Officer, Chrysler Group LLC.

"There has already been an uptick in customer traffic in our
dealerships in Q1 and we are confident that Chrysler sales will
continue to increase as we launch new products in the second
quarter, beginning with the all-new 2011 Jeep(R) Grand Cherokee.
Moreover, later this year, Chrysler will launch 16 all-new or
refreshed products including the all-new Chrysler 300, Dodge
Charger, E-CUV, the iconic Fiat 500, and the Sebring replacement."

The Operating Profit improvement of $410 million, compared to Q4
2009, was driven by continued price discipline on all products
and some mix improvement due to the successful launch of the all-
new Ram Heavy Duty pickup.  On the cost side there were improved
industrial efficiencies, including acceleration in the benefits
from the World Class Manufacturing implementation, a more stable
supplier environment and strict cost discipline on all
discretionary spending.

Modified Earnings Before Interest, Taxes, Depreciation and
Amortization (Modified EBITDA) were $787 million, or 8.1 percent
of Net Revenue.

Net Interest Expense in Q1 2010 was $295 million, including a non-
cash interest accretion of $48 million.

As a result, the Net Loss in Q1 2010 was reduced to $197 million.

Industrial Net Debt at March 31, 2010, was $3,825 million
including the carrying value of the UAW Retiree Medical Benefits
Trust (VEBA) note of $3,863 million, which was reclassified from
OPEB liabilities to financial liabilities due to the VEBA
settlement which occurred on January 1, 2010.

Cash was $7,367 million compared to $5,877 million at the end of
2009.  An additional $2.4 billion remains available to be drawn
under Chrysler's U.S. Treasury (UST) and Export Development Canada
(EDC) loan agreements, bringing total available liquidity to
$9.8 billion.

Worldwide vehicle sales were 334,000 units for Q1 2010, compared
to 318,000 in Q4 2009.  Improved sales were driven by the
Company's U.S. market share which increased to 9.1 percent, from
8.1 percent in Q4 2009, and Canadian market share which improved
to 13.7 percent compared to 11.6 percent in Q4 2009.  Through the
quarter, retail sales showed steady growth on a month-over-month
basis, as the brand repositioning efforts and investments in
marketing campaigns started to drive improved customer traffic
into dealership showrooms.

The Company expects the upward trend of sales to continue in the
second quarter driven by the all-new RAM Heavy Duty truck, certain
product renewals, and increased consumer confidence in the
Company.

Worldwide vehicle shipments in Q1 were 380,000, which included
U.S. vehicle shipments of 268,000, both figures representing an
increase of 3 percent versus Q4 2009.

In anticipation of a seasonally stronger selling season and
increased confidence from Chrysler's dealer body and consumers,
U.S. inventory was increased from 179,000 vehicles at year-end to
208,000 vehicles on March 31, 2010.  Days supply remained flat at
58 days, ensuring that Chrysler dealers will have the right mix of
products to meet consumer demand going into the second quarter,
while maintaining strict inventory discipline.

                       Significant Events

On January 1, 2010, Chrysler Group completed the transfer of the
VEBA assets and related benefit obligations to the UAW Retiree
Medical Benefits Trust, in accordance with the VEBA settlement
agreement.

In March 2010, Chrysler celebrated the production launch of the
Pentastar V-6 engine at the Company's all-new Trenton, Mich.
facility.  The Pentastar engine is a cornerstone of the Company's
efforts to establish a sound business model with strong, brand-
focused, world-class products.  The engine will ultimately replace
seven current Chrysler V-6 engines and utilize advanced
technologies from Fiat such as Multiair, direct-injection and
turbocharging.

The Trenton South Engine Plant was awarded a LEED (Leadership in
Energy and Environmental Design) Gold Green Building System
certification for meeting the highest environmental standards.
This Chrysler facility is one of only four auto manufacturing
facilities to receive a LEED rating of any kind and the only
engine manufacturing facility in the world to achieve the honor.

In March 2010, Chrysler announced its plans to engineer and
produce a pure electric vehicle using the Fiat 500 platform. Shown
at the 2010 North American International Auto Show in Detroit,
Michigan, the Fiat 500EV demonstrates the immediate benefits of
the alliance between Chrysler and the Fiat Group, as well as the
speed at which the two companies can work together on advanced
vehicle programs.  Chrysler is the vehicle electrification center
of competence for both Chrysler and Fiat Group.

Chrysler and Fiat Group Automobiles (FGA), the passenger cars and
light commercial vehicles arm of the Fiat Group, prepared to
implement a new distribution model beginning in April 2010, which
enables the integration of the operations of the Company's
European Union NSC's into FGA's distribution organization.

                          2010 Outlook

Chrysler is on track to achieve its targets for the year.  These
targets, announced on November 4, 2009, are as follows:

    * Net Revenues of $40-45 billion
    * Operating Profit of $0.0-0.2 billion
    * Modified EBITDA of $2.5-2.7 billion
    * Negative Free Cash Flow of $1.0 billion

Chrysler will be hosting an analyst conference call on May 10,
2010, to discuss Q1 performance.

            Summary of 1st Quarter Financial Results
                            ($Mils)

                           January 1 to      B/(W) than
                          March 31, 2010       Q4 2009
                          --------------     ----------
Net Revenues                   9,687              253
Modified EBITDA                  787              389
Operating Profit                 143              410
Net Loss                        (197)           2,494
Cash                           7,367            1,490

    * Cash includes Cash, Cash Equivalents and Marketable
      Securities.

    * Modified EBITDA is computed starting with net income (loss)
      and then adjusting the amount to (i) add back income taxes,
      (ii) add back net interest expense (excluding interest
      expense related to Gold Key Lease financing activities),
      (iii) add back depreciation and amortization expense
      (excluding depreciation and amortization expense of vehicles
      held for lease), (iv) add back all pension, OPEB and other
      employee benefit costs other than service costs, (v) add
      back restructuring expense, (vi) add back losses and exclude
      gains due to cumulative change in accounting principles and
      (vii) add back other financial loss.

    * A reconciliation of U.S. GAAP Net Loss to Modified EBITDA
      and Operating Profit for the period ending March 31, 2010,
      is detailed below:

                  January 1 to March 31, 2010
                            ($Mils)

Net Loss                                                ($197)
Add Back:
Provision for Income Taxes                                35
Net Interest Expense                                     295
Other Employee Benefit Costs                             (14)
Restructuring Expense & Other                             24
Depreciation & Amortization                              644
                                               --------------
Modified EBITDA                                           787
Deduct:
Depreciation & Amortization                             (644)
                                               --------------
Operating Profit                                         $143
                                               ==============

    * A reconciliation of U.S. GAAP Financial Liabilities to
Industrial Net Debt at March 31, 2010, is detailed below:

                      As of March 31, 2010
                            ($Mils)

Financial Liabilities                                 $12,956
Deduct:
Gold Key Lease (GKL) Debt
   Short Term ABS                                        (759)
   Long Term ABS                                         (132)
   GKL Credit Facility                                   (873)
                                               --------------
   Total GKL Debt                                      (1,764)

Industrial Debt                                        11,192
Less Cash                                             (7,367)
                                               --------------
Industrial Net Debt                                    $3,825
                                               ==============

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CIRCUIT CITY: LG Wins Leave to Appeal Court Ruling
--------------------------------------------------
Bankruptcy Law360 reports that LG Electronics USA Inc. has won
leave to appeal a bankruptcy court ruling that lets Circuit City
Stores Inc. withhold $50 million in administrative claims from
several creditors pending the resolution of preference payments.

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

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

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

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

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

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


CITADEL BROADCASTING: Aurelius Says Plan Fails Abs. Priority Rule
-----------------------------------------------------------------
Aurelius Capital Partners LP, a holder of 6,422,992 shares of
Citadel common stock, Aurelius Capital Master, Ltd., a holder of
8,458,776 shares of Citadel common stock, and Aurelius
Convergence Master, Ltd., a holder of 2,418,232 shares of Citadel
common stock ask the Court to deny confirmation of the Debtors'
Chapter 11 Plan of Liquidation.

Allan S. Brilliant, Esq., at Dechert LLP, in New York, contends
that the Plan violates the absolute priority rule by overpaying
senior creditors and providing no distribution to shareholders.
He notes that under the Plan, the Debtors' prepetition lenders
would receive over 90% of the equity of the Reorganized Debtors
and a pro rata portion of a new $762,500,000 senior secured term
loan.

Mr. Brilliant adds that the Debtors' management would receive
options equivalent to up to 10% of New Common Stock under a
management incentive program, which could enrich management by
more than $100,000,000 while holders of old equity interests in
the Debtors would receive no distribution under the Plan.

"The Plan relies upon unduly pessimistic, low-ball financial
projections that the Debtors' management made over two months ago
-- at a time when valuations were substantially lower for all
companies, and in particular broadcast companies," Mr. Brilliant
says.  However, he notes that since then, the financial markets
have risen dramatically, the high yield and lending markets have
improved significantly, and the Debtors' operating results have
outpaced management's expectations substantially.

"Notwithstanding these material developments regarding the key
valuation inputs, the Debtors continue to seek confirmation of a
plan of reorganization based on a stale valuation that is not
supported by the Debtors' performance or the current market
environment," Mr. Brilliant further argues.

For these reasons, Aurelius tells the Court that their Objection
is a procedural prerequisite to commencing discovery, pending a
more detailed objection that they will subsequently file.

                        The Chapter 11 Plan

The Debtors will present their plan for confirmation on May 12.
Objections to confirmation are due May 3.

Citadel has modified its Chapter 11 plan to incorporate a global
settlement with JP Morgan Chase, as agent to prepetition lenders
owed $2.14 billion and the Official Committee of Unsecured
Creditors.  As a result, each of the Debtors' major creditor
constituencies is supportive of the Plan and the Debtors'
expeditious emergence from chapter 11.

As stated in the Original Plan, holders of equity interests won't
recover anything.  Holders of administrative claims will be fully
paid.

The Debtors' secured lenders, whose claims total $2.14 billion
will receive on account of the secured portion of their claims a
Pro Rata share of (i) a new term loan in the principal amount of
$762.5 million, with a 5-year term and an interest rate of LIBOR +
800 (and a LIBOR floor of 3%) ; (ii) 90% of the new common stock
of Reorganized Citadel, subject to dilution for distributions of
New Common Stock under Reorganized Citadel's Equity Incentive
Program.; and (iii) Cash.

Holders of General Unsecured Claims, which the Debtors estimate to
be approximately $343.5 million in the aggregate, including the
Senior Credit Deficiency Claim in the stipulated amount of
$267.2 million, 4 will receive (i) a pro rata share of 10% of the
New Common Stock and a Pro Rata share of $36 million in Cash.

Holders of secured senior claims will recover 82% of their claims
and holders of general unsecured claims will recover 36%.

For purposes of allocating distributions between Holders of Senior
Claims and Holders of General Unsecured Claims under the Plan, the
value of the secured portion of the Senior Claims has been
stipulated at an amount that is the difference between the total
Senior Claims and the Senior Credit Deficiency Claim, or
approximately $1.8772 billion.  The total recovery for Holders of
Senior Claims (which aggregate $2,144,387,154), including
recoveries on account of the Senior Credit Deficiency Claim
included in Class 4, is approximately 76%.

A copy of the Modified Plan is available for free at:

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

A copy of the Modified Disclosure Statement is available for free
at:

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

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Michigan Agency Objects to Plan
-----------------------------------------------------
The State of Michigan, Department of Treasury filed an unsecured
priority claim and a general unsecured claim against Citadel
Broadcasting Corp.'s affiliate, Alphabet Acquisition Company.

Juandisha Harris, Esq., Michigan's assistant attorney general --
Harrisj12@michigan.gov -- notes that Debtor Alphabet Acquisition
Company failed to file its 2008 Michigan Business Tax return and
remit the taxes, penalties, and interest due for the tax period.
Accordingly, she contends that the Debtor's postpetition failure
to file delinquent prepetition tax returns constitutes a
violation of Section 1106(a)(6) of the Bankruptcy Code.

Mr. Harris contends that the Debtor's disregard of Section
1106(a)(6) raises a doubt as to whether the Debtors' Chapter 11
Plan of Liquidation is offered in good faith as required by
Section 1129(a)(3) of the Bankruptcy Code.

The existence of priority tax liabilities in unknown amounts
renders the Court unable to determine whether the Plan can meet
the requirements of Sections 1129(a)(9)(A) and (C), which are
necessary to confirm a Chapter 11 plan, Ms. Harris points out.

In addition, Michigan also objects to any attempt to discharge
the debts of the Debtors' corporate officers.  Ms. Harris notes
that the Plan includes exculpation and injunction language that
waives and releases all claims, except "direct claims" of
governmental units, against the Debtors' corporate officers.

To the extent that the Plan's language is an attempt to limit or
enjoin the collection of tax debts due the State from non-
Debtors, Ms. Harris asserts that the paragraph violates the Tax
Injunction Act, which provides that:

  "The District Court shall not enjoin, suspend or restrain the
  assessment, levy or collection of any tax under state law
  where a plain, speedy and effective remedy may be had in the
  courts of such state."

For these reasons, Michigan asks the Court not to confirm the
Plan.

                        The Chapter 11 Plan

The Debtors will present their plan for confirmation on May 12.
Objections to confirmation are due May 3.

Citadel has modified its Chapter 11 plan to incorporate a global
settlement with JP Morgan Chase, as agent to prepetition lenders
owed $2.14 billion and the Official Committee of Unsecured
Creditors.  As a result, each of the Debtors' major creditor
constituencies is supportive of the Plan and the Debtors'
expeditious emergence from chapter 11.

As stated in the Original Plan, holders of equity interests won't
recover anything.  Holders of administrative claims will be fully
paid.

The Debtors' secured lenders, whose claims total $2.14 billion
will receive on account of the secured portion of their claims a
Pro Rata share of (i) a new term loan in the principal amount of
$762.5 million, with a 5-year term and an interest rate of LIBOR +
800 (and a LIBOR floor of 3%) ; (ii) 90% of the new common stock
of Reorganized Citadel, subject to dilution for distributions of
New Common Stock under Reorganized Citadel's Equity Incentive
Program.; and (iii) Cash.

Holders of General Unsecured Claims, which the Debtors estimate to
be approximately $343.5 million in the aggregate, including the
Senior Credit Deficiency Claim in the stipulated amount of
$267.2 million, 4 will receive (i) a pro rata share of 10% of the
New Common Stock and a Pro Rata share of $36 million in Cash.

Holders of secured senior claims will recover 82% of their claims
and holders of general unsecured claims will recover 36%.

For purposes of allocating distributions between Holders of Senior
Claims and Holders of General Unsecured Claims under the Plan, the
value of the secured portion of the Senior Claims has been
stipulated at an amount that is the difference between the total
Senior Claims and the Senior Credit Deficiency Claim, or
approximately $1.8772 billion.  The total recovery for Holders of
Senior Claims (which aggregate $2,144,387,154), including
recoveries on account of the Senior Credit Deficiency Claim
included in Class 4, is approximately 76%.

A copy of the Modified Plan is available for free at:

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

A copy of the Modified Disclosure Statement is available for free
at:

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

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Seeks Aurelius' Compliance of NOL Order
-------------------------------------------------------------
The U.S. Bankruptcy Court has approved Citadel Broadcasting
Corp.'s request to restrict equity trading in order to protect net
operating loss carryforwards on a final basis.

The procedures for trading in Citadel Broadcasting Corporation
Common Stock are:

  a. Any entity who currently is or becomes a substantial
     shareholder must file with the Court and serve on certain
     notice parties a declaration of its status on or before the
     later of (i) 40 days after the date of the notice of the
     Court's order approving the Proposed Trading Procedures and
     (ii) 10 days after becoming a Substantial Shareholder.

  b. Before effectuating any transfer of Citadel Common Stock
     that would result in an increase in the amount of Common
     Stock of which a Substantial Shareholder has Beneficial
     Ownership or would result in an entity becoming a
     Substantial Shareholder, the Substantial Shareholder must
     file with the Court and serve on the Notice Parties an
     advance written declaration of the intended transfer of
     Common Stock.

  c. Before effectuating any transfer of Common Stock that would
     result in a decrease in the amount of Common Stock of which
     a Substantial Shareholder has Beneficial Ownership or would
     result in an entity ceasing to be a Substantial
     Shareholder, the Substantial Shareholder must file with the
     Court and serve on the Notice Parties an advance written
     declaration of the intended transfer of Common Stock.

  d. Citadel will have 30 calendar days after receipt of a
     Declaration of Proposed Transfer to file with the Court and
     serve on the Substantial Shareholder and the Notice Parties
     an objection to any proposed transfer of Common Stock
     described in the Declaration of Proposed Transfer on the
     grounds that the transfer might adversely affect Citadel's
     ability to utilize its Tax Attributes.  If Citadel files an
     objection, the transaction would not be effective unless
     the objection is withdrawn by Citadel or the transaction is
     approved by a final order of the Court that becomes non-
     appealable.  If Citadel does not object within the 30-day
     period, the transaction could proceed.  Further
     transactions must be the subject of additional notices,
     with an additional 30-day waiting period for each
     Declaration of Proposed Transfer.

  e. For the Trading Procedures' purposes:

     * a "Substantial Shareholder" is any entity that has
       Beneficial Ownership of at least 11.96 million shares of
       Common Stock, which represents approximately 4.5% of all
       issued and outstanding shares of Citadel Common Stock;

     * "Beneficial Ownership" of stock includes direct and
       indirect ownership, ownership by a holder's family
       members and persons acting in concert with the holder to
       make a coordinated acquisition of stock, ownership of
       shares that the holder has an Option to acquire and
       ownership attributed to the person under applicable tax
       rules; and

     * an "Option" to acquire stock includes any contingent
       purchase, warrant, convertible debt, put, stock subject
       to risk of forfeiture, contract to acquire stock or
       similar interest, regardless of whether it is contingent
       or otherwise not currently exercisable.

Any purchase, sale or other transfer of, or declarations of
worthlessness with respect to, common stock of Citadel or of any
beneficial interest therein in violation of the Procedures will
be null and void.

The Debtors may waive in writing, in its sole discretion, any and
all restrictions, stays and notification procedures contained in
the Order.

The Order will remain in effect until further order of the Court.
The modification or vacation of the Order will not impair any
action taken pursuant to it prior to its modification or
vacation.

               Debtors Seek Aurelius' Compliance

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
tells the Court that the Debtors learned, through a filing in the
United States Securities Exchange Commission by Aurelius Capital
Management LP, that beginning on March 30, 2010, Aurelius Capital
Partners, LP, Aurelius Convergence Fund, Ltd., Aurelius Capital
GP, LLC, Aurelius Capital International, Ltd., Aurelius Capital
Management, LP and Mark D. Brodsky, who is the Senior Managing
Member of Aurelius Capital Management GP, LLC and Aurelius
Capital GC, persons presumably under common control and
collectively an entity for the purposes of the NOL Orders,
purchased 16,700,000 shares of Citadel Common Stock.

According to the SEC filing, Aurelius bought Citadel Common Stock
aggregating 16,700,000 shares, which violated the Court's prior
interim order approving the Debtors' request, which caps acquired
shares to only 12,000,000.
                                                % of
                                  Number of     Outstanding
Entity                          Shares Owned    Shares
------                          ------------    -----------
Aurelius Capital Partners, LP      6,160,486       2.32%
Aurelius Capital Int'l., Ltd.      8,065,369       3.03%
Aurelius Convergence Fund, Ltd.    2,474,145       0.93%
Aurelius Capital Management, LP   10,539,514       3.97%
Aurelius Capital GP, LLC           6,160,486       2.32%
Mark D. Brodsky                   16,700,000       6.28%

A full-text copy of Aurelius' SEC filing is available for free at
http://bankrupt.com/misc/CtdlAurSEC13.pdf

Mr. Henes argues that Aurelius' purchase of the shares, which had
the intended effect of Aurelius becoming a substantial
shareholder, is in direct violation of the NOL Orders.

Consistent with the NOL Orders, the Debtors seek the Court's
affirmation that any trades made by Aurelius in Citadel Common
Stock on or after March 30, 2010, are deemed to be, and are
declared, void.

To effectuate the unwind of the purchases of Citadel Common stock
that were made by Aurelius, Aurelius should be required to sell
all of the shares on the open market promptly, and in any event,
within 15 trading days, Mr. Henes asserts.  He adds that to the
extent that Aurelius realizes aggregate proceeds in the Sale in
excess of its aggregate tax basis in the Aurelius Shares,
Aurelius should be required to donate those aggregate proceeds to
one or more non profit organizations described in Section
501(c)(3) of the Internal Revenue Code and approved by the Court.

To monitor the Sale, Aurelius should notify the Court and the
Debtors within five days of any Sale, in a certificate signed by
a person authorized by Aurelius, of these information:

  (a) the number of Aurelius Shares sold;
  (b) the date of the Sale;
  (c) the price at which each Aurelius Share was sold;
  (d) the related costs of each Sale;
  (e) the basis of each Aurelius Share sold;
  (f) the date on which each Aurelius Share sold was acquired;
  (g) the gain recognized, if any, on each Sale; and
  (h) the section 501(c)(3) organizations to which net proceeds
      minus basis were donated if net proceeds exceed basis.

                 Aurelius to File Response

A spokesman for Aurelius said in an e-mail that the firm has
"extensive experience" with court orders that restrict the
trading of stock of companies in bankruptcy, reports David
McLaughlin of Bloomberg News.

"From the outset of this investment, we obtained advice from
sophisticated counsel concerning Citadel's trading order, and the
Aurelius funds have complied with the order," the spokesman said,
notes Bloomberg.  "We so informed the Company on Friday.  Rather
than seeking an explanation, the Company filed a motion that is
without merit.  We will be filing a response in court shortly,"
he added.

Mr. McLaughlin said it's not clear why Aurelius purchased the
shares since Citadel's stock will be wiped out under its
restructuring plan.  According to Aurelius' regulatory filing, it
paid between 4 cents and 34 cents for the shares.

However, the SEC filing disclosed that the Aurelius Funds
acquired  shares because they believed that the shares, when
purchased, were undervalued and represented an attractive
investment opportunity.

                    About Citadel Broadcasting

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

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

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


CITIGROUP INC: Inks U.S. Treasury Stake Distribution Deal
---------------------------------------------------------
Citigroup Inc. and Morgan Stanley & Co. Incorporated entered into
an equity distribution agreement.  Pursuant to the agreement, the
U.S. Treasury may offer and sell from time to time up to
7,692,307,692 shares of Citi common stock it currently holds
through Morgan Stanley as sales agent or principal.  The U.S.
Treasury may also sell the Shares to Morgan Stanley as principal
under a separate agreement and at a price agreed at the time of
sale.  Citi will not receive any proceeds from the sale of the
Shares by the U.S. Treasury.

The U.S. Treasury acquired the Shares from Citi in connection with
Citi's participation in the Troubled Asset Relief Program.  On
October 28, 2008, Citi issued to the U.S. Treasury $25 billion of
its perpetual preferred stock as part of the TARP Capital Purchase
Program.  This perpetual preferred stock was exchanged for the
Shares on July 23, 2009 and July 30, 2009.  As of March 31, 2010,
the U.S. Treasury held approximately 26.88% of the outstanding
Citi common stock.  In an agreement with the U.S. Treasury, Citi
has agreed to reimburse the U.S. Treasury for all discounts,
selling commissions, stock transfer taxes and transaction fees
if any, applicable to the sale of the Shares and fees and
disbursements of counsel for the U.S. Treasury incurred in
connection with any such sale.

In the ordinary course of their business, Morgan Stanley and
its affiliates have in the past performed, and may continue to
perform, investment banking, broker dealer, lending, financial
advisory or other services for Citi for which they have received,
or may receive, separate fees.

                       About Citigroup

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

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

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

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


CITIGROUP INC: Treasury Lost $1.9BB in Market Value of Stake
------------------------------------------------------------
The New York Post's Paul Tharp reports that the U.S. government
lost $1.9 billion in the market value of its Citigroup stake just
by trying to sell a piece of it on Monday.  The Post relates Citi
shares plunged in the opening minutes of NYSE trading and never
fully recovered, ending the day 5.1% lower at $4.61 each, down 25
cents.

According to the Post, the U.S. Treasury offered to sell a
fraction of its 27% stake -- the equivalent of 7.92 billion common
shares -- to test the waters without rocking the market.  Treasury
hired Morgan Stanley to start selling an initial batch of
1.5 billion shares at $4.785 each.

According to the Post, more than 1.3 billion shares traded hands
in Monday's active session, but it wasn't clear how many came from
U.S. Treasury sales.  The Post notes Citi shares have often traded
in the 1-billion-share range in recent weeks.

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

                       About Citigroup

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

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

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

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


COOPER STAIR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cooper Stair Company, Inc.
        1331 Leithton Road
        Mundelein, IL 60060

Bankruptcy Case No.: 10-18417

Chapter 11 Petition Date: April 26, 2010

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Beverly A Berneman, Esq.
                   E-mail: bberneman@querrey.com
                  Robert R Benjamin
                   E-mail: rbenjamin@querrey.com
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard
                  Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578

Scheduled Assets: $590,847

Scheduled Debts: $1,707,998

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb10-18417.pdf

The petition was signed by James Cooper.


CORRYL PARR: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Corryl Nadeen Parr
        dba Production Design Group Ltd.
            Bluephire LLC
        201 South Glenhurst Avenue
        Birmingham, MI 48009

Bankruptcy Case No.: 10-53782

Chapter 11 Petition Date: April 26, 2010

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

Judge: Thomas J. Tucker

Debtor's Counsel: Keith A. Schofner, Esq.
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989) 894-2232
                  E-mail: kaschofner@lambertleser.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by the Debtor.


CROSSWOODS PATH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Crosswoods Path IV, LLC
        58 Rhodes Road
        Princeton, MA 01541

Bankruptcy Case No.: 10-42068

Chapter 11 Petition Date: April 26, 2010

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

Judge: Melvin S. Hoffman

Debtor's Counsel: Frank D. Kirby, Esq.
                  Law Offices of Frank D. Kirby
                  5 Pleasant Street, 5th floor
                  Worcester, MA 01609
                  Tel: (617) 388.9278
                  Fax: (508) 798.0027
                  E-mail: frank@fkirbyesq.com

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

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

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

The petition was signed by Brian P. Lever, manager of Lever
Development, LLC.

Debtor-affiliate that filed separate Chapter 11 petition:

             Entity                      Case No.    Petition Date
             ------                      --------    -------------
The Village at West Gloucester, LLC      10-42000         04/23/10


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

Bankruptcy Case No.: 10-02109

Chapter 11 Petition Date: April 26, 2010

Court: United States Bankruptcy Court
       Southern District of Iowa - Database (Des Moines)

Judge: Anita L. Shodeen

Debtor's Counsel: Jerrold Wanek, Esq.
                  835 Insurance Exchange Bldg.
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  E-mail: wanek@dwx.com

Scheduled Assets: $6,060,000

Scheduled Debts: $5,571,798

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/iasb10-02109.pdf

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


DANIEL FREEMAN: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Daniel L. Freeman
               Lori T. Freeman
               14854 Vailmont Court
               Haymarket, VA 20169

Bankruptcy Case No.: 10-13304

Chapter 11 Petition Date: April 26, 2010

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

Judge: Robert G. Mayer

Debtor's Counsel: Michael Lawrence Eisner, Esq.
                  Oh & Eisner, PLLC
                  7619 Little River Turnpike, Suite 200
                  Annandale, VA 22003
                  Tel: (703) 658-4444
                  E-mail: Michael.Eisner1@gmail.com

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

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

A copy of the Joint Debtors' list of 15 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-13304.pdf

The petition was signed by the Joint Debtors.


DELTA AIR: Needs to Upgrade 1960s JFK Terminal
----------------------------------------------
Delta Air Lines, Inc., must upgrade its 1960s-era terminal at New
York's Kennedy airport to win more higher-fare international
business travelers, an executive said, according to Bloomberg
News.

According to the report, Delta is working to compete for New York
corporate fliers with American Airlines, United Airlines and
Continental Airlines Inc., Treasurer Paul Jacobson said.

Kennedy's Terminal 3 is known for its saucer-shaped roof and was
dubbed Worldport.  "Customers equate that to a third-world
country, and I think they're right," Jacobson said April 26 at a
conference in New York hosted by Airfinance Journal. "We've got to
improve facilities at JFK."

Delta, Bloomberg relates, has considered razing Terminal 3 and
building a new one.

                            About Delta

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- serves more than
160 million customers each year.  Delta and the Delta Connection
carriers offer service to 367 destinations in 66 countries on six
continents.  Delta employs more than 70,000 employees worldwide
and operates a mainline fleet of nearly 800 aircraft.  A founding
member of the SkyTeam global alliance, Delta participates in the
industry's trans-Atlantic joint venture with Air France KLM.
Including its worldwide alliance partners, Delta offers customers
more than 16,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita.  The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the BusinessElite
service; and more than 50 Delta Sky Clubs in airports worldwide.

Delta became the world's largest airline following merger with
Northwest Airlines in 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

At December 31, 2009, Delta had total assets of $43,539,000,000
against total current liabilities of $9,797,000,000 and total
noncurrent liabilities of $33,497,000,000, resulting in
stockholders' equity of $245,000,000.  At end-2008, Delta had
stockholders' equity of $874,000,000.  The December 31, 2009
balance sheet showed strained liquidity: Delta had total current
assets of $7,741,000,000 against total current liabilities of
$9,797,000,000.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DTN INC: Moody's Withdraws All Ratings on Full Loan Repayment
-------------------------------------------------------------
Moody's Investors Service withdrew all ratings on DTN, Inc.,
following repayment in full of its senior secured term loan and
termination of its revolving credit facility.  Please refer to
Moody's Withdrawal Policy on moodys.com.

A summary of the actions:

DTN, Inc.

  -- Probability of Default Rating, Withdrawn, previously rated B2

  -- Corporate Family Rating, Withdrawn, previously rated B1

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B1, LGD3, 32%

  -- Outlook, Changed To Rating Withdrawn From Stable

In October 2008, Telvent GIT, S.A. (unrated by Moody's) acquired
DTN, funded through a combination of Telvent equity and debt at
Telvent.  The transaction did not increase leverage at DTN, and
DTN lenders waived the change of control language in the credit
agreement in exchange for an increase in pricing.  In April 2010,
Telvent issued senior subordinated convertible notes and
contributed the proceeds to DTN; DTN used the cash to repay its
bank debt.

The last rating action for DTN occurred on October 27, 2008, when
Moody's upgraded its corporate family rating to B1 from B2 and
changed the outlook to stable from positive.

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

Headquartered in Omaha, Nebraska, DTN, Inc. (formerly known as
Data Transmission Network Corporation) provides real-time
information to agriculture, refined fuels, commodities trading and
weather impacted businesses.  Its annual revenue is approximately
$180 million.  In October 2008, Telvent GIT, S.A. (unrated by
Moody's) acquired DTN, funded through a combination of Telvent
equity and debt at Telvent.


EAST WEST DEV'T: Defaults on Ritz-Carlton Highlands Loan from BoA
-----------------------------------------------------------------
Reno Gazette Journal reports that the owner of the Ritz-Carlton
Highlands at Lake Tahoe received a notice of default from lender
Bank of America.  The notice states that the borrower is late on
almost $19 million in payments for the Ritz-Carlton Highlands,
with loans totaling about $157 million.  The 400,000-square foot
luxury resort officially opened in Dec. 9 and cost $300 million to
build.

According to the report, a notice of default can be filed in
California when a borrower is 90 days behind in payments.  Once a
default notice is filed, the borrower has another 90 days to work
out an agreement with the lender before a notice of sale can be
filed on the property.

East West Resort Development is the owner of the resort while
Ritz-Carlton serves as the property manager, according to Holt.

"We have had an amazing winter season ahead of all projections,"
Steven Holt, spokesman of Ritz-Carlton Highlands, said.  "We
exceeded our top line revenue as well as our bottom line revenue
for every month since we were open.  Ultimately, East West's
financial position does not impact our operation."

Even if ownership of the Ritz-Carlton Highlands changes from East
West, it will not affect the Ritz-Carlton's role with the
property, Mr. Holt said, according to RGJ.

"We have a management contract with ownership and it is
transferable regardless of who the owner is," Mr. Holt said.
"Ritz-Carlton will continue to operate this property."

                      About East West Resort

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

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

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

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


ECONOMY HARDWARE: Files for Chapter 11 Bankruptcy in Boston
-----------------------------------------------------------
Craig M. Douglas at Business Journal of Boston reports that
Economy Hardware Inc. filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court in Boston.  The Company listed
$2.19 million in liquid assets, and $1 million to $10 million in
liabilities.  It said it has no intention of winding down.  The
Debtor operates stores on Massachusetts Avenue in Boston and
Beacon Street in Brookline.


EMIDIO WOODWORKING: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Emidio Woodworking & Sons, Inc.
        105 Day Street
        Newington, CT 06111

Bankruptcy Case No.: 10-21357

Chapter 11 Petition Date: April 26, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Ronald Chorches, Esq.
                  Law Offices of Ronald I. Chorches
                  449 Silas Deane Highway
                  2nd Floor
                  Wethersfield, CT 06109
                  Tel: (860) 563-3955
                  Fax: (860) 513-1577
                  E-mail: ronchorcheslaw@sbcglobal.net

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 filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb10-21357.pdf

The petition was signed by Anna Zavarella, president.


ERICKSON RETIREMENT: Court Enters Revised Confirmation Order
------------------------------------------------------------
The Bankruptcy Court entered an amended order confirming Erickson
Retirement Communities' Fourth Amended Joint Plan of
Reorganization on April 21, 2010, to append as an "exhibit" to the
confirmation order the revised recovery analysis under the Plan.

Under the Revised Recovery Analysis, the Debtors previously
estimated that $128,897,000 in total value will be available for
distribution to creditors.

The Debtors also filed with the Court on April 21, 2010, a copy
of a first amendment to the Second Master Sale and Purchase
Agreement.  As previously reported, the MPSA First Amendment
provides the assumption of the Cedar Crest Receivable and revised
terms of options to acquire certain additional assets of the
Debtors.

The Cedar Crest Receivable refers to a receivable set forth in
the books of Point View Campus II, LLC, owed by Cedar Crest in an
amount equal to (i) the Initial Entrance Deposits not yet
received by Cedar Crest, plus (ii) amounts in the CCV Operating
Reserve Accounts and CCV Special Operating Reserve and the IEDS
used by Cedar Crest to fund those reserve accounts in the future
under the Cedar Crest Bonds, less (iii) the outstanding
principal, interest and fees for $26,250,000 due to PPF MF 3900
Gracefield Road, LLC, under a November 1, 2006 Promissory Note,
as amended.

                     About Erickson Retirement

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

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

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

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


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

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

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

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

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

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

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

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

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Motions for Admin. Expenses Due June 19
------------------------------------------------------------
Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas issued on April 20, 2010, a post-
confirmation order to provide a schedule for final action in the
Chapter 11 cases of Erickson Retirement Communities, LLC and its
debtor affiliates.

Judge Jernigan specifically set these deadlines:

  (A) All applications for the award of compensation or expenses
      for professional persons in the Debtors' Chapter 11 cases
      and motions for administrative expenses will be filed and
      served no later than June 19, 2010, unless the order
      confirming the Debtors' Fourth Amended Joint Plan of
      Reorganization dated April 16, 2010 or the Plan provides
      otherwise.  Objections to any fee application or motion
      must be filed within 21 days of service.

  (B) Objections to claims must be filed and served no later
      than June 19, 2010.  Responses to the Claim Objections
      must be filed within 30 days of service.

  (C) The Debtors will obtain settings for hearings on all
      applications for the award of compensation or expenses and
      motions for administrative expenses, and, consistent with
      the notice requirements of Rule 3007 of the Federal Rules
      of Bankruptcy Procedure, to determine objections to
      claims.

  (D) A post-confirmation report will be filed by the party
      responsible for distribution under the Plan within 21 days
      after the hearings.

  (E) The Debtors or other responsible party, after substantial
      consummation as defined under Section 1101(2) of the
      Bankruptcy Code will file an application for final decree.

  (F) If the application for final decree for closing the
      Debtors' cases is not filed by October 17, 2010, a status
      conference will be held on November 3, 2010.

  (G) If the Debtors not appear at the status conference, the
      Court, on its own motion, may enter a final decree
      closing the Debtors' Chapter 11 cases pursuant to Rule
      3022 of the Federal Rules of Bankruptcy Procedures or
      dismiss the Debtors' Chapter 11 cases.

                      About Erickson Retirement

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

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

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

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


EXPRESSWAY DEVELOPMENT: Sec. 341(a) Meeting Scheduled for May 17
----------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of
Expressway Development, LLC's creditors on May 17, 2010, at
2:30 p.m.  The meeting will be held at 215 Dean A. McGee Avenue,
Room 119, Oklahoma City, OK 73102.

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

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

Oklahoma City, Oklahoma-based Expressway Development, LLC, filed
for Chapter 11 bankruptcy protection on April 9, 2010 (Bankr. W.D.
Okla. Case No. 10-12088).  Charles E. Wetsel, Esq., at Robertson &
Williams, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


EXTENDED STAY: Auction for Chapter 11 Funding on May 27
-------------------------------------------------------
Judge Peck of the U.S. Bankruptcy Court for the Southern District
of New York authorized Extended Stay Inc. to implement a bid
process to solicit proposals for the sponsorship and funding of a
plan of reorganization for its debtor affiliates.

The $905 million investment offer by Centerbridge Partners LP,
Paulson & Co. and Blackstone Real Estate Associates VI L.P will
serve as the "stalking horse bid" of the auction process.

The approval of the bid process allows other potential investors
to match the new proposal made by the Centerbridge-Paulson-
Blackstone group.

Under the Centerbridge proposal, CP ESH Investors LLC, a newly
formed entity wholly owned by the Centerbridge-led group, will
acquire about 42.85% of the common interests of the Reorganized
Debtors for a cash contribution of $450 million; a backstopped
rights offering that will generate additional proceeds of up to
$200 million; and an additional pool of up to $255.4 million for
creditors who will opt for cash instead of equity.

Pursuant to the Court's Bidding Procedures Order, interested
bidders are required to submit their proposals by May 17, 2010,
except with respect to U.S. Bank N.A.'s credit bid.  Written
offers must be delivered by the Bid Deadline to:

         Lazard Freres & Co LLC
         30 Rockefeller Plaza, 63rd Floor
         New York, New York 10020
         Attn:  Phillip T. Summers
         E-mail: Phillip.Summers@lazard.com
         Tel: (212) 632-6296
         Fax: (212) 830-2680

The submission of a proposal must be accompanied by a
$150 million cash deposit.

Any bidder that fails to submit its proposal by the Bid Deadline
will not be allowed to participate at an auction scheduled for
May 27, 2010, at 10:00 a.m. prevailing Eastern Time.

The Debtors will involve the Official Committee of Unsecured
Creditors and the Mortgage Debt Parties in the identification of
the successful bidder.

The Debtors are expected to prepare and file a revised plan and
related disclosure statement to the Court to effectuate the terms
of the Successful Bid.  A hearing is expected to be subsequently
held no later than June 17, 2010, to consider the adequacy of the
Disclosure Statement for the Successful Bid.

The Debtors are authorized to pay up to $20 million to the
winning bidder at the auction as reimbursement of its expenses in
case the Disclosure Statement describing the Debtors' current
Chapter 11 Plan is approved but the Plan is not confirmed or
consummated.  The obligation to make the reimbursement will
constitute an allowed administrative expense of the Debtors, the
Court ruled.

The Court overruled all objections to the bid process that have
not been withdrawn, waived, settled or addressed in its April 23
order.

"The Court's decision to approve the bidding procedures will
enable Extended Stay to maximize value for the benefit of the
Debtors' estates," Ari Lefkovits of Lazard Freres & Co. LLC, the
company's financial advisor, said in an April 26 public
statement.

"The auction will facilitate the competitive process already
underway and be open to any qualified party, with the goal of
developing a plan of reorganization that provides the Debtors'
estates with the greatest recovery," Mr. Lefkovits said, adding
that it will establish a transparent process by which the company
can select a plan sponsor and emerge from bankruptcy
expeditiously.

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

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

                        About Extended Stay

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

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

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


EXTENDED STAY: Files Rule 2015.3 Report for April
-------------------------------------------------
Extended Stay Inc. and its affiliated debtors filed with the
Court a report on the value, operations and profitability of
entities in which they hold a substantial or controlling interest
as required by Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure.

The report shows that the Debtors' estates hold a substantial or
controlling interest in these entities as of April 13, 2010:

Entities                   Interest of the Estate
--------                   ----------------------
ESA International Inc.              100%
ESA West Inc.                       100%
ESA Spartanburg LLC                 100%
ESA 2005 Holdings L.L.C.            100%
ES-NAV LLC                          100%
HVI(2) LLC                          100%
BHAC Capital IV LLC          Ownership of A-3 and
                             B Series Units

The Debtors also filed balance sheets and other financial
documents for the entities, copies of which are available at:

   http://bankrupt.com/misc/ESI_Rule2015.3ReportsApril1310.pdf

                        About Extended Stay

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

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

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


EXTENDED STAY: Wants Plan Exclusivity Until September 30
--------------------------------------------------------
Extended Stay Inc. and its debtor affiliates ask Judge Peck for
the Southern District of New York to further extend through
September 30, 2010, their exclusive deadline to:

   (1) file, and solicit acceptances for, a Chapter 11 plan for
       Extended Stay Inc. and five of its affiliates, ESA P
       Portfolio TXNC GP LLC, ESA TXGP LLC, ESH/MSTX GP LLC,
       ESH/TXGP LLC and ESH/TN Member Inc.; and

   (2) solicit acceptances of the Chapter 11 plan already on
       file for all of the other Extended Stay Inc. debtor
       affiliates.

Extended Stay previously obtained approval of its request for a
third extension, now having an Exclusive Plan Filing Period
through May 31, 2010, and its Exclusive Solicitation Period
through August 30, 2010.

In the Company's fourth request for an extension, Jacqueline
Marcus, Esq., at Weil Gotshal & Manges LLP, in New York, asserts
that it would be more efficient for the future administration of
the Debtors' cases if the Exclusive Periods for Extended Stay and
its debtor affiliates were coterminous.

Extended Stay and its debtor affiliates are currently subject to
three different sets of Exclusive Periods, according to Ms.
Marcus.

Extended Stay's debtor affiliates, except the five Additional
Debtors who filed for bankruptcy in February 2010, are required
to solicit acceptances of their Third Amended Chapter 11 Plan of
Reorganization no later than May 31, 2010, pursuant to the
Court's Second Exclusivity Extension Order.  The Court's Third
Exclusivity Extension Order, on the other hand, authorizes
Extended Stay Inc. to file its Chapter 11 plan no later than
May 31, 2010, and to solicit acceptances of that plan no later
than August 30, 2010.

Due to the fact that the five affiliates of Extended Stay filed
for bankruptcy protection only on February 18, 2010, the
Additional Debtors' initial exclusive period to solicit
acceptances of the Third Amended Plan will expire on August 17,
2010.

The Debtors further relate that they have discussed the requested
extensions with these Mortgage Debt Parties -- Trimont Real
Estate Advisors, Inc., as special servicer, and U.S. Bank
National Association, as successor in interest to Wells Fargo
Bank, N.A, as successor trustee in trust for the holders of
Wachovia Bank Commercial Mortgage Trust Commercial Mortgage Pass-
Through Certificates, Series 2007-ESH; and the operating advisor
appointed under the Trust and Servicing Agreement dated August
2007.  The Mortgage Debt Parties are related to the Debtors'
prepetition mortgage loan.  The Mortgage Debt Parties support the
requested extension through September 30, 2010.

The substantial progress that has been made in the Debtors' cases
warrant approval of the Exclusivity Periods extension request,
Ms. Marcus asserts.  She notes that among others, the Debtors
have engaged in discussions with, and solicited bids from,
certain investor groups to maximize value for their assets.  The
Debtors have also prepared bidding procedures for soliciting plan
funding, currently for the Court's consideration.

The Court will hold a hearing on May 13, 2010, to consider
approval of the extension request.  Deadline for filing
objections is May 7, 2010.

                        About Extended Stay

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

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

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


F. GOLEH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: F. Alexander Goleh
        39975 Cathy Drive
        Fallbrook, CA 92028-9720

Bankruptcy Case No.: 10-17394

Chapter 11 Petition Date:

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

Judge: Bruce A. Markell

Debtor's Counsel: C. Andrew Wariner, Esq.
                  823 Las Vegas Blvd SO, Suite 500
                  Las Vegas, NV 89101
                  Tel: (702) 953-0404
                  Fax: (702) 989-5388
                  E-mail: awariner@lvbklaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb10-17394.pdf

The petition was signed by the Debtor.


FREDDIE MAC: Names Robert Mailloux as SVP Corporate Controller
--------------------------------------------------------------
Robert D. Mailloux was appointed Senior Vice President - Corporate
Controller and Principal Accounting Officer of Freddie Mac,
formally known as the Federal Home Loan Mortgage Corporation,
effective April 16, 2010, replacing Denny Fox, who had been
serving as Freddie Mac's Acting Principal Accounting Officer.

Mr. Mailloux, 42, served as Vice President - Acting Corporate
Controller beginning in November 2008.  Prior to that appointment,
he served as Vice President - Corporate and Multifamily Business
Segment Controller, from May 2008 until November 2008, and as Vice
President - Corporate Financial Accounting from September 2004
until May 2008.  Before that, Mr. Mailloux held the position of
Director - Corporate Reporting and Analysis from February 2002
until September 2004.  Before joining Freddie Mac, Mr. Mailloux
served for 12 years at a leading public accounting firm, most
recently as a senior manager.

Mr. Mailloux is eligible to participate in Freddie Mac's
compensation and benefit programs available to executive officers
generally, including the Executive Management Compensation Program
and the Supplemental Executive Retirement Plan, pursuant to the
terms of these plans.

Under the Executive Management Compensation Program, Mr.
Mailloux's approved Target Total Direct Compensation for 2010 is
$850,000, consisting of Semi-Monthly Base Salary of $325,000,
Deferred Base Salary of $241,667, and a Target Incentive
Opportunity of $283,333.

Mr. Mailloux is subject to non-competition and non-solicitation of
employees restrictions for a period of one year, following any
termination of his employment, and he is also subject to certain
restrictions with respect to confidential information obtained
during the course of his employment.  A copy of the restrictive
covenant and confidentiality agreement is attached as Exhibit 10.1
to this report and is incorporated herein by reference.

Mr. Mailloux has also entered into a recapture arrangement in the
form of Freddie Mac's Executive Management Compensation Recapture
Policy.

                        About Freddie Mac

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

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

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


FREMONT GENERAL: Shareholders File Appeal on Suit Dismissal
-----------------------------------------------------------
According to Law360, shareholders have again appealed the
dismissal of a lawsuit alleging the leaders of Fremont General
Corp. made false and misleading statements and misrepresented the
subprime lender's business practices.  The report relates that the
lead plaintiff, the New York State Teachers Retirement Systems,
filed a notice of appeal Monday in the U.S. District Court for the
Central District of California.

                      About Fremont General

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

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


GREEKTOWN HOLDINGS: Casino's March Revenues Total $33.4MM
---------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated revenues for March 2010 is
$33,481,265.  Of this revenue, Greektown Casino's state wagering
tax is $999,029.

The Gaming Board also released the March 2010 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $52,548,328 and
MotorCity Casino had $41,234,840 in revenues.

                     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: Court Denies Stout Risius as Appraisers
-----------------------------------------------------------
The bankruptcy judge has denied Greektown Holdings' application to
employ Stout Risius Ross as real property appraisers.

The United States Trustee previously filed an objection to the
Stout Risius Application and argued that granting nunc pro tunc
employment is an extraordinary remedy and was not warranted by
the mere inadvertence to file a timely application.

Oral arguments on the matter were heard and the Court took the
matter under advisement.

Due to the fact that the Debtors have not shown the required
exceptional circumstances, the Application is denied, Judge
Shapero opines.  He explains that the decision to grant a nunc
pro tunc application is not taken lightly by courts and requires
exceptional circumstances unique to a particular case.

"Exceptional circumstances" have been interpreted to require a
satisfactory explanation for the failure to receive prior
judicial approval and a determination the services benefited the
bankruptcy estate.

Judge Shapero acknowledges that Stout Risius previously performed
appraisals for the Debtors but sometime in January 2009, the
Debtors' upper management decided that appraisals were no longer
necessary.  The decision, however, was not communicated to Stout
Risius and the appraisals moved forward.

By their own admission, Stout Risius has extensive experience in
Chapter 11 cases, suggesting that it should have been aware of
the need for prior Court approval before commencing the
performance of services for the Debtors, Judge Shapero notes.

The Court, however, holds that fault is not entirely attributable
to Stout Risius.  "Rather a combination of inaction,
inattentiveness, and lack of follow up by [the] Debtors or their
associated professionals also contributed to the result," Judge
Shapero says.

In its objection, the U.S. Trustee emphasized the 10-month period
between the start of Stout Risius's work, its completion and
billing in eight months, and the actual filing of the employment
application two to three months thereafter.

It is true that the longer a period has lapsed without the
benefit of a formal application filing, the less merit there is
to an application, Judge Shapero relates.

                     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: Posts Best Q1 Results in Its History
--------------------------------------------------------
Greektown Casino Hotel recorded its best month ever in March and
its best first quarter in history as the property's financial
position continues to improve significantly.

In addition, Greektown's hotel revenues more than doubled in the
first quarter of 2010 compared to the same period last year.

Casino management attributed the stronger financial performance to
the best comp program in the market, a new emphasis on listening
to customers, the support of an aggressive television advertising
campaign, the completion of long overdue property maintenance, and
an improving overall economy.

"We are listening to our customers, we are offering the best comp
program in the market, we have completed some property maintenance
that was long overdue, and we launched an aggressive TV ad
campaign," said Greektown Casino-Hotel CEO Cliff Vallier.  "All of
those actions, combined with the outstanding service provided by
our Team Members, have contributed to stronger property
performance."

Greektown Casino-Hotel posted $33.48 million in gaming revenues in
March, up 9 percent from March 2009 and marking the best monthly
revenue performance for the casino since its opening in November
2000. Total revenues (gaming, hotel, food and beverage) topped
$36.7 million last month.

For the first quarter of 2010, Greektown Casino-Hotel recorded
$91.9 million in revenues also a record high for the property.
Greektown Casino-Hotel Management Board Member Jake Miklojcik said
"the entire property is now working together, from the management
board to the executive team to Team Members."

"We also completed, for the first time really, a detailed analysis
of the market, examining our strengths and weaknesses and
responding appropriately," Mr. Miklojcik said.  "The results are
apparent, and it really starts with respect and having the
cleanest and friendliest facility in the market."

Located at 555 E. Lafayette Boulevard in Detroit's Greektown
Entertainment District, Greektown Casino-Hotel opened on Nov. 10,
2000.  Readers of The Detroit News and Detroit Free Press have
voted Greektown Casino-Hotel Michigan's and Detroit's "Best
Casino" numerous times.  Greektown Casino-Hotel offers such
amenities as the International Buffet, the Eclipz Lounge and a
VIP lounge for players.  In addition to being named "Best Casino"
by readers of The News and Free Press, Greektown Casino-Hotel
also placed first in other categories in The News' reader survey,
including "Best Slots," "Best Wait Staff Outfits," "Best Craps
Tables," "Best Blackjack Tables," "Best High Rollers Area," "Best
Casino Restaurant," and "Best Casino Entertainment."

Greektown Casino-Hotel opened its new 400-room hotel tower
February 2009.  For reservations and group events, call 877-GCH-
5554 or visit http://www.greektowncasinohotel.com/

                     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)


GREGORY JONES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Gregory Stephen Jones, Jr.
               aka Greg Jones
               Eteva Desiree Laufasa
               aka Desiree Laufasa
               4874 Ambrose Avenue
               Los Angeles, CA 90027

Bankruptcy Case No.: 10-26079

Chapter 11 Petition Date: April 26, 2010

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

Judge: Samuel L. Bufford

Debtor's Counsel: Christopher C. Barsness, Esq.
                  Law Office of Barsness & Cohen
                  9025 Wilshire Blvd
                  #301
                  Beverly Hills, CA 90211
                  Tel: (888) 881-6591
                  Fax: (310) 246-9980
                  E-mail: cbarsness1@gmail.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 Gregory Stephen Jones, Jr. and Eteva
Desiree Laufasa.


GUNALLEN FINANCIAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: GunnAllen Financial, Inc.
        5002 W. Waters Avenue
        Tampa, FL 33634

Bankruptcy Case No.: 10-09635

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Becky Ferrell-Anton, Esq.
                  E-mail: bfanton.ecf@srbp.com
                  Harley E. Riedel, Esq.
                  Email: hriedel.ecf@srbp.com
                  Stichter Reidel Blain & Prosser PA
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144

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

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

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

The petition was signed by Frederick O. Kraus, chief financial
officer.


HEE PARK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Joint Debtors: Hee S. Park
               dba Continental Realty Group Inc.
               dba Continental Financing Company
               aka HP 636 Partners
               aka Eco Cleaners Company
               Lucia K. Park
               148 East Elizabeth Court
               Wood Dale, IL 60191

Bankruptcy Case No.: 10-18384

Chapter 11 Petition Date: April 26, 2010

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Jeff A. Whitehead, Esq.
                  Law Office of Jeff Whitehead
                  700 West Van Buren
                  Suite 1506
                  Chicago, IL 60607
                  Tel: (312) 648-0473
                  Fax: (312) 276-8759
                  E-mail: jeffwhitehead_2000@yahoo.com

Scheduled Assets: $3,253,310

Scheduled Debts: $3,856,017

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb10-18384.pdf

The petition was signed by Hee S. Park and Lucia K. Park.


HIGHLAND ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Highland Enterprises, Inc.
        3454 Highway 17 South
        P.O. Box 1127
        Richmond Hill, GA 31324
        Tel: (912) 756-3503

Bankruptcy Case No.: 10-40885

Chapter 11 Petition Date: April 26, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  Fax: (912) 790-1534
                  E-mail: jdrake7@bellsouth.net

Scheduled Assets: $2,122,507

Scheduled Debts: $2,254,499

A list of the Company's 3 largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb10-40885.pdf

The petition was signed by J. Anthony Register, president.


HSH DELAWARE: U.S. Trustee Wants Irregularities Investigated
------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the District of Delaware to authorize
the appointment of an examiner in the Chapter 11 cases of HSH
Delaware GP LLC, et al.

The U.S. Trustee noted that the lenders have moved for the
appointment of a Chapter 11 trustee based on allegations that
include inappropriate corporate behavior, mismanagement, failure
to meet the fiduciary duties imposed on a debtor-in-possession
under the Bankruptcy Code and acrimony between the lenders and
Debtors.

According to the U.S. Trustee, the examiner should (i) investigate
whether the actions were proper corporate activities; and (ii)
file a report that will enable the Court and parties-in-interest
to evaluate the genesis of any irregularities and to identify
persons against whom the Debtors' estates might have claims or
rights of action.

The lenders consist of Royal Bank of Scotland N.V., Commerzbank
AG, Filiale Luxembourg, The Royal Bank of Scotland plc, Landsbanki
Islands hf Amsterdam Branch, Lloyds TSB Bank plc and Credit
Agricole Corporate and Investment Bank.

                        About HSH Delaware

HSH Delaware GP LLC is based in Wilmington, Delaware.

Nine HSH partnerships were created in 2006 to buy a 26% stake in
HSH Nordbank AG, the world's largest shipping financier, from
WestLB AG for about EUR1.25 billion ($1.76 billion).  The
partnerships received unsecured term and revolving loans of
EUR375 million from ABN AMRO bank to fund the purchase of HSH
Nordbank shares.

As reported by the Troubled Company Reporter on September 9, 2009,
creditors with claims aggregating $27.8 million filed a petition
to send affiliate HSH Delaware LP to Chapter 7 liquidation (Bankr.
D. Del. Case No. 09-13145).  Commerzbank AG, Lloyds TSB Bank Plc,
ABN Amro Bank NV, Calyon, Royal Bank of Scotland Plc and
Landsbanki Islands HF filed the involuntary Chapter 7 petition.

HSH Delaware filed for Chapter 11 bankruptcy protection on
January 21, 2010 (Bankr. D. Delaware Case No. 10-10187).  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg
S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC;
HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH
Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.;
HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. --
also filed separate Chapter 11 petitions.

John Henry Knight, Esq.; Lee E. Kaufman, Esq.; Mark D. Collins,
Esq.; and Robert J. Stearn Jr., Esq., assist the Debtors in their
restructuring effort.

The Debtors' Canadian Counsel is McCarthy Tetrault LLP.  The
Debtors' Chief Restructuring Officer is H Ronald Weissman.


ICONIX BRAND: Schulz Family Deal Won't Affect Moody's 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Iconix Brand Group Inc.'s B1
Corporate Family Rating, SGL-2 Speculative Grade Liquidity Rating,
and stable outlook are not immediately affected by the company's
announcement it has entered into a definitive agreement to acquire
the Peanuts brand and related assets in partnership with the
Schulz family.

As the acquisition will be funded with existing cash on hand,
Moody's anticipates that the purchase will be moderately accretive
to Iconix's credit metrics.  "The acquisition broadens the
company's brand and product portfolio, notably by expanding its
reach outside the apparel and footwear categories which
historically have accounted for the significant majority of
Iconix's revenues" said Moody's Vice President Scott Tuhy.  At the
same time these benefits are tempered by integration risks, as the
acquired business will operating in many categories that are
relatively new to Iconix.  Moody's also expects that the company
will retain a growth strategy that is highly reliant on
acquisitions to achieve long term growth targets.

The last rating action on Iconix Brand Group Inc. was on July 28,
2009, when the company's term loan rating was raised to Ba1 from
Ba2 and its subordinated debt rating was upgraded to B2 from B3.

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

Iconix Brand Group, headquartered in New York, NY, is a brand
management company engaged in licensing, marketing, and providing
trend direction for a portfolio of owned consumer brands


INDERJIT KALIA: Files Plan for Days Inn Santa Rosa
--------------------------------------------------
The Press Democrat reports that the owners of Days Inn in Santa
Rosa, California, filed a plan of reorganization.  Under the plan,
debt will be paid over an extended period using revenue from the
business.  A federal judge will consider sending the plan to
creditors for a vote on May 7.  The deadline for a decision on the
plan is June 15.

Joy Mukherji and Inderjit Kalia in October 2009 sought protection
from their creditors (Bankr. N.D. Calif. Case No. 09-13249),
California, saying they owe creditors more than $10 million.  The
Debtors own Days Inn on Santa Rosa Avenue, a 104-room hotel.

Steven M. Olson, Esq., in Santa Rosa, Calif., --
smo@smolsonlaw.com -- represents the Debtor in its Chapter 11
effort.


INFOGROUP INC: S&P Downgrades Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Omaha, Neb.-based infoGROUP Inc. by one notch, to 'BB-'
from 'BB'.  S&P removed the rating from CreditWatch, where it was
placed with negative implications March 8, 2010.  The rating
outlook is stable.

At the same time, S&P assigned its issue-level and recovery
ratings to the company's planned $365 million senior secured
credit facility, comprising a $50 million revolving line of credit
due 2015 and a $315 million term loan due 2016.  S&P rated the
planned facility 'BB-' (the same level as the 'BB-' corporate
credit rating) with a recovery rating of '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

Proceeds of the credit facility and about $354 million of new
equity will be used to purchase the company and refinance existing
indebtedness, including the existing credit facility, which had
about $139 million outstanding at December 2009.  At the close of
the transaction, S&P will withdraw its ratings on the company's
existing credit facility.

"The downgrade reflects a somewhat weaker credit profile for
infoGROUP than it had previously, considering the additional debt
contemplated in the proposed refinancing," said Standard & Poor's
credit analyst Liz Fairbanks.

S&P expects that its measure of leverage will increase to the
high-3x area at the end of 2010 from 2.6x at the end of 2009.  The
new owner, CCMP Capital Advisors LLC, is a private equity firm
with a partial focus in media.  Through the transaction, balance
sheet debt will increase by about $135 million, or about 1.5x
S&P's expected adjusted 2010 EBITDA.  S&P expects its measure of
EBITDA to improve modestly in 2010 due to already implemented
cost-saving measures, which would partially offset the increase in
debt.

The 'BB-' corporate credit rating reflects the company's narrow
product set, competitive conditions in the markets in which it
operates, and exposure to highly cyclical advertising spending.
infoGROUP's proprietary database of business and consumer
information, along with its diverse customer base, somewhat
tempers these risks.

In March 2010, the company announced that the SEC had concluded
its investigation, which began in November 2007.  Under the
agreement with the SEC, infoGROUP does not have to pay a financial
penalty.  While the company may have ongoing legal expenses to
indemnify individuals for expenses in connection with continued
investigations of certain individuals, S&P expects overall legal
expenses to decline meaningfully in 2010.  During the
investigation, the SEC had requested voluntary production of
documents regarding related party transactions, expense
reimbursement, other corporate expenditures, and certain trading
in infoGROUP's securities.


INTELSAT S.A.: Receives OK to Amend 2012 & 2013 Notes Indenture
---------------------------------------------------------------
Intelsat S.A. (formerly Intelsat, Ltd.) on April 22 said it had
received the requisite consents to amend certain terms of the
indenture governing its:

     * 7-5/8% Senior Notes due 2012 (CUSIP No. 45820EAB8); and
     * 6-1/2% Senior Notes due 2013 (CUSIP No. 45820EAH5).

The consent solicitation expired at 5:00 p.m. New York City time
on April 21, 2010.

Intelsat S.A. has been advised by Global Bondholder Services
Corporation, the Tabulation and Information Agent, that, as of the
Expiration Time, consents were delivered and not revoked in
respect of at least a majority in aggregate principal amount of
each of the 2012 notes and the 2013 notes.

As a result, Intelsat S.A. and The Bank of New York Mellon
(formerly The Bank of New York), as the trustee under the
indenture governing the notes, entered into a supplemental
indenture implementing the amendments.  The amendments amend the
indenture for the notes to substantially align the restrictions on
Intelsat S.A.'s ability to incur secured debt with similar
restrictions applicable to certain of its subsidiaries and to make
certain other technical changes to the indenture.  Intelsat S.A.
will make a payment to each security holder that validly delivered
its consent prior to the Expiration Time, and did not validly
revoke such consent, equal to 2.00% of the outstanding principal
amount of the notes for which such security holder provided its
consent.

Barclays Capital Inc. acted as the sole Solicitation Agent for the
consent solicitation. Global Bondholder Services Corporation acted
as the Tabulation and Information Agent.

Headquartered in Luxembourg, Intelsat Ltd., formerly PanAmSat
Corp., -- http://www.intelsat.com/-- is the largest fixed
satellite service operator in the world and is owned by Apollo
Management, Apax Partners, Madison Dearborn, and Permira.  The
company has a sales office in Brazil.

As of December 31, 2009, the Company had $17,342,935,000 in total
assets against total current liabilities of $814,643,000; long-
term debt, net of current portion of $15,223,010,000; deferred
satellite performance incentives, net of current portion of
$128,774,000; deferred revenue, net of current portion of
$254,636,000; deferred income taxes of $548,719,000; accrued
retirement benefits of $239,873,000; other long-term liabilities
of $335,159,000; and non-controlling interest of $8,884,000;
resulting in stockholders' deficit of $215,763,000.


INTERSTATE MOVING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Interstate Moving & Storage Co., Inc.
        P.O. Box 334
        Cheyenne, WY 82003

Bankruptcy Case No.: 10-20448

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: (307) 637-0212
                  E-mail: attypaulhunter@prodigy.net

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

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

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

The petition was signed by John J. Rooney, secretary treasurer.


J&H SOUTHERN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J&H Southern Construction, Inc.
        220 Parkade Court
        Peachtree City, GA 30269

Bankruptcy Case No.: 10-11567

Chapter 11 Petition Date: April 26, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Beth E. Rogers, Esq.
                  Rogers Law Offices
                  Suite 1950
                  100 Peachtree Street
                  Atlanta, GA 30303
                  Tel: (770) 685-6320
                  Fax: (678) 990-9959
                  E-mail: brogers@berlawoffice.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb10-11567.pdf

The petition was signed by Jihad Hojaij aka Joe M. Hojaij,
president.


JAPAN AIRLINES: Adjusts Cargo Fuel Surcharge
--------------------------------------------
Japan Airlines (JAL) has applied to the Japanese Ministry of Land,
Infrastructure, Transport and Tourism (MLIT) to revise down from
April 1, 2010, its international cargo fuel surcharge for flights
departing from Japan only.

Since April 1, 2009, JAL started adjusting its cargo fuel
surcharge levels on a monthly basis by using the one-month average
fuel price of Singapore kerosene of the month before last.  As the
average fuel price of Singapore kerosene for the month of February
in 2010 was US$82.37 per barrel, the benchmark fuel price used for
calculation of the fuel surcharge level in April will be within
the range of US$80.00 to US$84.99 per barrel (refer to table
below).

The international cargo fuel surcharge will therefore decrease on
long-haul international routes from 80 yen per kg to 73 yen, on
medium-haul international routes from 69 yen per kg to
63 yen, and on short-haul routes from 58 yen per kg to 53 yen
accordingly.

International Cargo Surcharge

Benchmark       Surcharge by Route (per kg)
FuelPrice Range ------------------------------------------------
(US$/bbl)       1. Long-haul     2. Medium-haul    3. Short-haul
   -------------   Routes           Routes            Routes
                   Japan -          All routes        China, Guam,
                 Americas, Eur.,  other than        HongKong,
                 Middle East,     those men-        Korea,
                 Africa           tioned in 1&3     Phils,Taiwan
                ---------------- ----------------- --------------
95.00 - 99.99         JPY94            JPY81            JPY68
90.00 - 94.99         JPY87            JPY75            JPY63

Current level
85.00 - 89.99         JPY80            JPY69            JPY58

Revised Level
from 04/01/2010
80.00 - 84.99         JPY73            JPY63            JPY53

75.00 - 79.99         JPY66            JPY57            JPY48

70.00 - 74.99         JPY59            JPY51            JPY43

65.00 - 69.99         JPY52            JPY45            JPY38

60.00 - 64.99         JPY45            JPY39            JPY33

55.00 - 59.99         JPY38            JPY33            JPY28

50.00 - 54.99         JPY31            JPY27            JPY23

45.00 - 49.99         JPY24            JPY21            JPY18

40.00 - 44.99         JPY17            JPY15            JPY13

35.00 - 39.99         JPY10             JPY9             JPY8

Below 35.00       Discontinued      Discontinued     Discontinued

                       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: Expands Cooperation With ONEWORLD Partners
----------------------------------------------------------
Chief Executives from oneworld's member airlines gathered for
their first Governing Board of what is turning out to be a
breakthrough year for the alliance.

It was the first time they had convened since:

       * Japan Airlines reaffirmed its membership of the
         grouping in February and then filed for anti-trust
         immunity with American Airlines to deepen their co-
         operation across the Pacific - and the first oneworld
         Governing Board meeting attended by JAL's new President
         Masaru Onishi since his appointment on 1 February.

       * India's leading carrier and only five-star airline
         Kingfisher Airlines signed a memorandum of
         understanding as its first step towards joining
         oneworld.

       * The US Department of Transportation gave tentative
         approval in February to the application by oneworld's
         transatlantic partners American Airlines, British
         Airways, Iberia, Finnair and Royal Jordanian for anti-
         trust immunity across the Atlantic - and the European
         Commission began market testing of proposed remedies in
         a key step towards approval of the proposed
         transatlantic joint business agreement between
         American, BA and Iberia.

It is also the first oneworld Governing Board meeting in a year
that will see Russia's leading domestic carrier S7 Airlines join
the alliance.

oneworld Governing Board Chairman Gerard Arpey, Chairman and Chief
Executive of American Airlines, said: "This time 12 months ago,
oneworld was celebrating its 10th anniversary. Since then,
oneworld has taken a series of significant steps towards
establishing itself firmly as the world's premier global airline
alliance.

"We added one more leading airline, Mexicana, in November and look
forward to welcoming on board Russia's S7 Airlines later this year
with India's Kingfisher Airlines to follow next year.

"Not only does our line-up of members include the finest airline
brands in the world, our collection of networks delivers the best
coverage in the markets that matter most throughout the Americas,
Europe, Asia and Australia. We believe our focus on the quality,
rather than quantity, of members has been the right approach."

"Meantime, we have been able to welcome Japan Airlines'
reaffirmation to oneworld.  It is very good to have Masaru Onishi
among us.  We respect JAL's alliance review was an important
decision for the airline and the government of Japan.  We believe
they made the right choice for JAL's many stakeholders, for
Japan's national interests and for consumers."

Mr. Arpey noted that this year had seen the biggest progress in
oneworld's history in deepening links between its member airlines:
"We expect our applications for anti-trust immunity across the
Atlantic and Pacific to be approved soon, leveling the alliance
playing field between North America and Europe and ensuring that
alliance competition remains robust between North America and
Asia.  Both initiatives will enable oneworld to offer our
customers even better services and benefits."

oneworld had taken significant strides in many other areas too,
completing its biggest yet airport co-location project, bringing
all on-line airlines from across all five passenger terminals into
just two at its biggest European hub, London Heathrow, and
increasing its lead in offering the widest range of alliance
consumer fares.

Mr. Arpey concluded: "For us, the key aim of all this activity is
simple -- to establish oneworld further firmly as the premier
airline alliance, delivering to both our customers and member
airlines services and benefits beyond the reach of any individual
airline and making it easier and more rewarding to reach more
places more easily on a quality network of the best brands in the
business."

               Significant progress in expanding
                co-operation with Japan Airlines

Considerable progress has been made in expanding co-operation
between JAL and its oneworld partners since the airline reaffirmed
its membership of the alliance, following a review of its alliance
strategy conducted as part of its overall restructuring programme,
on 9 February this year.

Three days later it applied with American Airlines to the US
Department for Transportation for anti-trust immunity for a joint
business agreement between North America and Asia, and notified
Japan's Ministry of Land, Infrastructure and Tourism of their
transaction.  By working more closely together, the two airlines
will be able to provide more seamless links for connecting
passengers, expand customer choice by offering new routes and
supporting existing routes that would not be economically viable
for the airlines individually.  This will enable them to improve
efficiency, find opportunities to lower costs and have greater
ability to invest in products, services and fleets.

American Airlines has also taken steps to serve Tokyo Haneda,
which is JAL's main domestic hub.  American applied in February
for slots to serve the airport from Los Angeles and New York JFK
with flights that would also carry the JL code, subject to
regulatory approvals.

British Airways and JAL are expanding their code-sharing agreement
significantly, more than doubling the number of European
destinations served by flights operated by the UK airline with the
JL prefix.  Nine routes were added last week with another four to
follow later this month, taking to 23 the number of cities in
Europe served by these joint services.

Meantime, preparations are moving ahead for the transfer this
November of British Airways operations at Tokyo Narita into
Terminal 2, alongside those of JAL and all other on-line oneworld
partners.

Other oneworld member airlines are also expanding code-
sharing with JAL. Its JL code has recently been added to flights
by Mexicana to its Mexico City hub and on more routes served by
Qantas subsidiary Jetstar.

At London Heathrow, oneworld's biggest European hub, JAL and all
other oneworld on-line partners, along with some BA services, have
recently consolidated operations in Terminal 3.  JAL has just
started sharing BA's lounges for premium customers there.  Plans
are being developed to enable JAL to share its oneworld partners'
lounges at more airports worldwide.

oneworld Governing Board Chairman, American Airlines Chairman and
Chief Executive Gerard Arpey, said: "Japan Airlines is a highly
valued member of oneworld and we are all committed to supporting
JAL in its restructuring to create an even stronger partnership
for the benefit of all our stakeholders.  The rapid progress we
have achieved so far is testimony to that commitment."

Japan Airlines President Masaru Onishi said: "We analysed our
alliance strategy in great detail before reaffirming our oneworld
membership.  oneworld is clearly the alliance of best quality,
with excellent airline partners, extensive global coverage and
best overall alliance proposition.  The progress we have made with
our oneworld partners since then, and our meeting today, has
confirmed we made the right decision.

"We at Japan Airlines are excited at the prospects of further
developing our relationships with our oneworld partners. We also
firmly believe that being part of oneworld can strongly support
JAL at a time when we are striving towards the revival of our
business, which we are determined to achieve."

                        About oneworld

oneworld brings together some of the best and biggest names in the
airline business -- American Airlines, British Airways, Cathay
Pacific, Finnair, Iberia, Japan Airlines, LAN, Malev Hungarian
Airlines, Mexicana, Qantas and Royal Jordanian, and around 20
affiliates including American Eagle, Dragonair, LAN Argentina, LAN
Ecuador and LAN Peru.  Russia's S7 Airlines will join the alliance
in 2010 with India's Kingfisher Airlines on track to follow in
2011, subject to regulatory approvals.  Between them, these
airlines:

Serve 800 airports in nearly 150 countries, with some 9,000 daily
departures.  Offer nearly 550 airport lounges for premium
customers.  Carry some 340 million passengers a year.  Operate a
combined fleet of almost 2,500 aircraft.  Generate more than
US$100 billion annual revenues in total.

The only alliance with airlines based in South America, Australia
or Asia's Middle East, oneworld enables its members to offer their
customers more services and benefits than any airline can provide
on its own.  These include a broader route network, opportunities
to earn and redeem frequent flyer miles and points across the
combined oneworld network and more airport lounges. oneworld also
offers more alliance fares than any of its competitors.

oneworld was voted the World's Leading Airline Alliance for the
seventh year running in the latest (2009) World Travel Awards. It
is the only winner of this award since it was introduced in 2003.

                       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: Shifts to New Cargo Business Model
--------------------------------------------------
Japan Airlines (JAL) announced that it will adopt a new cargo
business model that solely utilizes the cargo belly space of the
airline's passenger flights.  The airline's passenger flights
provide cargo capacity (measured in available tonne kilometers)
approximately three times the volume* available on its scheduled
freighter flights which will consequently be suspended at the end
of October 2010.

On May 2, 1959, JAL operated its first freighter flight using a
Douglas DC-4 charter aircraft from Haneda to San Francisco and
in the same year on November 25, introduced for the first time, a
remodeled DC-6B semi-cargo aircraft to its fleet.  Since then, JAL
has been providing quality cargo transport services using both
passenger flights and freighter flights, and over the last 50
years, steadily expanded its international network alongside the
economic growth of Japan.  Until March 25, JALCARGO, as the cargo
business arm of JAL is known, has met the needs of countless
satisfied customers.

Market conditions for international cargo business however, is
expected to remain severe and to adapt to this, JALCARGO will
shift from using a combination of freighter flights and passenger
flights to exclusively utilizing the belly space of passenger
flights -- a new cargo business structure that aims to secure a
stable profit and that can boost the recovery of JAL's financial
standing.

Maintaining access to almost all destinations** currently served
by its freighter flights with passenger flights, Japan's largest
international network carrier, JAL, will continue to meet the
needs of its valued customers.  The airline will continue its
cargo business by productively using the belly space of 508 weekly
passenger flights plying 56 international routes, and on 134
domestic routes with 904 daily one-way flights*, in addition to
enhancing service standards and offerings.

With the internationalization of Tokyo's Haneda airport taking
place this autumn, JALCARGO will continue in its endeavors to
provide customers with quality services and convenience, and
strive to improve the speed and efficiency of goods distribution
using the international and domestic air transport operations of
JAL.

*Cargo capacity and the number of routes and flights are based
  on the airline's 2010 summer schedule.

**JAL operates passenger flights to all destinations currently
  served by JAL freighter flights, with the exception of
  Anchorage.

                       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)


JUDE THADDEUS: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jude Thaddeus Partners 1, Inc.
        18 Grace Drive
        Old Westbury, NY 11568

Bankruptcy Case No.: 10-73014

Chapter 11 Petition Date: April 26, 2010

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

Judge: Alan S. Trust

Debtor's Counsel: Gary M Kushner, Esq.
                  Forchelli, Curto, Deegan, Schwartz,
                  Mineo, Cohn & Terrana, LLP
                  The Omni
                  333 Earle Ovington Boulevard, Suite 1010
                  Uniondale, NY 11553
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729
                  E-mail: gkushner@fcsmcc.com

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

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

A copy of the Company's list of 2 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-73014.pdf

The petition was signed by Joseph Weiser, president.


LEAP WIRELESS: Annual Stockholders' Meeting Set for May 20
----------------------------------------------------------
The Annual Meeting of Stockholders of Leap Wireless International,
Inc., will be held at the Oak Brook Hills Marriott Resort, 3500
Midwest Road, Oak Brook, Illinois, on May 20, 2010, at 1:00 p.m.
Central time, for these purposes:

     1. To elect eight directors to hold office until the next
        Annual Meeting of Stockholders or until their successors
        have been elected and have qualified.  The Company's
        nominees are:

        * John H. Chapple;
        * Robert V. LaPenta;
        * John D. Harkey, Jr.;
        * Mark H. Rachesky, M.D.;
        * S. Douglas Hutcheson;
        * William A. Roper, Jr.;
        * Ronald J. Kramer; and
        * Michael B. Targoff

     2. To ratify the selection of PricewaterhouseCoopers LLP as
        Leap's independent registered public accounting firm for
        the fiscal year ending December 31, 2010.

     3. To transact such other business as may properly come
        before the Annual Meeting or any continuation, adjournment
        or postponement thereof.

The Board of Directors has fixed the close of business on
March 23, 2010, as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual
Meeting and at any continuation, adjournment or postponement
thereof.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: BlackRock Cuts Equity Stake to 4.16%
---------------------------------------------------
BlackRock, Inc., disclosed that as of March 31, 2010, it may be
deemed to beneficially own 3,223,828 shares or roughly 4.16% of
the common stock of Leap Wireless International Inc.

BlackRock disclosed that as of December 31, 2009, it may be deemed
to beneficially own 4,648,024 shares or roughly 6% of Leap
Wireless common stock.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: FMR, Fidelity Cut Equity Stake to 3.313%
-------------------------------------------------------
Boston, Massachusetts-based FMR LLC and Edward C. Johnson 3d
disclosed that they may be deemed to beneficially own 2,585,460
shares or roughly 3.313% of the common stock of Leap Wireless
International Inc.

In February 2010, FMR LLC and Edward C. Johnson 3d disclosed that
they may be deemed to beneficially own 7,699,250 shares or roughly
9.878% of Leap Wireless common stock.

In a regulatory filing earlier this month, FMR said Fidelity
Management & Research Company, a wholly owned subsidiary, is the
beneficial owner of 2,359,088 shares or 3.023% of the Common Stock
outstanding of LEAP WIRELESS INTL INC as a result of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.  The number
of shares of Common Stock of LEAP WIRELESS INTL INC owned by the
investment companies at March 31, 2010 included 303,738 shares of
Common Stock resulting from the assumed conversion of $28,310,000
principal amount of LEAP WIRELESS CONV 4.5% 7/14 (10.729 shares of
Common Stock for each $1,000 principal amount of debenture).

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 2,359,088
shares owned by the Funds.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN BROTHERS: Former Exec Aware of Barclays Hidden Benefits
--------------------------------------------------------------
Bankruptcy Law360 reports that former Lehman Brothers Inc.
executive Herbert "Bart" McDade acknowledged to a bankruptcy court
on Tuesday that he was aware of hidden benefits Barclays PLC could
realize in a $45 billion takeover of Lehman's North American
broker-dealer business.

According to Bloomberg News, the bankruptcy judge began hearing
witnesses April 26 in the trial where Lehman Brothers contends
that Barclays 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."

                        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: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned 'BB-' ratings to
Lennar Corp.'s $250 million 6.95% senior unsecured notes due 2018
and its $250 million 2.0% senior unsecured convertible notes due
2020.  The '4' recovery ratings on each note series reflect S&P's
expectation for an average (30%-50%) recovery in the event of
default.  The company plans to use proceeds from the senior
unsecured notes due 2018 to fund a tender offer for up to
$200 million aggregate par amount of its $244 million 5.95% senior
notes due 2011, its $350 million 5.95% senior notes due 2013, and
its $176 million 5.125% senior notes due 2010.  The company will
accept tenders in that order of preference.  Lennar plans to use
the balance of the proceeds from the offerings for general
corporate purposes, which may include the repayment or repurchase
of additional debt.

The Miami, Fla.-based homebuilder maintains a minimal level of
liquidity to support the current rating, in S&P's view.  The
company cancelled its $1.1 billion unsecured credit facility in
February 2010 and ended the first fiscal quarter (on Feb. 28,
2010) with $732 million of unrestricted homebuilding cash on hand
after purchasing new lots to support its homebuilding operations
and after investing $243 million to acquire a large portfolio of
residential and commercial real estate loans in a partnership with
the Federal Deposit Insurance Corp. S&P estimates that Lennar will
hold about $1 billion of homebuilding cash and will have about
$636 million of homebuilding debt maturities through the end of
2012 on a pro forma basis, adjusting for the proposed note
offerings and the tender offer.

S&P notes that Lennar's key credit measures were weak in fiscal
2009 and that there is little capacity for the company to incur
additional incremental debt at the current senior unsecured issue
rating, given that S&P's recovery estimate is at the low end of
the average (30%-50%) range.  This estimate does allow for the
underwriters of the proposed convertible notes to exercise their
$37.5 million overallotment option.

Lennar is one of the nation's largest homebuilders, delivering
11,478 homes at an average price of $243,000 in its fiscal year
ended Nov. 30, 2009.  Conditions in the company's key housing
markets were very challenging.  Lennar delivered 27% fewer homes
than it did during the previous year, homebuilding revenues were
down 34%, and the company reported a $417 million net loss.
However, market conditions showed signs of stabilizing in the
first fiscal quarter of 2010 (ended Feb. 28, 2010), albeit at weak
levels.  Total revenues were down just 3% year-over-year and new
orders were 18% higher, which may indicate higher revenues when
those homes close later in the year.

                           Ratings List

                           Lennar Corp.

             Corporate credit         BB-/Negative/--

                         Ratings Assigned

  $250 million senior unsecured notes due 2018                BB-
    Recovery rating                                           4

  $250 million senior unsecured convertible notes due 2020    BB-
    Recovery rating                                           4


LESTER BOGER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lester Bradley Boger
        aka Brad Boger
        PO Box 357
        Lutz, FL 33548

Bankruptcy Case No.: 10-09690

Chapter 11 Petition Date: April 26, 2010

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

Judge: Michael G. Williamson

Debtor's Counsel: Buddy D. Ford
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $2,408,789

Scheduled Debts: $6,090,117

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb10-09690.pdf

The petition was signed by Lester Bradley Boger.


LIBBEY INC: Files Amendment to Prospectus with SEC
--------------------------------------------------
Libbey, Inc., filed amendment no. 3 to its Form S-3 with the
Securities and Exchange Commission on April 13, 2010, which
relates to its registration statement involving up to 4,885,310
shares of the Company's common stock, par value $0.01 per share,
which may be offered for sale from time to time by selling
stockholders.

The Company will not receive any of the proceeds from the sale of
the shares of common stock sold by the selling stockholder.  The
Company will bear all expenses of the offering of common stock,
except that the selling stockholder will pay any applicable
underwriting fees, discounts or commissions and transfer taxes.
On April 12, 2010, the closing price of the Company's common stock
on the NYSE Amex was $13.23 per share.

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

              http://ResearchArchives.com/t/s?60d9

                        About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.  In 2008, Libbey Inc.'s net sales totaled
$810.2 million.

Libbey Inc.'s balance sheet at December 31, 2009, showed
$794.8 million in total assets and $861.7 million in total
liabilities for a $66.9 million stockholders' deficit.

                           *    *    *

According to the Troubled Company Reporter on Feb. 1, 2010,
Standard & Poor's Ratings Services said that it affirmed its "B"
corporate credit rating on Libbey Inc.  The outlook is stable.

In November, the TCR reported that Standard & Poor's lowered its
corporate credit rating on Libbey Inc. to 'SD' (selective default)
from 'B'.  The issue-level ratings remained on CreditWatch, where
S&P had placed them on June 11, 2009, following S&P's concerns
about the difficult operating environment facing Libbey, increased
leverage, and its ability to improve credit metrics.

In January 2010, Libbey's wholly owned subsidiary Libbey Glass
Inc. commenced a cash tender offer to purchase its outstanding
$306.0 million aggregate principal amount of Floating Rate Senior
Secured Notes due 2011.  The Tender Offer is scheduled to expire
February 22, 2010.  Holders who validly tender (and do not validly
withdraw) Notes and deliver their Consents at or prior to the
Consent Date will receive total consideration of $1,027.50 per
$1,000 principal amount of Notes, which includes $30 cash premium
per $1,000 if tendered early.


LIONS GATE: Poison Pill Has 61% Support So Far, Says Vice Chair
---------------------------------------------------------------
Lions Gate Entertainment Corp.'s poison pill has the support of 61
percent of shareholders with about two-thirds of votes cast, Vice
Chairman Michael Burns said, according to reporting by Bloomberg
News.  Proxies representing 74.6 million shares have been
submitted, Mr. Burns said in testimony to the British Columbia
Securities Commission.  He said 42 million shares remain to be
voted before the May 4 meeting.

Investor Carl Icahn, who has made a hostile tender offer for the
independent film studio and owns 22 million shares, is asking the
commission to void the poison pill.

Lions Gate's board has asked shareholders to reject the U.S.$7.00
per share offer by Mr. Icahn.  "We believe that the Icahn Group's
offer remains financially inadequate and does not reflect the full
value of Lionsgate shares," said Lionsgate Co-Chairman and Chief
Executive Officer Jon Feltheimer, last week.  "We believe that the
offer pales in comparison to the value inherent in the world class
platform we have established over the past ten years."

The board has instead asked shareholders to approve the
Shareholder Rights Plan at the Special Meeting of Shareholders to
be held on May 4, 2010.

                       About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is a leading, diversified independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.  The
Lions Gate brand name is synonymous with original, cutting edge,
quality entertainment in markets around the world.

As reported by the Troubled Company Reporter on March 10, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Lions Gate to negative from stable.  At the same time, S&P
affirmed ratings on Lions Gate, including the 'B-' corporate
credit rating.

Lions Gate carries Moody's "B2" corporate family rating and
probability of default rating.


LIONS GATE: Canadian Authorities Invalidate Poison Pill
-------------------------------------------------------
Carl C. Icahn on Tuesday said the British Columbia Securities
Commission, the independent provincial government agency
responsible for regulating securities trading in British Columbia,
has issued a "cease trade order" with respect to the Poison Pill
adopted by Lions Gate Entertainment Corp.'s board of directors,
effectively eradicating the Pill and restoring to shareholders the
right to decide for themselves -- without interference from the
Board -- whether they wish to participate in the Icahn Group's
tender offer.

Carl C. Icahn reacted to the BCSC's decision by commenting: "I am
gratified to see that -- consistent with its vision to play a
leading role in securities regulation that inspires investor
confidence and supports fair, efficient, and innovative Canadian
capital markets -- the BCSC agreed with our view that Lions Gate
shareholders should have the right to decide for themselves
whether they wish to sell their shares in our tender offer. We
commend the Commission for its thoughtful consideration and
resolution of this important issue."

The Icahn Group said its offer to purchase up to all of the
outstanding common shares of Lions Gate for $7.00 per share in
cash is open for acceptance until 8:00 p.m., New York City time,
on April 30, 2010, unless extended or withdrawn.

Icahn holds a nearly 19% stake in Lions Gate.  He had earlier
offered to buy shares for $6 but raised his bid two weeks ago when
Lions Gate opposed it.

                      Lions Gate Mulls Appeal

Lions Gate, meanwhile, expressed disappointment with the BCSC's
decision.  The Company believes that its shareholders' right to
vote is paramount and any decision to cease trade the Shareholder
Rights Plan should have been withheld until Lions Gate
shareholders had the opportunity to consider and to vote upon it
at the Special Meeting of Shareholders on May 4, 2010.

"The Shareholder Rights Plan was implemented to help ensure that
all Lions Gate shareholders are treated equally and fairly in
connection with any proposals to acquire effective control of the
Company and has succeeded in getting the Icahn Group to amend its
offer on two separate occasions," Lions Gate said in a statement
Tuesday.

"The Icahn Group's offer continues to be subject to a number of
conditions, including the minimum tender condition and necessary
approval under the Investment Canada Act. The Board and its
advisors are reviewing the decision of the BCSC and considering
all of Lions Gate's options, including applying for an appeal of
the BCSC decision.

"The Board continues to recommend that shareholders vote FOR the
approval of the Shareholder Rights Plan at the Special Meeting of
Shareholders which is scheduled for May 4, 2010."

In addition, the Board continues to recommend that shareholders
reject the Icahn Group's unchanged, unsolicited offer to purchase
up to all of the common shares of Lions Gate for US$7.00 per share
because it is financially inadequate, opportunistic and coercive,
and is not in the best interests of Lions Gate, its shareholders
and other stakeholders.  The Board strongly recommends that
shareholders protect the value of their investment by NOT
tendering their shares into the Icahn Group's offer.

Morgan Stanley & Co. Incorporated is serving as financial advisor
to Lions Gate and Heenan Blaikie LLP is serving as legal advisor.
Perella Weinberg Partners LP is serving as financial advisor to
the Special Committee of the Lions Gate Board of Directors and
Wachtell, Lipton, Rosen & Katz is serving as U.S. legal advisor
and Goodmans LLP is serving as Canadian legal advisor.

                       About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is a leading, diversified independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.  The
Lions Gate brand name is synonymous with original, cutting edge,
quality entertainment in markets around the world.

As reported by the Troubled Company Reporter on March 10, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Lions Gate to negative from stable.  At the same time, S&P
affirmed ratings on Lions Gate, including the 'B-' corporate
credit rating.

Lions Gate carries Moody's "B2" corporate family rating and
probability of default rating.


MARHABA PARTNERS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Marhaba Partners Limited Partnership filed with the U.S.
Bankruptcy Court for the Southern District of Texas amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $190,000,743
  B. Personal Property           $12,287,985
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $69,447,354
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $81,759
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $957,754
                                 -----------      -----------
        TOTAL                   $202,288,728      $70,486,867

Houston, Texas-based Marhaba Partners Limited Partnership filed
for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr.
S.D. Texas Case No. 10-30227).  Elizabeth Carol Freeman, Esq., at
Porter & Hedges, L.L.P., assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


MGIC INVESTMENT: S&P Assigns 'CCC+' Rating on $300 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' senior debt rating to MGIC Investment Corp.'s issuance of
$300 million in senior convertible notes due in May 2017.

Standard & Poor's also said that it raised its counterparty credit
rating on MTG to 'CCC+' from 'CCC'.

The outlook on MTG remains negative.  The 'B+' counterparty credit
and financial strength ratings on Mortgage Guaranty Insurance
Corp. are unchanged.  These ratings are unsolicited.

Standard & Poor's expects that MTG will use the proceeds from the
offerings to repay at maturity--or repurchase prior to maturity--
the $78.4 million outstanding principal amount of the September
2011 5.625% senior notes.  In addition, MTG will likely use the
proceeds for general corporate purposes, including improving
liquidity by providing funds for debt service, and to increase the
capital MGIC and other subsidiaries as needed.

The outlook on MTG and MGIC is negative, largely reflecting the
ongoing uncertainty in the macroeconomic environment as well as
the increasing litigation risk associated with rescission
activity.  Despite signs of improvement in the macroeconomic
environment, the U.S. economy remains fragile.  Although MGIC's
rate of new notices has recently declined, if the economic
recovery were to experience a setback, delinquencies would likely
rise once again.  Adjustable-rate mortgages also likely will reset
in increasing amounts through 2010 and 2011 and could cause an
increase in delinquencies and losses incurred.

In addition, MTG -- as with most of its peers -- faces increasing
litigation risk associated with ongoing rescission activity.
Because of the extent of rescission activity that has taken place
during this loss cycle, adverse judgments could have a significant
adverse impact on MTG's profitability and capitalization.  If an
economic setback or adverse judgments related to rescission
activity occur and result in higher delinquencies or losses
incurred, MTG's and MGIC's capital could be significantly
impaired, resulting in a downgrade.  To the extent that S&P see
significant improvement in the macroeconomic environment that
translates into declining delinquencies, and ultimately into a
stream of diminishing loss activity, S&P could raise the ratings.


MICHAELS STORES: Names Elaine Crowley as SVP-Controller
-------------------------------------------------------
On April 12, 2010, Michaels Stores, Inc., said that, effective
immediately, Elaine D. Crowley  will assume the role of Senior
Vice President-Controller of the Company, and will serve as
principal accounting officer in that capacity.  She will continue
to serve as Chief Financial Officer of the Company until a
successor for that position is named and assumes the position.
She has resigned as Executive Vice President.

Richard S. Jablonski, Vice President-Finance and Controller of the
Company, will assume the role of Vice President of Financial
Planning and Analysis and will relinquish his duties as Controller
and principal accounting officer.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.

As of January 30, 2010, the Company had $1.710 billion in total
assets, and $4.481 billion in total liabilities, resulting in
$2.771 billion in total stockholders' deficit.


MONEYGRAM INT'L: John Hempsay Steps Down as Exec. VP Tomorrow
-------------------------------------------------------------
John Hempsey, Executive Vice President, Europe, Middle East,
Africa and Asia Pacific of MoneyGram International Ltd. a wholly-
owned subsidiary of MoneyGram International Inc., and MIL have
entered into a compromise agreement dated April 21, 2010, pursuant
to which Mr. Hempsey's employment with MIL will cease effective
April 30, 2010.

Under the Compromise Agreement, Mr. Hempsey will receive benefits
as follows:

   a) GBP149,238 as a severance payment payable in two tranches,
      GBP85,000 to be paid 14 days from the Separation Date and
      GBP64,238 to be paid on or before August 14, 2010;

   b) GBP3,420 as a statutory payment;

   c) GBP214,961 as a notice payment; and

   d) payment of GBP2,500, plus value added tax, for legal costs
      and expenses incurred in relation to the Compromise
      Agreement.

The Compromise Agreement provides that Mr. Hempsey continues to be
bound by the obligations set forth in the Employee Trade Secret,
Confidential Information and Post-Employment Restriction Agreement
between Mr. Hempsey and MIL.

                  About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 190,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the B1 corporate family rating
for MoneyGram International Inc and revised the rating outlook to
stable from negative.  The revision of the outlook to stable is
based on solid performance of the money transfer business amidst
the global recession and the stabilization of the Financial Paper
Products segment.


NEVADA STAR: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Nevada Star, LLC.
        1401 Claridge Drive
        Beverly Hills, CA 90210

Bankruptcy Case No.: 10-26188

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Boulevard 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

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

The petition was signed by Claudia Raffone, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

      Entity                       Nature of Claim    Claim Amount
      ------                       ---------------    ------------
Henry Douglas Campbell             Judgment and         $2,322,827
c/o Ann Burke-Spalding             attorney fees
Gunster, Yoakley & Stewart, P.A.
450 E. Las Olas Boulevard, Suite 1400
Fort Lauderdale, FL 33301

Fox Rothschild LLP                 Law firm               $770,000
2000 Market Street, 10th Floor     representing
Philadelphia, PA 19103             Debtor in Probate
                                   matter in Florida

Brian M. O' Connell, P.A.          Law firm hired after   $261,882
Casey Ciklin Lubitz Martens        Fox Rothschild
OConnel                            withdrew as
515 N. Flagler Drive, Suite 1900   counsel in Florida
West Palm Beach, FL 33401          probate matter

Beys Stein & Mobargha LLP          Law firm hired after    $95,762
                                   Casey Ciklin Lubitz
                                   Martens & O'Connell
                                   withdrew in Florida
                                   probate matter.
                                   Hired after judgment
                                   in place.

Rosenberg & Estis, PC              Attorney Fees re        $75,000
                                   Florida Probate
                                   matter.

Jay Jacknin Christiansen           Attorney hired to       $70,000
& Jacknin                          represent Nevada
                                   Star, LLC in Florida
                                   Probate matter

NYC Dept. of Environmental         Water and Sewer Bill    $44,509
Prtctn.

Chase National Payment Services    Bank fee                 $2,718


NEWLEAD HOLDINGS: Completes Dropdown of Six Vessels
---------------------------------------------------
NewLead Holdings Ltd. has completed the dropdown of six vessels
and Newlead Shipping S.A., an integrated technical and commercial
management company, from Grandunion Inc.  In connection with this
transaction, NewLead transferred to Grandunion 8,844,444 shares of
NewLead's common stock and assumed existing liabilities.

Michael S. Zolotas, President and Chief Executive Officer of
NewLead Holdings Ltd., stated, "The successful closing of this
transaction is another step in transforming NewLead Holdings. The
six vessels have quality time charters and are expected to add
approximately $19.4 million in EBITDA annually.

Mr. Zolotas continued, "Newlead Shipping S.A. provides us with
technical and commercial management necessary for a fully
integrated maritime company.  We anticipate that technical and
commercial management will create significant contribution to our
operating profit through higher vessel utilization and operating
cost efficiencies and allow NewLead to achieve a competitive cost
structure."

                         Covenant Waivers

In a regulatory filing in March 2010, NewLead said that under the
terms of its facility agreement, certain financial covenants
(excluding working capital and minimum liquidity) have been waived
by its lenders until at least April 2012 with respect to some
covenants and until October 2012 with respect to others.  NewLead
indicated that if it is unable to succeed in implementing its
business plan, it could be in default under the facility agreement
when those covenants come into effect.  Such event could have a
material adverse effect on NewLead's operations and its ability to
raise new capital.

On October 13, 2009, NewLead entered into a new $221.4 million
facility agreement with its existing syndicate of lenders to
refinance its existing revolving credit facility.  The Facility
Agreement requires NewLead to meet certain financial covenants
that become effective in April 2012 with respect to certain
financial covenants and in October 2012 with respect to others.
NewLead intends to be in compliance with all financial covenants
by those deadlines.

NewLead reported a net loss of $125.764 million for its
predecessor company for the period from January 1, 2009, to
October 13, 2009, and a net loss of $37.872 million for its
successor company for the period from October 14, 2009, to
December 31, 2009.

At December 31, 2009, NewLead had $399.285 million in total assets
against $326.809 million in total liabilities, resulting in
$72.476 million in stockholders' equity.

A full-text copy of the Company's Annual Report on Form 20-F is
available at no charge at http://ResearchArchives.com/t/s?5e85

                      About NewLead Holdings

Headquartered in Piraeus, Greece, NewLead Holdings Ltd. (Nasdaq:
NEWL) -- http://www.newleadholdings.com/-- was incorporated on
January 12, 2005, under the name of "Aires Maritime Holdings
Limited.  The Company is an international shipping company that
owns and operates product tanker and dry bulk vessels.  The
Company's products tanker fleet consists of five MR tankers and
four Panamax tankers, all of which are double-hulled.  The Company
also owns three dry bulk vessels secured on period charters.

The Company is an indirect subsidiary of Aries Energy Corporation.
Aries Energy, an affiliate through its wholly-owned subsidiary
Rocket Marine Inc., currently owns approximately 23% of the
Company's outstanding common shares.

On October 13, 2009, the Company announced an approximately
US$400.0 million recapitalization which resulted in Grandunion
Inc. acquiring control of the Company.  Pursuant to the Stock
Purchase Agreement entered into on September 16, 2009, a company
controlled by Michail S. Zolotas and Nicholas G. Fistes, acquired
18,977,778 newly issued common shares of the Company in exchange
for three drybulk carriers.


NORANDA ALUMINUM: Jamaican Unit to Reduce Workforce
---------------------------------------------------
Noranda Bauxite Limited, a wholly-owned subsidiary of Noranda
Aluminum Holding Corporation, announced a workforce reduction in
its Jamaican bauxite mining operations.  The change to contract
mining is expected to generate savings of approximately $4 million
to $5 million annually through reduced operating costs and
improved operating efficiencies.

The workforce restructuring plan reduced headcount by roughly 160
employees through a combination of voluntary retirement packages
and involuntary terminations.  Substantially all activities
associated with this workforce reduction have been completed as of
the time of the announcement.  The company estimates these actions
will result in approximately $3 million to $4 million of pre-tax
charges to be recorded in second quarter 2010, primarily due to
one-time termination benefits and pension benefits.  This charge
does not reflect the amount, if any, of non-cash charges for the
disposal of certain long-lived assets.

                      About Noranda Aluminum

Franklin, Tennessee-based Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals -- or
upstream business -- produce primary aluminum.  The rolling mills
-- or downstream business -- are one of the largest foil producers
in North America and a major producer of light gauge sheet
products.  Noranda Aluminum Holding Corporation is a private
company owned by affiliates of Apollo Management, L.P.

At December 31, 2009, the Company had total assets of
$1.697 billion against total current liabilities of
$166.851 million; long-term debt, net of $944.166 million, pension
and OPEB liabilities of $106.393 million, other long-term
liabilities of $55.632 million, deferred tax liabilities of
$330.382 million, and common stock subject to redemption of
$2.000 million.  At December 31, 2009, the Company had
stockholders' equity of $86.164 million.

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. and its subsidiary,
Noranda Aluminum Acquisition Corp. to 'B-' from 'CCC+'.

The TCR said on January 27, 2010, that Moody's Investors Service
upgraded Noranda Aluminum Holding Corporation's Corporate Family
Rating and Probability of Default Rating to B3 from Caa1.


NORANDA ALUMINUM: S&P Puts 'B-' Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B-'
corporate credit rating and issue ratings on Franklin, Tenn.-based
Noranda Aluminum Holding Corp. and its subsidiary, Noranda
Aluminum Acquisition Corp. on CreditWatch with positive
implications.

"The CreditWatch action reflects S&P's view that Noranda's credit
profile could improve following its announced plan to raise new
capital via an IPO with the proceeds utilized to reduce
outstanding debt," said Standard & Poor's credit analyst Sherwin
Brandford.

The company plans to sell approximately 16.7 million shares of
common stock, with the intention to use the net proceeds, which
are expected to exceed $200 million, in combination with about
$90 million in funds received from monetizing all its outstanding
fixed-price aluminum hedges, cash on hand, and revolving credit
facility borrowings to repurchase its holding company notes.  On
April 15, 2010, $64.1 million was outstanding on these notes.
Noranda also plans to repay amounts outstanding under its term
loan B, which had $310.6 million outstanding as of April 15, 2010.
S&P estimates that if Noranda reduces debt by about $340 million,
as indicated in its prospectus, the company's adjusted debt to
EBITDA would improve to less than 4.5x (assuming no further debt
reduction) by the end of this year, based on S&P's current
expectation of 2010 EBITDA of at least $120 million.  S&P would
consider that financial profile more in line with a higher rating.

In resolving S&P's CreditWatch listing, S&P will review the
company's near-to-intermediate term business strategy and its
financial policy subsequent to the IPO.  Given the company's
progress in deleveraging its balance sheet over the past three
years and its intention to reduce leverage further with the IPO
proceeds, S&P could raise the rating if S&P believes that the
company can maintain its lease-adjusted debt levels at or below
its immediate post-IPO level over the long term.


NORD RESOURCES: Forbearance Agreement Extended Until May 13
-----------------------------------------------------------
Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB), which is
ramping up copper mining and processing operations at the Johnson
Camp Mine in Arizona, said Nedbank Capital Limited has agreed to
extend until May 13, 2010, the forbearance agreement that it
entered into with Nord on March 30, 2010.

The extension is intended to give Nord additional time to make
payments owed under the existing credit agreement or to negotiate
an amendment to that agreement as it pertains to the March 31,
2010 payment and other terms therein.

In March 2009, Nord agreed with Nedbank to amend and restate its
credit agreement to provide for, among other things, the deferral
of certain principal and interest payments until December 31, 2012
and March 31, 2013.  While Nord made the scheduled principal and
interest payments that were due on September 30 and December 31,
2009 in the approximate amounts of $2.3 million each, the company
was unable to make the scheduled principal and interest payment
due on March 31, 2010 in the approximate amount of $2.2 million.
Accordingly, Nord and Nedbank entered into an unconditional
forbearance and extension agreement dated March 30, 2010 that
allowed for a forbearance period of 21 days to negotiate an
amendment to the credit agreement as it pertains to the March 31,
2010 payment and other terms therein. It is that agreement that
now is being extended to May 13, 2010.

If upon the expiration of the forbearance period, Nord has not
been successful in amending the credit agreement or in making the
payments owed, Nedbank will have full authority to exercise its
rights under the credit agreement, including the acceleration of
the full amount due there under and the institution of foreclosure
proceedings against the related security.  In granting the
extension, Nedbank reserved the right to withdraw its forbearance
at any time at its discretion if, after its review of the progress
being made by Nord, Nedbank is not satisfied.

"We appreciate that Nedbank is continuing to work with us in a
spirit of cooperation. We believe that it is indicative of the
positive relationship that we have maintained with Nedbank as our
principal lender," said Randy Davenport, Nord's interim Chief
Executive Officer.

Nord previously received an exemption from certain shareholder
approval requirements under the rules of the Toronto Stock
Exchange (TSX) in connection with Nord's $12 million private
placement completed in November 2009, on the basis of financial
hardship.  Reliance on this exemption automatically triggered a
TSX de-listing review to confirm that Nord continues to meet the
TSX listing requirements.  On March 26, 2010, the company
announced that the Continued Listings Committee of the TSX has
decided to defer its announcement on it listing review decision to
no later than April 26, 2010.  While Nord believes that it
continues to comply with such requirements, it is unclear what
impact that the need for the additional forbearance and extension
agreement with Nedbank will have on the listing review.

For further information, please contact:

  Wayne Morrison
  Chief Financial Officer
  Nord Resources Corporation
  Tel: (520) 292-0266
  http://www.nordresources.com/

  Investor and Media Relations
  Richard Wertheim
  Wertheim + Company Inc.,
  Tel: (416) 594-1600 ext. 223, or
       (416) 518-8479 (cell)
  E-mail: wertheim@wertheim.ca

                         About Nord Resources

Nord Resources Corporation -- http://www.nordresources.com/--is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.


OLD FIFTY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Old Fifty One, LLC
        701 Avignon Drive, Suite 101
        Ridgeland, MS 39157

Bankruptcy Case No.: 10-01503

Chapter 11 Petition Date: April 26, 2010

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

Judge: Edward Ellington

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

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

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

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

The petition was signed by T. M. Harkins, Jr., manager.


OMAHA ACQUISITION: Moody's Assigns 'B1' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and a B2 probability-of-default rating to Omaha Acquisition Inc.,
a new entity formed by CCMP Capital Advisors, LLC, and its
affiliates ("the sponsor"), that will merge into infoGROUP Inc.
(the surviving entity) at transaction closing.  Moody's also
assigned B1 ratings to Omaha Acquisition Inc.'s proposed
$50 million senior secured revolving credit facility due 2015 and
$315 million senior secured term loan due 2016.  The ratings
outlook is stable.  All ratings are subject to review of final
documentation.

Proceeds from the proposed term loan combined with a $354 million
equity contribution from the sponsor will be used to fund the
acquisition of infoGROUP and to repay existing debt for total
consideration of approximately $669 million.  The transaction is
expected to close by early June.

Moody's continued the review for possible downgrade of infoGROUP
Inc.'s (the old entity) existing ratings with the expectation that
they will be withdrawn at the close of the transaction.

The B1 corporate family rating reflects infoGROUP's moderately
high pro forma leverage of 3.7 times (including Moody's standard
analytical adjustments), increased debt levels, moderate interest
coverage, transitional management risk, and expectations for
limited free cash flow generation over the medium-term.  The
rating also recognizes the significant contraction in the
company's revenues for 2009, exposure to highly cyclical marketing
spending trends, and the likelihood that the weak macro
environment will constrain revenue growth.  Notwithstanding these
concerns, the rating is supported by credit metrics that are solid
for the ratings category, the material equity contribution from
the sponsor, a recent stabilization in revenues, and the
resolution of the SEC investigation, which had weighed down on the
ratings.

These ratings were assigned:

Omaha Acquisition Inc.

  -- Corporate family rating at B1;

  -- Probability-of-default rating at B2;

  -- $50 million senior secured revolving credit facility due 2015
     at B1 (LGD3, 31%);

  -- $315 million senior secured term loan due 2016 at B1 (LGD3,
     31%).

These ratings remain under review for possible downgrade and will
be withdrawn at transaction closing:

infoGROUP Inc. (old entity)

  -- Corporate family rating at Ba3;
  -- Probability-of-default rating at B1;
  -- Senior secured revolving credit facility due 2011 at Ba2;
  -- Senior secured term loan due 2012 at Ba2.

The last rating action was on March 9, 2010, when Moody's placed
infoGROUP's Ba3 corporate family rating, B1 probability-of-default
rating, and the Ba2 rating on its senior secured credit facilities
under review for possible downgrade.

Headquartered in Omaha, Nebraska, infoGROUP Inc. is a leading
provider of business and consumer information, data processing and
database marketing services.  infoGROUP is being acquired by
private equity firm CCMP Capital Advisors, LLC, and its
affiliates.  The company reported sales of approximately
$500 million for the fiscal-year ended December 31, 2009.


ONCURE HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned new ratings to OnCure Holdings,
Inc. including corporate family and probability of default ratings
at B2 and a B2 rating to the company's proposed $210 million
senior secured notes.  The ratings outlook is stable.

The proposed $210 million senior secured notes along with a
$40 million senior secured revolving credit facility (not rated by
Moody's) are primarily being used to refinance the company's
existing credit facilities and subordinated debt.  The proposed
$210 million senior secured notes will have a second lien on all
assets and the $40 million senior secured revolving credit
facility has a first lien on all assets.

The B2 corporate family rating reflects OnCure's substantial debt
leverage and modest interest coverage, limited scale and lack of
geographic diversity, risk associated with acquisition based
growth strategy, and reliance on Medicare.  In addition, the
ratings are constrained by longer-term reimbursement risk.  The
rating favorably reflects the company's high margins, strong
competitive position in its markets, and favorable industry demand
fundamentals.  Additionally, the ratings incorporate the company's
good liquidity position including expected positive cash flow
generation and ample availability under the revolving credit
facility.

The stable outlook incorporates the near-term visibility in the
reimbursement environment and the company's good liquidity
position.  However, there is little tolerance at the existing
ratings and outlook for any negative variance from current
expected performance levels.

These rating actions were taken:

  -- Corporate family rating, assigned B2;
  -- Probability of default rating, assigned B2;
  -- $210 million senior secured notes, assigned B2 (LGD4, 56%);

Ratings outlook is stable.

Ratings are subject to the review of final documentation.

This is the first-time public rating action on OnCure Holdings,
Inc.

OnCure's ratings 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 of tolerance for risk.  These attributes
were compared against other issuers both within and outside of
OnCure's core industry and the company's ratings are believed to
be comparable to those other issuers of similar credit risk.

OnCure is a provider of capital equipment and business management
services to radiation oncology physician groups that treat
patients at the company's cancer centers.  At December 31, 2009,
the company operated 37 facilities and revenues for 2009 were
approximately $107 million.


ONCURE MEDICAL: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that assigned its 'B'
corporate credit rating to Oncure Medical Corp.  The rating
outlook is stable.  At the same time, S&P assigned its 'B' debt
issue rating and '4' recovery rating to OnCure Holdings Inc.'s
$210 million senior secured notes.  The notes are rated 'B', the
same as the corporate credit rating on Oncure), with a recovery
rating of '4', indicating the expectation of average recovery
(30%-50%) in the event of default.  Proceeds from the $210 million
senior secured notes will repay the outstanding term loan and
subordinated debt.

Englewood, Co.-based Oncure Medical Corp. provides outpatient
radiation oncology services; it owns and operations 37 treatment
centers in 37 markets in three states.  The company was purchased
by Genstar in 2006; Genstar holds a roughly 67% equity stake, with
the remainder being held by private investors and partner
physicians.

"S&P's rating on Oncure reflects its high debt leverage, a
fragmented and competitive market, a modest revenue base with
geographic and technology concentration, and reimbursement risk,"
said Standard & Poor's credit analyst Cheryl Richer.  These
factors outweigh business strengths, which include the essential
nature of its services, favorable demographics, strong market
positions, and a successful business model that aligns the
company's interests with that of radiation oncologists.  Despite a
four-year, phased-in reduction in reimbursement for advanced
radiology treatments, these treatments continue to demand a
substantial premium over traditional external beam therapy.  Thus,
the company's ability to increase advanced treatments, such as
intensity-modulated radiation therapy and image-guided radiation
therapy, as a percentage of total treatments should provide
organic revenue and EBITDA growth over the next several years.
Acquisition activity, which was placed on hold during 2009 as a
result of the recession, is expected to resume and add to revenue
and EBITDA growth.


OPTI CANADA: To Hold Call on First Quarter Results on April 29
--------------------------------------------------------------
Opti Canada Inc. will conduct a conference call to review the
Company's first quarter 2010 financial and operating results and
annual general meeting of shareholders at the Metropolitan
Conference Centre at 333 Fourth Avenue S.W. in Calgary, Alberta.
on April 29, 2010.

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  The first project, Phase 1 of
Long Lake, consists of 72,000 barrels per day of SAGD (steam
assisted gravity drainage) oil production integrated with an
upgrading facility.  The upgrader uses the OrCrude(TM) process
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100% basis, the Project is expected to produce
58,500 bbl/d of products, primarily 39 degree API Premium Sweet
Crude with low sulphur content, making it a highly desirable
refinery feedstock.  Due to its premium characteristics, the
Company expects PSC(TM) to sell at a price similar to West Texas
Intermediate (WTI) crude oil.  The Long Lake Project is being
operated in a joint venture with Nexen Inc.  OPTI holds a 35%
working interest in the joint venture. OPTI's common shares trade
on the Toronto Stock Exchange under the symbol OPC.

                            *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
Moody's Investors Service lowered OPTI Canada's Caa1 Corporate
Family Rating to Caa2, and Caa1 $1.75 billion second lien notes
rating to Caa3.  Moody's also assigned a B1 rating to OPTI's
proposed C$150 million secured revolver and a B2 rating to its
proposed secured notes issue.  The rating outlook remains
negative.  The ratings on the existing C$350 million revolver will
be withdrawn when the new C$150 million revolver closes.

The TCR also said November 18, 2009, Standard & Poor's Ratings
Services assigned its 'B+' debt rating to OPTI Canada Inc.'s
proposed US$425 million senior secured notes due 2012, and its
C$150 million secured revolving credit facility.  (The closing of
the new credit facility is subject to the notes' sale.)  S&P will
withdraw the ratings on OPTI's existing C$350 million credit
facility when the proposed credit facility closes.  S&P also
assigned a '1' recovery rating to the notes and credit facility,
indicating S&P's expectations of very high (90%-100%) recovery in
the event of a default.  S&P views the sale of the proposed notes
as neutral to OPTI's credit profile.


OWENS CORNING: Delaware Files 4th Quarter 2009 Summary Report
-------------------------------------------------------------
Mark W. Mayer, vice president and chief accounting officer of
Owens Corning Delaware, submitted to the Office of the U.S.
Trustee a post-confirmation summary report for the quarter ended
December 31, 2009.

                      Owens Corning Delaware
                         Case No. 00-3837
                     Post-Confirmation Report
               For Quarter Ended December 31, 2009

Cash, beginning of period                         $12,696,000

Total receipts received by Debtor:
Cash sales                                                 0
Accounts receivable                              878,058,000
Proceeds from litigation                                   0
Sale of Debtor's assets                                    0
Capital infusion under Plan                                0
                                              ---------------
Total cash received                              878,058,000
                                              ---------------
Total cash available                              890,053,000

Less disbursement made by Debtor:
Disbursements made under Plan                              0
Disbursement made for administrative claims        1,074,000
Other disbursements                              901,426,000
                                              ---------------
Total disbursements                              902,499,000
                                              ---------------
Cash, at end of period                           ($11,746,000)
                                              ===============

The Chapter 11 cases of the other Owens Corning affiliates have
been closed, Case Nos. 00-3838 through 00-3854.

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's.


OWENS CORNING: Proposes Settlement of NJDEP Claim
-------------------------------------------------
Owens Corning Sales, Inc., fka Owens Corning, seek permission
from Judge Judith K. Fitzgerald of the United States Bankruptcy
Court for the District of Delaware to enter into a settlement of
the claim asserted against it by the New Jersey Department of
Environmental Protection.

The Settlement is related to a lawsuit filed by the New Jersey
Department of Environmental Protection in March 2002 against
Owens Corning and certain former customers of Burlington
Environmental Management Services, Inc. landfill site in
Burlington County, New Jersey.  The action was initiated in the
New Jersey Superior Court, in Burlington County.

The BEMS landfill had been used for many years for waste disposal
by numerous parties, including Owens Corning and certain
municipalities.

The NJDEP Lawsuit sought recovery, on a joint and several basis,
under New Jersey's Spill Compensation and Control Act, for
NJDEP's past and future investigation; clean-up and removal cost
related to the BEMS site; natural resource damages; and a penalty
equal to three times the total clean-up cost as a result of the
defendants' failure to comply with prior administrative orders
requiring clean-up.

NJDEP then filed Claim No. 7212 for $73,600,000 against Owens
Corning on April 12, 2002.  The Claim repeated some or all of the
allegations under the State Court Action and was asserted in the
amount three times NJDEP's claimed remediation costs of
$23,844,514, plus three times its asserted restoration costs of
$669,789.

Owens Corning objected to Claim No. 7212 in September 2003,
contending that environmental cost recovery cases under the Spill
Act, the Comprehensive Environmental Response, Compensation,
Liability Act, and Section 9602 of The Public Health and Welfare
Code are typically settled among potentially responsible parties
by cost-sharing arrangements that equitably account for the
relative volume and toxicity of waste sent to a site by each
party.  In view of this, Owens Corning asked the Bankruptcy Court
to disallow the NJDEP Claim in order to promote the equitable
result of assigning to it only its allowable share of the
response costs at the BEMS site based on its volumetric share and
the relative toxicity of its waste.

Owens Corning further noted that it has agreed to participate in
an alternative dispute resolution process established in the
State Court Action for allocation of liability at the BEMS site
among potentially responsible parties.  The Reorganized Debtor
also agreed to abide by the percentage of liability allocated to
them as a result of the ADR process.

Owens Corning's multi-year discussions with the NJDEP eventually
resulted in the formulation of a Consent Judgment, which reflects
the agreement of the relevant parties regarding the NJDEP Claim
and the resolution of the State Court Action, according to Mark
Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware.

The effectiveness of the Consent Order is conditioned on the
entry of a Bankruptcy Court order allowing the NJDEP Claim as a
Class A6-A Claim in an amount -- which Owens Corning has
calculated as $3,697,054 -- that is calculated to result in the
Settlement payment of $2,000,000 to NJDEP under the Plan, Mr.
Minuti relates.

The salient terms of the Consent Judgment are:

(a) The NJDEP will be allowed a Class A6-A Claim against Owens
     Corning in an amount calculated to result in a cash
     distribution of $2,000,000 under the Plan.  Based on the
     Reorganized Debtor's updated calculations, the NJDEP Claim
     will need to be allowed as a Class A6-A claim for
     $3,697,054 to provide the NJDEP a $2,000,000 recovery.

(b) The Settlement Payment is in reimbursement of NJDEP's Past
     Cleanup and Removal Costs, Future Cleanup and Removal Costs
     and Natural Resource Damages, as these terms are defined in
     the Consent Judgment.

(c) The Settlement Payment is to be credited toward any Global
     Mediated Settlement offer and any settlement reached in any
     consent decrees entered into by the other ADR Participants
     arising out of the Mediation Process.  The Settlement
     Payment is to be applied against and will reduce the amount
     of NJDEP's claims against the other ADR Participants in the
     State Court Action.

(d) In consideration of the Settlement Payment, the State Court
     Action will be dismissed with prejudice as against the
     Debtors, and the NJDEP will provide Owens Corning with a
     covenant not to sue and contribution protection under the
     terms of the Consent Judgment.

(e) The Consent Judgment does not release Owens Corning from
     certain claims, and actions, including:

     -- claims based on Owens Corning's failure to satisfy any
        term or provision of the Consent Judgment;

     -- liability arising from Owens Corning's past, present or
        future discharge or unsatisfactory storage or
        containment of any hazardous substance outside the BEMS
        Site;

     -- liability for any future discharge or unsatisfactory
        storage or containment of any hazardous substance by
        the Settling Defendant at the BEMS Site, other than as
        ordered or approved by the NJDEP;

     -- criminal liability; and

     -- liability for any violation by Owens Corning of federal
        or state law that occurs during or after the remediation
        of the Site.

The Consent Judgment, Mr. Minuti avers, will have no force or
effect, unless both (i) the Consent Judgment is entered by the
State Court, and (ii) the Bankruptcy Court has entered a final
order allowing the NJDEP Claim as a Class A6-A claim against the
Debtors for $2,000,000.

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's.


PALM INC: Michael Abbott Resigns as SVP of Software & Services
--------------------------------------------------------------
On April 12, 2010, Michael R. Abbott, Senior Vice President of
Software and Services, submitted his resignation from Palm, Inc.,
and his employment with the Company terminated effective April 23,
2010.

Palm is implementing a retention program for certain key
employees, including executive officers. The program includes
equity awards and cash bonuses to be earned over a two year period
provided that the individuals remain as employees of the Company.
As part of this program, Jeffrey P. Devine, Palm's Senior Vice
President of Global Operations, and Douglas C. Jeffries, Palm's
Senior Vice President and Chief Financial Officer, each received a
grant of restricted stock units pursuant to Palm's 2009 Stock Plan
and a cash bonus of $250,000.

                        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.


PERPETUA HOLDINGS: Cemecare Acquires Burr and Cedar for $1 Million
------------------------------------------------------------------
According to BreakingNews Center of Chicago, a federal bankruptcy
judge approved the sale of Burr Oak and Cedar Park owned by
Perpetua Holdings to Cemecare LLC for $1 million.

Perpetua Holdings of Illinois, Inc., together with affiliates
Perpetua-Burr Oak Holdings of Illinois, L.L.C., and Perpetua,
Inc., filed for Chapter 11 on September 14, 2009 (Bankr. N.D. Ill.
Case No. 09-34022).  Attorneys at Shaw Gussis Fishman Glantz
Wolfson & Tow represent the Debtors in their Chapter 11 effort.


PHILADELPHIA NEWSPAPERS: Lenders Top Auction with $139MM Offer
--------------------------------------------------------------
Christopher K. Hepp and Harold Brubaker, staff writers at The
Philadelphia Inquirer, report that Brian P. Tierney, CEO of
Philadelphia Newspapers L.L.C., said Wednesday afternoon that the
Company has been sold to its senior lenders for $139 million.
According to the report, the deal includes:

     $39.2 million in debt; and
     $69 million in cash equity, plus
     $30 million, as the estimated value for the purposes of the
         bankruptcy auction, of the Company's real estate

According to the Inquirer, Lawrence G. McMichael, Esq., the lead
attorney for Philadelphia Newspapers, said the senior lenders
expect to close the purchase by late June, and there will be $10
million of liquidity to operate the business.  Mr. McMichael, the
report adds, said that the new owners would have to get a loan to
continue operating the business.  Mr. also said he expected the
sale to move smoothly to confirmation, with the Company coming out
of bankruptcy by the end of June.

A confirmation hearing on the Debtors' plan and sale is set for
May 25, 2010.

The Inquirer also reports that Robert J. Hall, who acted as
adviser to the creditors' committee, said he will be chief
operating officer under the new ownership.  Mr. Hall served as
publisher of The Inquirer and Philadelphia Daily News for 13 years
until he retired in 2003.  Mr. Hall said the Company would hire a
new chief executive officer and publisher, and that the new owners
had someone in mind.

Messrs. Hepp and Brubaker first reported that bidding for
Philadelphia Newspapers began at 3:45 a.m. on Wednesday, nearly 17
hours after the three groups of bidders gathered in a law office
in midtown Manhattan.  The auction was initially slated to start
at 11 a.m. Tuesday at the New York offices of Proskauer Rose
L.L.P., one of the Debtors' two law firms.

The three groups vying for the Company are:

     (A) Local investor group that includes philanthropist David
         Haas, home builder Bruce Toll, insurance company owner
         William Graham, the Carpenters Union pension fund, and
         Raymond G. Perelman and his son, Ronald O. Perelman, who
         joined the group on Monday.  The group had the backing of
         Brian P. Tierney, chief executive officer of Philadelphia
         Newspapers.

     (B) Senior lender group, consisting of Angelo, Gordon & Co.,
         Credit Suisse, Halbis Distressed Opportunities Master
         Fund Ltd., McDonnell Investment Management L.L.C., Venor
         Capital Master Fund L.L.C., and Alden Global Capital.

     (C) Stern Partners Inc., a Vancouver, British Columbia,
         company that owns two Canadian daily newspapers and an
         array of other ventures.

Bloomberg's Business Week reports Pennsylvania philanthropist H.F.
"Gerry" Lenfest joined the Toll group in the last minute, offering
to invest $10 million if needed.  According to Business Week,
Mr. Lenfest said in a phone interview that he made an unsolicited
call to Mr. Tierney to offer his assistance after reading about
the auction in the Inquirer, a newspaper he thinks has contributed
greatly to the region.

The Inquirer notes that details of the three bids were not made
public.

According to the Inquirer, a court filing Tuesday indicated that
Mr. Perelman had provided nearly $12.6 million in equity to the
investors and that his son had contributed $4.4 million.  The
Perelmans also combined to give the investors a $10 million loan.

Last week, the Philadelphia Inquirer reported that the local
investors group 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 Troubled Company Reporter on April 28, 2010, related that
Steve Tawa at KYW Newsradio said 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.  According to KYW Newsradio:

     (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.

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.


PHONETIME INC: Establishes Restructuring Committee
--------------------------------------------------
Phonetime Inc.'s board of directors said last week it has
established a restructuring committee to be comprised of newly
appointed director Salil Munjal, Lead Independent Director who
will also serve as Chair of the Committee, Gary Clifford and Ian
Hochberg.

"The Company is not sufficiently capitalized for the growth it
experienced over the last three years; this has put pressure on
the liquidity and internal processes at the Company. Our aim is to
fix this and continue to grow the Company," said Gary Clifford,
Phonetime's Chairman and Interim CEO.

In conjunction with the establishment of the Restructuring
Committee, the Board has indicated that the Company will commence
discussions with parties regarding the sale of, or partnership
with its Retail Division.  The Committee will work with
Phonetime's management to implement an orderly process for
effecting change.

                       Capitalization Update

The Company's senior lender has placed the Company in special
loans while the Company restructures its business and debt. The
bank has appointed a monitor, and the Company's management is
working with the bank on a plan of restructuring. The Company has
been in violation of its bank covenants under its senior loan
facility since the fourth quarter of 2008. In conjunction with the
move to special loans, the interest on the senior facility has
been raised to prime plus 8% or 10.5% per annum. At March 31,
2010, the Company owed the senior lender $5,000,000.

The Company has also entered into a forbearance agreement with the
holders of the vendor-take-back Debentures established in
conjunction with the 2007 acquisition of Symphony, through July
31, 2010.  At March 31, 2010 the Company owed US$1,331,710
pursuant to these Debentures.

                   Update on Financials Statements,
                         Voluntary Delisting

The Company expects to file its restated financial statements for
2009, as well as its restated financial statements for 2008 and
2007, by May 15, 2010. The Company expects that it will file its
Financials Statement for the first quarter of 2010 by May 30,
2010.

Meanwhile, in an effort to reduce listing costs and capital-
raising restrictions, the Company is completing an application for
the voluntary delisting of Phonetime's common shares from the TSX
and will be applying for a listing on the TSX Venture Exchange.

                         About Phonetime Inc.

Established in 1994, Phonetime (TSX:PHD)is an international
telecommunications Network carrier.  Phonetime provides long-
distance services to major telephone carriers around the world.
Phonetime's common shares trade on the Toronto Stock Exchange
under the symbol PHD.  More information can be found at the
Company's Web site, http://www.phonetime.com/

For more information, please contact:

   Phonetime Inc.
   Gary Clifford
   Chairman of the Board and CEO (Interim)
   Tel: +416-418-9802
   E-mail: gary@phonetime.com
           gary@penfoldcapital.com


PMI MORTGAGE: Moody's Affirms 'B2' Insurance Strength Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the B2 insurance financial
strength rating of PMI Mortgage Insurance Co. and the Caa2 senior
debt rating of the holding company, The PMI Group, Inc.  Moody's
has also changed the rating outlook to positive from negative.

The rating action was prompted by The PMI Group, Inc.'s announced
public offering and pricing of approximately $478 million of
equity and $261 million of convertible senior notes due 2020.  A
portion of the offering's proceeds have been slated to repay
$75 million of the $125 million outstanding under PMI's bank
credit facility.  PMI announced that it would retain up to
$45 million at the holding company and the balance of the offering
proceeds would be contributed to the main operating company in the
form of surplus notes and equity.  The surplus notes are expected
to mirror the holding company's convertible senior notes.  The
proceeds of the offering will strengthen the regulatory capital
position and improve the business prospects of the insurance
company which has been substantially weakened by the housing
crisis, said the rating agency.

Moody's added that the positive rating outlook on the insurance
company reflects PMI's improved business prospects, in an
attractive new production market, as a result of the
recapitalization.  The proceeds of the capital transaction to be
downstreamed to the insurance company, at less than 10% of Moody's
estimate of the present value of PMIs expected claims, modestly
increase PMI's claims paying resources.  However, the transaction
will improve PMI's regulatory capital position, estimated to be
26.6 to one at 1Q2010, and will provide the operating company with
the wherewithal to source new business volumes, which has been on
a downward trend due to the reduction in private mortgage
insurance penetration and a focus on capital preservation.

PMI's 1Q2010 results showed some evidence that delinquency trends
continue to improve as both new delinquency notices and delinquent
inventory declined.  These trends are broadly consistent with
assumptions incorporated into Moody's February 2010 estimate of
$6.9 billion in future claims which incorporated recent
observations that new delinquencies may have peaked.  Despite
these positives, uncertain future demand for mortgage insurance
and weakened capital positions continue to weigh heavily on the
firm and the industry's overall credit profile.

The positive rating outlook on the holding company's debt
securities reflects its demonstrated access to capital and
improved liquidity.  The pledged QBE note, valued by PMI at
$197 million at March 31, 2010, will provide substantial
overcollateralization for the $50 million outstanding on the bank
credit facility and sufficient holding company liquidity for debt
service obligations.  After the maturity of the credit facility in
2011, PMI's remaining debt maturities are long dated.  The next
maturity is the $250 million senior unsecured note due in 2016.
The holding company's strong liquidity and ability to service its
obligations for several years, without reliance on approved
dividends from the insurance company, warrants a thee notch
differential from the operating company's rating, as compared to
the traditional four notch difference for below investment grade
insurance companies.

                     List Of Rating Actions

These ratings have been affirmed, with a positive outlook:

* PMI Mortgage Insurance Co. -- insurance financial strength at
  B2;

* The PMI Group, Inc. -- senior unsecured debt at Caa2, junior
  subordinated debt at Caa3, provisional rating on senior
  unsecured debt at (P)Caa2, provisional rating on subordinated
  debt at (P)Caa3, and provisional rating on preferred stock at
  (P)Ca.

The last rating action on PMI occurred on February 4, 2010, when
its ratings were downgraded and its outlook changed to negative.

The PMI Group, Inc., headquartered in Walnut Creek, CA, is the
holding company for PMI Mortgage Insurance Co., including its
wholly owned subsidiaries and affiliated companies in Europe.  The
PMI Group, Inc., also owns a 50% interest in CMG Mortgage
Insurance Co., and a 42% interest in FGIC Corporation.


POH ASSISTED: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: POH Assisted Living, LLC
        2146 Livernois
        Troy, MI 48083

Bankruptcy Case No.: 10-53709

Chapter 11 Petition Date: April 26, 2010

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

Judge: Phillip J. Shefferly

Debtor's Counsel: Jerome D. Frank, Esq.
                  30833 Northwestern Highway, Suite 205
                  Farmington Hills, MI 48334-5643
                  Tel: (248) 932-1440
                  E-mail: FrankandFrank@comcast.net

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

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

According to the schedules, the Company says that assets total
$2,900,500 while debts total $13,248,540.

A copy of the Company's list of 5 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mieb10-53709.pdf

The petition was signed by Richard P. Mazur, manager.


PQ CORPORATION: Moody's Gives Stable Outlook; Affirms 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service moved PQ Corporation's outlook to Stable
from Negative and affirmed its B3 Corporate Family Rating and debt
ratings.  The move to a stable outlook reflects Moody's
expectations for improvement in PQ's sales volumes and
profitability over the next 12 -18 months.

PQ's stable outlook reflects Moody's expectations for continued
improvements in the company's key end markets, revenue growth,
improved margins after restructuring efforts and good liquidity.
Modest economic growth and a return to more normal inventory
levels are expected to support demand for PQ's products, although
the Potters highway safety business may not grow as quickly as
other PQ businesses as state and municipal tax budgets continue to
be tight and will likely decline as U.S. federal stimulus spending
draws to a close.  Integration of the Ineos Silicas acquisition
and restructuring efforts has lowered PQ's fixed costs and
forecasted sales volume growth will benefit margins.  PQ's
liquidity is primarily due to its elevated cash balance as its
revolving credit facility remains fully drawn.  The company is
expected to remain in compliance with the covenants in this
facility over the next twelve months due to generous add backs to
EBITDA common in many private equity sponsored transactions.

The B3 CFR reflects PQ's high leverage (Net Debt/EBITDA = 7.6x as
of December 31, 2009, including Moody's standard analytical
adjustments) and limited free cash flow.  PQ has remained highly
levered since the acquisition of Ineos' Silicas business.  The
company has not reduced debt beyond required amortizations due to
the absence of free cash flow since the acquisition PQ generated
$13 million of free cash flow in 2009 primarily due to a
$16 million inflow from working capital.  It is expected that 2010
free cash flow generation will improve over 2009 levels, but will
not be significant enough to meaningfully reduce debt.  PQ's
historic earnings stability has benefited from the company's
diverse end markets, a large customer base, and geographically
diverse operations.

These summarizes the ratings:

  -- PQ Corporation

Ratings affirmed:

* Corporate Family Rating - B3

* Probability of Default Rating -- B3

* $200mm First lien revolving credit facility due 2013 - B3 (LGD3,
  46%)

* $1,116mm First lien term loan due 2014 - B3 (LGD3, 46%)

* $460mm Second lien term loan due 2015 - Caa1 (LGD4, 63%)

* Outlook: Stable

Moody's most recent announcement concerning the ratings for PQ was
on April 7, 2009, when Moody's downgraded the CFR to B3 from B2
and moved the outlook to Negative from Stable.  The April 2009
rating action reflected the negative free cash flow generation and
lower performance expectations due to the global economic
slowdown's impact on PQ end markets.

PQ Corporation, headquartered in Malvern, Pennsylvania, is a
leading provider of inorganic specialty chemicals, including
sodium silicate, silicate derivatives, catalysts and engineered
glass materials.  PQ Corporation's sales revenues for the year
ended December 31, 2009, were $1.0 billion.


PROTECTION ONE: Inks Acquisition Agreement with GTCR
----------------------------------------------------
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.

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,
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 of
Protection One, have each executed a tender and support agreement
pursuant to which they have agreed to validly tender 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 Protection One

Protection One, Inc., 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.

At September 30, 2009, the Company had total assets of
$628,119,000 against total liabilities of $711,392,000, resulting
in stockholders' deficiency of $83,273,000.

                           *     *     *

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.  Protection One engaged J.
P. Morgan to advise the Company's Board of Directors in this
process.


REAL ESTATE ASSOCIATES VII: Owns Hampshire House Apartments
-----------------------------------------------------------
Real Estate Associates Limited VII said it holds a 99.9% general
partner interest in Real Estate Associates IV, which, in turn,
holds a 98.99% limited partnership interest in Hampshire House
Apartments Ltd., an Ohio limited partnership.

On April 20, 2010, Hampshire House sold its investment property,
Hampshire House Apartments, to a third party, New Hampshire House
Associates, LLC an Ohio limited liability company, for a gross
sales price of $4,600,000.  After payment of closing costs and
non-recourse notes payable due to an affiliate of the Purchaser,
the Registrant expects to receive a distribution of approximately
$217,000 from the sale of the Property.

The company's receipt of the distribution is contingent upon the
Purchaser closing its financing of the Property, which is expected
to occur on April 28, 2010.  The company had no investment balance
in Hampshire House at December 31, 2009.

                        Going Concern Doubt

In its March 31, 2010 report, Ernst & Young LLP in Greenville,
South Carolina, said the Partnership continues to generate
recurring operating losses.  In addition, notes payable and
related accrued interest totaling $16,195,000 are in default due
to non-payment.  These conditions raise substantial doubt about
the Partnership's ability to continue as a going concern.

                         About Real Estate

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of December 31, 2009.  The Partnership
also holds a general partner interest in Real Estate Associates
IV, which, in turn, holds limited partnership interests in nine
additional Local Limited Partnerships as of December 31, 2009;
therefore, the Partnership holds interests, either directly or
indirectly through REA IV, in 20 Local Limited Partnerships as of
December 31, 2009.  The other general partner of REA IV is NAPICO.
Each of the Local Limited Partnerships owns a low income housing
project which is subsidized or has a mortgage note payable to or
is insured by agencies of the federal or local government.


REED MOUNTAIN: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Reed Mountain, LLC
        c/o Ben Hedlund
        890 12th Street
        Arcata, CA 95521
        Tel: (707) 456-7357

Bankruptcy Case No.: 10-11517

Chapter 11 Petition Date: April 26, 2010

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

Judge: Alan Jaroslovsky

Debtor's Counsel: Stephen T. Davies, Esq.
                  Turner Litigation Services
                  P.O. Box 319
                  Eureka, CA 95502
                  Tel: (707) 496-9666
                  Fax: (707) 445-3319
                  E-mail: turnerlit@gmail.com

Scheduled Assets: $2,926,000

Scheduled Debts: $2,090,466

A list of the Company's 6 largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb10-11517.pdf

The petition was signed by Ben Hedlund.


RICHARD BRUNSMAN: Case Converted to Chapter 7 Liquidation
---------------------------------------------------------
The Hon. J. Vincent Aug, Jr., of the U.S. Bankruptcy Court
Southern District of Ohio converted the Chapter 11 case of Richard
T. Brunsman, Jr., to one under Chapter 7.

As reported in the Troubled Company Reporter on April 6, 2010,
Daniel M. McDermott, U.S. Trustee for Region 9, and Central Bank &
Trust Co. sought for authorization to appoint a Chapter 11 trustee
for or to convert the Debtor's case.

Mr. McDermott and Central Bank said that the Debtor was subjected
to allegations that he:

     a. submitted false information to several banks, including
        information in connection with the loans Central Bank made
        to Data Net One, Inc.;

     b. submitted false UCC cancellation documents to the
        Secretary of State, and caused UCC financing statements to
        be improperly terminated;

     c. falsified tax returns;

     d. pledged collateral that may not have existed; and

     e. intentionally misrepresented the value of collateral.

Central Bank also found out that the Debtor falsified two
insurance policy assignments to Central Bank, one of which is
subject to the same allegation as made by Bank of America in the
district court case.

The Debtor said he is not seeking to rehabilitate the business.
There are no ongoing operations, no
employees, and no income.  In order to pay his creditors, the
Debtor will liquidate its assets, which consist mainly of real
property.

                       About Richard Brunsman

North Bend, Ohio-based Richard T. Brunsman, Jr., owns real estate,
real estate development entities, computer technology entities,
aviation businesses, and personal property assets.  The Debtor
filed for Chapter 11 bankruptcy protection on March 5, 2010
(Bankr. S.D. Ohio Case No. 10-11371).  Charles M. Meyer, Esq., at
Santen & Hughes, assists the Debtor in his restructuring effort.
According to the schedules, the Debtor has assets of $28,731,131,
and total debts of $52,730,212.


RITE AID: Compensation Panel Okays 2011 Bonus Plan for Execs
------------------------------------------------------------
On April 13, 2010, the Compensation Committee of the Board of
Directors of Rite Aid Corporation approved the adoption of the
2011 Bonus Plan, a cash bonus plan for the Named Executive
Officers, other corporate executive officers and key managers, and
the performance goals and target bonus percentages under the 2011
Bonus Plan.  The 2011 Bonus Plan contains a payout matrix for
bonuses based on Rite Aid's attainment of Adjusted EBITDA.  Target
bonus levels for each participant that are defined as a percentage
of base pay were established.

Target bonus levels for fiscal year 2011 for each of the Named
Executive Officers expressed as a percentage of his or her base
pay are:

   * Mary Sammons, Chief Executive Officer, 200%;

   * John Standley, President and Chief Operating Officer,
     125% (as previously disclosed, effective on June 23, 2010 at
     the company's annual stockholders meeting, Mr. Standley will
     assume the additional position of Chief Executive Officer and
     his target bonus level will be 200% for the balance of fiscal
     year 2011);

   * Frank Vitrano, Senior Executive Vice President, Chief
     Financial Officer and Chief Administrative Officer, 110%;

   * Brian Fiala, Executive Vice President, Store Operations, 60%;
     and

   * Douglas Donley, Senior Vice President and Chief Accounting
     Officer, 50%.

Bonuses equal to a multiple of a participant's target bonus will
be paid based on Rite Aid's achievement of the 2011 targets.  One
hundred percent of the target bonus is payable upon satisfaction
of the fiscal year 2011 Adjusted EBITDA targets.  Bonus payments
under the 2011 Bonus Plan increase as performance levels increase
between the minimum and the maximum Adjusted EBITDA targets.  Upon
satisfaction of the minimum Adjusted EBITDA target, the
participant will receive 50% of the target bonus and upon
satisfaction of the maximum Adjusted EBITDA target, the
participant will receive 200% of the target bonus, with increases
between the minimum and maximum Adjusted EBITDA targets.

                         About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

The Company had total assets of $8.049 billion against total
liabilities of $9.723 billion, resulting in stockholders' deficit
of $1.673 billion as of February 27, 2010.

As reported by the Troubled Company Reporter on Oct. 21, 2009,
Moody's affirmed Rite Aid's 'Caa2' corporate family and
probability of default ratings.  Standard & Poor's also affirmed
the 'B-' corporate credit rating, and the outlook is stable.


RONALD HEROMIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ronald John Heromin
        4926 W. San Rafael St.
        Tampa, FL 33609

Bankruptcy Case No.: 10-09657

Chapter 11 Petition Date: April 26, 2010

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

Judge: Caryl E. Delano

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $5,421,693

Scheduled Debts: $15,494,430

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb10-09657.pdf

The petition was signed by Ronald John Heromin.


SAINT VINCENTS: D. McMurray Named Patient Care Ombudsman
--------------------------------------------------------
Diana G. Adams, the United States Trustee for the Southern
District of New York, appointed Daniel T. McMurray --
d.mcmurray@focusmg.com -- of Focus Management Group as patient
care ombudsman pursuant to Section 333 of the Bankruptcy Code.

The Court, upon the oral motion request of the Debtors, has
directed the U.S. Trustee to appoint a patient care ombudsman
seeing that the appointment of one is necessary to monitor the
quality of patient care and to represent the interests of the
Debtors' patients.

Section 333(b) provides that the Patient Care Ombudsman will:

  (1) monitor the quality of patient care provided to patients
      of the debtor, to the extent necessary under the
      circumstances, including interviewing patients and
      physicians;

  (2) report to the court after notice to the parties in
      interest, at a hearing or in writing, regarding the
      quality of patient care provided to patients of the
      debtor; and

  (3) if the ombudsman determines that the quality of patient
      care provided to patients of the debtor is declining
      significantly or is otherwise being materially
      compromised, file with the court a motion or a written
      report, with notice to the parties in interest immediately
      upon making that determination.

In addition, Section 333(c)(1) generally provides that the Patient
Care Ombudsman will maintain any information he obtains by virtue
of his appointment in this case that relates to patients
(including information relating to patient records) as
confidential information.  Pursuant to Rule 2015.1 of the Federal
Rule of Bankruptcy Procedure:

  (a) Reports.  A patient care ombudsman, at least 14 days
      before making a report under Section 333(b)(2) will give
      notice that the report will be made to the court, unless
      the court orders otherwise.  The notice will be
      transmitted to the United States trustee, facility that is
      the subject of the report, and served on the debtor; the
      trustee; all patients; and any committee elected under
      Section 705 or appointed under Section 1102, or, if the
      case is a Chapter 11 reorganization case and no committee
      of unsecured creditors has been appointed under Section
      1102, on the creditors included on the list filed under
      Rule 1007(d); and other entities as the court may direct.
      The notice will state the date and time when the report
      will be made, the manner in which the report will be made,
      and, if the report is in writing, the name, address,
      telephone number, e-mail address, and Web site, if any, of
      the person from whom a copy of the report may be obtained
      at the debtor's expense.

  (b) Authorization to Review Confidential Patient Records.  A
      motion by a patient care ombudsman under Section 333(c) to
      review confidential patient records will be governed by
      Rule 9014, served on the patient and any family member or
      other contact person whose name and address has been given
      to the trustee or the debtor for the purpose of providing
      information regarding the patient's health care, and
      transmitted to the United States trustee subject to
      applicable non-bankruptcy law relating to patient privacy.
      Unless the court orders otherwise, a hearing on the motion
      may be commenced no earlier than 14 days after service of
      the motion.

The Patient Care Ombudsman in the Debtors' cases is expressly
permitted to use the staff of Focus Management Group to assist him
in the performance of his duties and responsibilities, save and
except for his reporting obligations as set forth in Section
333(b)(2).  The Patient Care Ombudsman may resign from the
position for any reason upon 20 days' written notice to the United
States Trustee.

          About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Proposes to Pay Patient Refunds & Expenses
----------------------------------------------------------
Saint Vincents Catholic Medical Centers and its units seek the
U.S. Bankruptcy Court's authority to pay certain ordinary course
payments to or for the benefits of patients and to turn over
certain third-party funds to medical service providers or
otherwise use those funds for their dedicated purposes.

Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, relates that one of the Debtors' most valuable services,
which is currently being marketed for sale as a going concern, is
their right to participate in a unique managed care program with
the United States Department of Defense known as the "Uniformed
Services Family Health Plan."  Under this program, the Debtors
provide health insurance to 11,400 members.  These members, as
patients, are entitled to reimbursement of out-of-pocket amounts
paid to medical providers for services that are covered by the
Debtors' insurance "indemnity" obligations.

In other cases, member-patients pay little or no co-payment and
the medical provider is paid directly by the Debtors.  These
medical providers, in turn, could pursue payment from the member-
patients if the Debtors fail to reimburse the providers for
covered services under the insurance program.  Accordingly, the
Debtors seek to make payments on behalf of the member-patients to
these medical providers as required by the program.

                        Patient Payments

a. Patient Overpayments

The Debtors seek authority to refund undisputed overpayments or
deposits pursuant to Sections 105(a) and 363(b) of the Bankruptcy
Code, regardless of whether those claims to those overpayments
arose prepetition or postpetition.

Patient Refunds occur when patients pays upon receipt of services
and are later reimbursed by their insurance providers, patients
overpay deductibles or copayments, or patient receives financial
assistance for services but as already paid for a portion of the
services received.  The Debtors do not believe it is appropriate
to keep overpayments made by Patients who have utilized the
Hospital's services or those patients at the Debtors' on-going
services.

The Debtors maintain that fulfilling obligations related to
Patient Refunds in the ordinary course of their businesses is
particularly important at this time, particularly for the non-
Hospital services being sold as going concerns.  The Debtors aver
that their failure to meet its patients' expectations by not
refunding undisputed overpayments would result in severe and
irreparable harm to the positive patient relations that the
Debtors have strived to maintain.

b. USFHP Payments

USFHP is a managed health plan sponsored by the Department of
Defense and administered through TRICARE Management Activity for
dependents of active duty members and retired members of the armed
services and their families including those over 65
years of age, regardless of whether they participate in Medicare
Part B.  TRICARE Prime is the managed care option providing
comprehensive and affordable coverage utilizing military
treatment facilities and civilian healthcare networks.

Members of USFHP typically incur minimal expenses sometimes
limited to out-of-pocket expenses like copayments and deductibles.
Family members of active duty men and women and those over 65
receiving Medicare Part B do not pay copayments other than for
pharmacy coverage, thus, receiving essentially free healthcare.
According to the Debtors, USFHP ranked 40 percent higher than the
average national health plan for member satisfaction in 2009.

The Debtors are the designated providers of USFHP serving parts of
New York, New York City, all of New Jersey, eastern Pennsylvania,
and southern Connecticut.  USFHP members have access to the
Medical Centers' facilities.  They also have access to
approximately 8,000 physician service providers and health centers
in the region where a majority of the care is provided. USFHP
currently has 11,400 members in the New York region.

As with any private medical insurance provider, Patients may be
reimbursed for certain out-of-pocket expenses and payments made to
the medical service providers to cover services received by the
members in the ordinary course of USFHP's business.  As a result,
there are amounts that are incurred prepetition and postpetition
due and owing to or for the benefit of members on account of
medical services provided to them as patients.  These payments
include amounts owed for Patient reimbursement for out-of-pocket
payments or to the physicians providing services to Patients in
the ordinary course.

In certain instances, physicians providing services may seek
payments directly from the Patients for otherwise insured coverage
payments.  The Debtors aver that any efforts to collect payments
from Patient or otherwise fail to reimburse Patients for amounts
covered by the USFHP program jeopardizes the going concern value
of this crucial aspect of their business.

        Third-Party Payor Funds, Grants and Similar Funds

In the ordinary course of their services, the Debtors receive
payments from certain third-party payors, including insurance
companies and Federal, State, or other grants, portions of which
are specifically intended for payment (i) of certain programs or
specific expenses or (ii) to certain medical service providers on
account of services provided to the Patients.

These funds are either for Physicians' services or for dedicated
programs provided by the Debtors in furtherance of their
operations.

For the administrative convenience of the parties at issue, these
funds are collected by the Debtors from the third-party payors
with the expectation that the Debtors, in turn, will use or pay
these funds for their intended purposes.  In the case of the
Physician Payments, those amounts account for a portion of the
compensation received by the Physicians for services provided to
the Patients.

The Debtors point out that it is of vital importance to
preservation of value of their services and the facilitation of
the wind down process that they be authorized, in their sole
discretion and upon their sound business judgment, to turn over or
otherwise use third party grants and other funds, regardless of
whether the underlying services were provided by the Physicians
prepetition or postpetition or relate to Program Expenses incurred
prior to or after the Petition Date.

The Debtors estimate that they owe the Patient Refunds, Program
Expenses and Physician Payments in these aggregate amounts:

      Patient Refunds     $937,000
      Program Expenses    $137,000

      Physician Payments   $37,000


                         *     *     *

The Court approved the motion on an interim basis.  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: R. Stack, et al., Wants to Stop Closure Plan
------------------------------------------------------------
Richard Stack, Jane Doe Nurse, John Doe Doctor, Joan Bryson,
Barbara Police, Patricia Slone, John M. Gillen and Jay Kallio,
filed a petition before the Supreme Court of the State of New
York, County of New York, seeking an order:

  (a) permanently enjoining any further actions by the Debtors
      to close St. Vincent's Catholic Medical Center;

  (b) compelling the Debtors to investigate the alleged
      violations of New York Public Health Law; and

  (c) award them their attorney's fees and costs.

Representing the Mr. Stack, et al., Yetta G. Kurland, Esq., at
Kurland, Bonica & Associates, P.C., in New York, relates in a
letter addressed to Judge Cecelia Morris of the U.S. Bankruptcy
Court for the Southern District of New York that she appeared in
front of Judge Diamond in New York State Supreme Court.

At this appearance, Ms. Kurland notes, the Debtors' attorneys
asserted that the New York Supreme Court did not have jurisdiction
because the interim order authorizing the Debtors to implement the
Plan Closure stated that the Bankruptcy Court retained all
jurisdictions on these matters.

Accordingly, Mr. Stack, et al., ask Judge Morris to direct the
Debtors to show cause why the Supreme Court should not enter an
order:

(i) granting a declaratory judgment that under the current
      interim order, the action pending in New York State
      Supreme Court, New York County, STACK et al v. NEW YORK,
      STATE DEPARTMENT OF HEALTH et al., may continue in New
      York State Supreme Court; and

(ii) in the alternative, lifting the stay only as it pertains
      to this issue in order to allow the New York State Action
      to continue.

Mr. Stack, et al., also ask Judge Morris to amend the interim
order authorizing the Debtors to continue the implementation of a
plan closure for the Debtors' Manhattan Hospital and certain
affiliated outpatient clinics and practices.

          Debtors Seek to Enforce Order & Automatic Stay

The Debtors ask the Bankruptcy Court to enforce (i) its interim
order dated April 16, 2010; and (ii) the automatic stay and enjoin
Mr. Stack, et al., from continued prosecution of the state court
proceeding.

The Debtors relate that one of the central purposes of their
Chapter 11 proceeding is continuing to implement the orderly
closure of Saint Vincent's Hospital Manhattan in a manner that
ensures patient health and safety.

On April 16, 2010, the Court entered the Interim Closure Order on
account of the Debtors' closure motion, taking jurisdiction over
the closure and authorizing the Debtors to continue to implement
the closure on an interim basis, subject to a final hearing on
May 6, 2010.

"The clear intent and effect of the State Court Action is to stop
the closure of the Hospital and force the Debtors to continue
operations there indefinitely," says Bradley P. O'Neill, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York --
boneill@kramerlevin.com.  "As such, the State Court Action has a
direct impact on property of the Debtors estates and is in
violation of the automatic stay," he 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: Sec. 332 Ombudsman to be Appointed
--------------------------------------------------
Upon the oral motion request of the Debtors, Judge Morris directs
the U.S. Trustee to appoint a consumer privacy ombudsman in
accordance with Section 332 of the Bankruptcy Code.  Judge Morris
has determined that the appointment of a consumer privacy
ombudsman is necessary to protect "personally identifiable
information" in connection with the sale of certain of the
Debtors' assets.

          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).


SINCLAIR BROADCAST: Annual Shareholders' Meeting Set for June 3
---------------------------------------------------------------
The annual meeting of shareholders of Sinclair Broadcast Group,
Inc., will be held on June 3, 2010, at the Company's corporate
office, 10706 Beaver Dam Road, in Hunt Valley, Maryland, at
10:00 a.m. local time to consider and vote upon:

     -- The election of eight directors, each for a one-year term;

     -- The ratification of the appointment of
        PricewaterhouseCoopers, LLP, as the independent registered
        public accounting firm of Sinclair for the year ending
        December 31, 2010;

     -- The approval of material terms of the executive officer
        performance-based bonus program;

     -- Any other matters as may properly come before the annual
        meeting.

The Board of Directors recommends that the shareholders vote to
elect the Board's nominees for director, ratify the appointment of
PricewaterhouseCoopers, and approve the material terms of the
executive officer performance-based bonus program.

Shareholders of record at the close of business on March 5, 2010,
are entitled to vote at the annual meeting.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of December 31, 2009, Sinclair had total assets of
$1,597,721,000 against total liabilities of $1,799,943,000.  As
of December 31, 2009, Total Sinclair Broadcast Group shareholders'
deficit was $211,950,000, and Noncontrolling interest was
$9,728,000, resulting in Total deficit of $202,222,000.

                           *     *     *

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SINCLAIR BROADCAST: Pinnacle Associates Holds 5.50% of Shares
-------------------------------------------------------------
Pinnacle Associates Ltd. disclosed that as of April 9, 2010, it
may be deemed to beneficially own 2,654,627 shares or roughly
5.50% of the common stock of Sinclair Broadcast Group, Inc.
Pinnacle Associates is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of December 31, 2009, Sinclair had total assets of
$1,597,721,000 against total liabilities of $1,799,943,000.  As
of December 31, 2009, Total Sinclair Broadcast Group shareholders'
deficit was $211,950,000, and Noncontrolling interest was
$9,728,000, resulting in Total deficit of $202,222,000.

                           *     *     *

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SEALY CORP: Discloses Results of April 14 Stockholders Meeting
--------------------------------------------------------------
Sealy Corporation's annual meeting of stockholders was held on
April 14, 2010.  Michael Q. Murray, the Company's Senior Vice
President, General Counsel and Secretary, disclosed in a
regulatory filing that stockholders elected all of Sealy's
nominees for directors; ratified the appointment of Deloitte &
Touche LLP as Sealy's independent registered public accounting
firm for the fiscal year ending November 28, 2010; and approved
the Amended and Restated Sealy Corporation Bonus Plan.  The newly
elected directors are:

     * James W. Johnston;
     * Matthew W. King;
     * Stephen Ko;
     * Gary E. Morin;
     * Dean Nelson;
     * Paul J. Norris; and
     * Richard W. Roedel

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corporation (NYSE: ZZ) --
http://www.sealy.com/-- is the bedding industry's largest global
manufacturer with sales of $1.3 billion in fiscal 2009.  The
Company manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands. Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent. In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets. Sealy is also a
leading supplier to the hospitality industry.

At February 28, 2010, Sealy had $1.011 billion in total assets
against total current liabilities of $212.980 million; long-term
obligations, net of current portion of $829.005 million; other
liabilities of $60.225 million; and deferred income tax
liabilities of $1.997 million; resulting $92.278 million in
stockholders' deficit.  At November 29, 2009, stockholders'
deficit was $107.992 million.


SEALY CORP: FMR, Fidelity Hold 10.380% of Common Stock
------------------------------------------------------
Boston, Massachusetts-based FMR LLC and Edward C. Johnson 3d
disclosed that they may be deemed to beneficially own 9,831,136
shares or roughly 10.380% of the common stock of Sealy Corp.

Fidelity Management & Research, a wholly owned subsidiary of FMR
LLC, is the beneficial owner of 8,811,246 shares or 9.303% of the
Common Stock outstanding of SEALY CORPORATION INC as a result of
acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.
The ownership of one investment company, Fidelity Mid-Cap Stock
Fund, amounted to 6,500,000 shares or 6.863% of the Common Stock
outstanding.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 8,811,246
shares owned by the Funds.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corporation (NYSE: ZZ) --
http://www.sealy.com/-- is the bedding industry's largest global
manufacturer with sales of $1.3 billion in fiscal 2009.  The
Company manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands. Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent. In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets. Sealy is also a
leading supplier to the hospitality industry.

At February 28, 2010, Sealy had $1.011 billion in total assets
against total current liabilities of $212.980 million; long-term
obligations, net of current portion of $829.005 million; other
liabilities of $60.225 million; and deferred income tax
liabilities of $1.997 million; resulting $92.278 million in
stockholders' deficit.  At November 29, 2009, stockholders'
deficit was $107.992 million.


SCHWING AMERICA: Plan Provides Payment of $27-Mil. to Wells Fargo
-----------------------------------------------------------------
Jim Hammeran, staff writer at Business Journal of Minneapolis /
St. Paul, says Schwing America Inc. filed a plan of reorganization
that includes paying off $27 million owed to Wells Fargo & Co.
The company will lend $22 million to Schwing GmbH to combine with
$5 million in cash on hand.

A federal judge has allowed the company to continue to use cash
collateral and a motion filed by the U.S. Trustee to convert the
case to liquidation until June 2, reports says.

Based in Minneapolis, Schwing American Inc. operates a
construction business.  The company filed for Chapter 11
bankruptcy on September 28, 2009 (Bankr. D. Minn. Case No. 09-
36760).  Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath
Nauman, represents the company.  The company listed assets of
between $100,000,001 and $500,000,000, and debts of between
$50,000,001 to $100,000,000.


SECURUS HOLDINGS: S&P Affirms 'B' Rating on Proposed Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
the debt of Securus Technologies Inc., a subsidiary of Dallas-
based inmate telecommunications provider Securus Holdings Inc.
S&P affirmed the 'B' issue-level and '3' recovery ratings on
subsidiary Securus Technologies' proposed term loan, which the
company upsized to $185 million from $170 million, and the
revolving credit facility, which was reduced to $35 million from
$40 million.  The 'B' corporate credit rating and stable outlook
on Securus Holdings Inc. remain unchanged.

The upsizing of the term loan modestly increases leverage for 2010
to approximately 5.9x from the prior anticipated 5.8x, and the
reduction in revolver size does not materially affect liquidity,
since S&P expects Securus to operate at net free cash flow break-
even to positive results over the next few years.  Likewise, the
upsizing does not materially affect recovery prospects for the
secured facilities.

                           Ratings List

                       Securus Holdings Inc

         Corporate Credit Rating              B/Stable/--

           Ratings Affirmed; Recovery Ratings Unchanged

                     Securus Technologies Inc.

               Proposed $185 mil. term loan        B
                Recovery Rating                    3

               $35 mil. revolving credit facility  B
                Recovery Rating                    3


SHERWOOD FARMS: Has Final OK to Use Old Southern Cash Collateral
----------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida, in a final order, authorized Sherwood
Farms, Inc., to use the cash collateral of Old Southern Bank.

As reported in the Troubled Company Reporter on February 5, 2010,
Old Southern claims a first priority security interest in the cash
collateral and is owed $5 million.  Pentagon Capital claims a
second priority security interest in the cash collateral and is
owed $2 million.  The Debtor, as of the Petition Date, estimates
the value of the cash collateral to be at least $8 million.

The Debtor would use the funds on hand and funds to be received
from its receipts from inventory and accounts receivable to fund
its postpetition business.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Old Southern replacement lien
with the same validity, extent, and priority as its prepetition
lien.

                    About Sherwood Farms, Inc.

Groveland, Florida-based Sherwood Farms, Inc., is a grower and
wholesaler of orchids.  Sherwood said owes $7 million to first and
second-lien lenders.  Sherwood said in a filing that cash,
accounts receivable, inventory, and real property are worth
$8 million.

The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.

The Company's affiliate, Sherwood Investments Overseas Limited
Incorporated, filed a separate Chapter 11 petition.


SMURFIT-STONE: To Pay Quarterly Pension to Salaried Plan
--------------------------------------------------------
Smurfit-Stone Container Corp. and its units sought and obtained
authority from the Court to pay in the ordinary course of
business, a quarterly contribution owed to the Smurfit Stone
Pension Plan for Salaried Employees whose benefits were frozen
effective January 1, 2009.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, explains that the amount of the required contributions
for the 2010 plan year is determined based on the Salaried Plan's
funded status as of January 1, 2010, and the quarterly
installments must then be paid by April 15, 2010, July 15, 2010,
October 15, 2010, and January 15, 2011.  Once a final calculation
of the funded status is determined as of January 1, 2010, a true-
up contribution is required to be made on September 15, 2011.

In 2009, the Debtors were not required to make any cash
contributions to the Salaried Plan with respect to that calendar
year as it then was permitted by applicable law to apply certain
credit balances to the contribution amounts that otherwise would
have been payable, Mr. Conlan notes.

For 2010, the Debtors need to contribute approximately $8,700,000
to fully satisfy the Quarterly Contribution which was due for
April 15, he says.

                     About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SRV & ASSOCIATES: Section 341(a) Meeting Scheduled for May 18
-------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of SRV &
Associates, LLC's creditors on May 18, 2010, at 1:30 p.m.  The
meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 804, Chicago, Illinois 60604.

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

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

Kissimmee, Florida-based SRV & Associates, LLC, dba Saratoga
Resorts Villas, is a single asset real estate debtor.  The Company
filed for Chapter 11 bankruptcy protection on April 9, 2010
(Bankr. N.D. Ill. Case No. 10-15778).  Michael L Flynn, Esq., who
has an office in Downers Grove, Illinois, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


SUK HEE: Section 341(a) Meeting Scheduled for May 24
----------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Suk Hee
Suh's creditors on May 24, 2010, at 1:15 p.m.  The meeting will be
held at Room 2610, 725 S Figueroa Street, Los Angeles, CA 90017.

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

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

La Canada Flintridge, California-based Suk Hee Suh filed for
Chapter 11 bankruptcy protection on April 9, 2010 (Bankr. C.D.
Calif. Case No. 10-23682).  Robert M. Yaspan, Esq., at the Law
Offices of Robert M Yaspan, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,000 to $50,000,000.


SUMMIT HOTEL: Fortress Forbearance Expires May 3
------------------------------------------------
Summit Hotel Properties, LLC's forbearance agreement with Fortress
Credit Corp. is expiring on May 3.

On April 21, Summit Hotel announced that Fortress has extended,
until May 3, its agreement to forbear from declaring a default or
otherwise enforcing its rights under Summit's loan with Fortress.
The Company and Fortress have agreed to the material terms of an
extension of the Fortress Loan.  To permit the parties time to
finalize definitive documentation for the extension, Fortress
agreed, pursuant to a Forbearance Agreement to forbear from
declaring a default or otherwise enforcing its rights under the
Fortress Loan until April 5, 2010, which was later amended to
April 19, 2010.  The Forbearance Agreement has been further
amended, pursuant to a Second Amended and Restated Forbearance
Agreement, to extend the period of forbearance until May 3, 2010.

A copy of the Second Amended Forbearance Agreement is available
for free at http://researcharchives.com/t/s?60dd

In March 2007, the Company entered into the Fortress Loan, in the
amount of $99.7 million and with a maturity date of March 5, 2010.
The balance of the Fortress Loan was $85.0 million as of April 5,
2010.

                        About Summit Hotel

Summit Hotel Properties, LLC is a developer, owner and manager of
hotels categorized as mid-scale without food and beverage and
upscale hotels located throughout the United States.  As of
December 31, 2009, the Company owned 65 hotels in 19 states. The
Company's revenues and earnings are derived from hotel operations
of its owned hotels.  An affiliate, The Summit Group, Inc.,
provides a number of services for its hotels, including hotel
operations management, location of acquisition targets and
construction sites, development of construction sites, and
construction supervision.  As of December 31, 2009, Summit Hotel
Properties had two wholly owned limited liability companies that
own hotel properties.  Summit Hospitality I, LLC owns 25 of the
Company's hotels.  In addition, Summit Hospitality V, LLC, is a
wholly owned subsidiary, which owns 13 of the Company's hotels.

Summit Hotel Properties disclosed assets of $527,652,448 against
debts of $441,801,665 as of Sept. 30, 2009.


SUSSER HOLDINGS: Moody's Assigns 'B2' Rating on $425 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the new
$425 million senior unsecured notes maturing 2016 of Susser
Holdings LLC, and affirmed the company's other ratings, including
its B1 Corporate Family Rating and SGL-2 Speculative Grade
Liquidity rating.  The new notes will be used to retire the
existing $300 million of unsecured notes maturing 2013 and
approximately $90 million of outstanding secured term debt
maturing 2012.  The rating outlook remains negative.

Susser's B1 Corporate Family Rating reflects the company's weak
credit metrics and its operating and financial strategies that
favor use of leverage for acquisitions.  The rating also reflects
its regional concentration as well as its moderate scale.
Supporting the rating is Moody's opinion that the long term demand
for motor fuel and convenience items will remain relatively
unchanged, while recognizing that fluctuations have the potential
to significantly affect short term profitability.  The rating is
also supported by Susser's moderate seasonality of cash flow, its
significant portfolio of owned real estate which provides
financial flexibility, good liquidity, and financial policies that
are reasonably protective of creditors' interests.

The rating of the unsecured notes reflects their effective
subordination to outstandings under the revolving credit facility.
The new unsecured notes will be rated one notch higher than the
2013 notes being repaid as the repayment of the secured term loan
reduces the amount of secured debt senior to the unsecured notes.

The rating outlook is negative, reflecting the potential for a
ratings downgrade should the continued instability in Susser's
operating environment cause credit metrics to remain at weak
levels for the longer term.  Ratings could be downgraded should
Susser's operating performance fail to recover from the weak
levels reached in the second half of 2009, or if debt used for
acquisitions increases to levels no longer appropriate for its
current rating.  Specifically, ratings could be downgraded if debt
to EBITDA is likely to remain above 5.5 times for an extended
period, EBITA to interest expense settles below 1.25 times, or
free cash flow is negative for an extended period.  In addition,
ratings could be downgraded if Susser acquires a company with
troubled operating metrics which increases integration risk.  A
change towards a more aggressive financial policy which would
weaken liquidity or result in use of debt for shareholder returns
could also cause ratings to fall.

These ratings were affirmed:

  -- Corporate Family Rating of B1
  -- Probability of Default Rating of B1
  -- Speculating Grade Liquidity rating of SGL-2

This new rating was assigned:

  -- $425 million senior unsecured notes due 2016 rated B2 (LGD 4,
     69%)

This rating is affirmed and will be withdrawn once the proposed
refinancing is complete:

  -- $300 million Senior Unsecured Notes rated B3 (LGD 5, 76%)

The last rating action for Susser Holdings was the affirmation of
ratings and change in outlook to negative on March 11, 2010.
Susser Holdings LLC, headquartered in Corpus Christi, Texas,
operates 527 convenience stores in Texas, Oklahoma, and New Mexico
under the Stripes and Town & Country nameplates.  The company is
also the largest wholesale motor fuel distributor in Texas
supplying 390 independent retailers.  The company generates annual
net revenue of approximately $3.2 billion.


SUSSER HOLDINGS: S&P Assigns 'B+' Rating on $425 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '4' recovery rating on Susser Holdings' proposed $425 million
notes due 2016.  The '4' recovery rating indicates S&P's
expectation for meaningful (30%-50%) recovery in the event of a
payment default.

In addition S&P affirmed all ratings on the company, including the
company's 'B+' corporate credit rating.  The outlook is stable.

Proceeds will be used to refinance existing debt, consisting of
$89.3 million under its term loan due 2012, $300 million unsecured
notes due 2015, and about $5.9 million borrowings under its
revolving credit facility.

Concurrently, Susser is amending and extending its existing
$120 million revolving credit facility (unrated) by extending its
maturity to 2014.

The rating affirmation is based on S&P's expectation that
operating performance will remain adequate despite some margin
pressure due to narrowing fuel margin and lower merchandising
margin from a shift to lower margin products and higher cigarette
taxes.  The refinancing transaction improves Susser's debt
maturity profile.  Pro forma for the refinancing, Susser has no
significant debt maturity until 2014 when the new revolving credit
facility comes due.

The ratings on Susser, a convenience store operator concentrated
in Texas, reflect S&P's concerns about the company's substantial
regional market concentration, its aggressive growth strategy --
both organic and acquisition based, thin operating margins because
of strong price competition, susceptibility to volatility in the
gasoline prices, and thin cash flow protection measures.

Operating results normalized in 2009 (ended Jan. 3, 2010)
following a period of record-high fuel margins from a steep
decline in fuel prices in 2008.  In the fourth quarter ended
Jan. 3, 2010, the retail fuel margin declined to 11.8 cents from
17.7 cents one year ago, while fuel margin in fiscal 2009 declined
to 14.6 cents from 17.8 cents in fiscal 2008.  The lower fuel
margin is partly offset by slight fuel volume growth with retail
average per store gallon growth of 2.4% in fiscal 2009.  Although
merchandise comparable-store sales softened, with comparable-store
sales declining 1.2% in the fourth quarter, comparable-store sales
increased 3.3% in fiscal 2009.  Merchandise profitability was
pressured by a shift to lower-margin products and an increase in
cigarette taxes.  In S&P's view, Susser's operating performance
remained adequate in 2009 because of a healthy economy in its core
market, Texas, and merchandising efforts to drive higher-margin
food service and private-label goods.


TBO INVESTMENT: Chapter 11 Case Summary & Unsecured Creditor
------------------------------------------------------------
Debtor: TBO Investment, LLC
        103 Linda Isle
        Newport Beach, CA 92660

Bankruptcy Case No.: 10-15457

Chapter 11 Petition Date: April 26, 2010

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

Debtor's Counsel: Phu D. Nguyen, Esq.
                  10517 Garden Grove Blvd
                  Garden Grove, CA 92843
                  Tel: (714) 590-1700
                  Fax: (714) 580-7868
                  E-mail: vickie@usaluatsu.com

Estimated Assets: $0 to $50,000

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

In its schedules, the Debtor disclosed assets of $0 and debts of
$2,500,000.

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Cathay Bank               business loan          $2,500,000
Corporate Lending
20195 Stevens Creek Blvd.
Cupertino CA 950141

The petition was signed by David Du Tran, manager.


TECK RESOURCES: Moody's Upgrades Long-Term Debt Ratings From 'Ba1'
------------------------------------------------------------------
Moody's Investors Service upgraded Teck Resources Limited's long-
term debt ratings to Baa3 from Ba1.  The rating outlook is
positive.

The rating action concluded a review initiated on March 4, 2010,
and reflects the company's substantial debt reduction over the
last 18 months and Moody's belief that Teck's investment grade
credit metrics are sustainable over the rating horizon.  Moody's
believes the conditions within the metals and coal markets have
improved to allow Teck the financial flexibility to balance its
uses of free cash flow between investment plans, debt repayment,
and potential shareholder-friendly activities.

Teck's Baa3 rating reflects the company's significant business
diversity and size, meaningful presence in a variety of metals and
ore markets, high-quality/low cost assets primarily in politically
stable regions, and excellent liquidity profile comprised of a
large cash balance, substantial free cash flow generation, and
committed credit facilities.  In addition the investment grade
ratings consider Teck's ability to withstand a sharp downturn in
commodity prices and management's focus on prudent balance sheet
management with a target of maintaining Teck's debt to
capitalization ratio between 25%-30%.

Conversely, the ratings are challenged by the company's debt
maturity profile with significant maturities due in 2014, 2016,
and 2019, volatile demand and pricing for its commodity products,
and fairly high levels of operating and reinvestment risk inherent
to the mining industry.  Earnings and cash flow volatility may
result from the permitting appeals and delays at the Red Dog mine
and the timing of the final investment decision on the Fort Hills
oil sands project.

The positive outlook reflects the expectation that Teck's
investment grade credit metrics will be sustained over the cycle
and debt levels and maturities will be carefully managed.
Specifically, Moody's expects Teck to sustain debt to EBITDA
between 2.0x-2.5x on an adjusted basis throughout pricing cycles.
In the event the combination of expanding demand and pricing
generates sustainable credit metrics at current levels, an upgrade
may result.  An upgrade in the rating will also depend on the
resolution of the Red Dog permitting appeal and prudent management
of capital expenditure requirements.  However, a downgrade could
also result should the company not maintain its EBIT margins and
free cash flow metrics as expected by Moody's.  Negative rating
pressure may result from higher-than-expected capital
expenditures, aggressive debt-financed acquisitions, impairment of
liquidity arrangements, or unanticipated shareholder-friendly
activities.

Upgrades:

Issuer: Teck Resources Limited

  -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3 from
     Ba1

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
     from Ba1

Outlook Actions:

Issuer: Teck Resources Limited

  -- Outlook, Changed To Positive from Review for Possible Upgrade

Moody's last rating action on Teck was on March 4, 2010, when the
corporate family was upgraded to Ba1 from Ba2 and placed on review
for possible further upgrade.

Teck Resources Limited, based in Vancouver, British Columbia, has
a diversified business base with operations in metallurgical coal,
zinc, copper, gold and other investment holdings.  Revenues in
2009 were C$7.7 billion.


TRIBUNE CO: Sidley Austin Bills $5.4MM for December-February
------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in Tribune Co.'s bankruptcy cases filed
interim fee applications:

A. Professionals of the Debtors:

Professional               Period         Fees         Expenses
------------             ---------       -------       --------
Stuart Maue              12/01/09-
                          02/28/10        $196,690      $1,337

Alvarez & Marsal North   12/01/09-
America, LLC             02/28/10       1,685,927       7,439

Mercer (US) Inc.         12/01/09-
                          02/28/10          50,412      15,249

Daniel J. Edelman, Inc.  12/01/09-
                          02/28/10          32,577           0

Cole, Schotz, Meisel,    12/01/09-
Forman & Leonard, P.A.   02/28/10         313,886      13,336

Sidley Austin LLP        12/01/09-
                          02/28/10       5,426,757     205,852

Dow Lohnes PLLC          12/01/09-
                          02/28/10         588,500       3,025

Jenner & Block LLP       12/01/09-
                          02/28/10         199,975       2,475

Paul, Hastings, Janofsky 12/01/09-
& Walker LLP             02/28/10          42,365       3,992

PricewaterhouseCoopers   12/01/09-
LLP                      02/28/10         974,638      29,647

Lazard Freres & Co. LLC  12/01/09-
                          02/28/10         600,000      41,682

Stuart Maue is the fee examiner.  Alvarez & Marsal serves as
restructuring advisors to the Debtors.  Mercer is the Debtors'
compensation consultant.  Daniel J. Edelman serves as corporate
communications and investor relations consultants to the Debtors.
Cole Schotz acts as co-counsel to the Debtors.  Sidley Austin
serves as the Debtors' counsel.  Dow Lohnes is the Debtors'
regulatory counsel.  Jenner & Block and Paul Hastings serve as
special counsel to the Debtors.  PwC acts as the Debtors' tax
advisors and independent auditors.  Lazard Freres serves as the
Debtors' financial advisor.  Seyfarth Shaw serves as employment
litigation counsel to the Debtors.

B. Professionals of the Official Committee of Unsecured
   Creditors:

Professional               Period         Fees         Expenses
------------             ---------       -------       --------
Chadbourne & Parke LLP   12/01/09-
                          02/28/10     $4,996,359       $234,831

Landis Rath & Cobb LLP   12/01/09-
                          02/28/10        351,329         31,730

AlixPartners, LLP        12/01/09-
                          02/28/10      1,015,535          5,941

Moelis & Company LLC     12/01/09-
                          02/28/10        600,000          7,356

Zuckerman Spaeder LLP    12/01/09-
                          02/28/10      1,000,919      1,031,725

Chadbourne and Landis Rath serve as the Committee's co-counsel.
AlixPartners acts the Committee's financial advisor.  AlixPartners
is the Debtors' financial advisor.  Moelis & Company serves as the
Committee's investment banker.  Zuckerman acts as the Committee's
counsel.

                      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)


TRIUMPH GROUP: Moody's Confirms 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed the Ba2 Corporate Family and
Probability of Default ratings of Triumph Group, Inc., and
affirmed the SGL-2 speculative grade liquidity rating.  Moody's
also lowered the senior subordinated notes rating to B1 from Ba3.
These actions complete the review for possible downgrade initiated
on March 23, 2010, upon the announcement of Triumph's proposed
acquisition of Vought Aircraft Industries, Inc.  The ratings on
Vought were affirmed -- corporate family rating at B2.  The
ratings outlook is stable.

In connection with financing for the Vought acquisition, Moody's
assigned a Baa3 rating to the company's proposed $300 million
senior secured term loan B, and a Ba3 rating assigned to the
proposed $400 million senior unsecured notes.

Confirmation of the Ba2 corporate family rating reflects Moody's
expectation that Triumph's solid track record of operating
performance will lead to substantial free cash flow over the near
term that can be used to reduce debt and bring leverage metrics
back in line with the rating level.  Further, Moody's believe the
addition of Vought will expand Triumph's capabilities as a Tier
One aerospace supplier and enhance its growth opportunities
without compromising its balance sheet and credit profile.  The
acquisition of Vought, a transforming event with revenue and
EBITDA more than doubling, will lead to only a moderate increase
in funded indebtedness due to the substantial equity proportion of
the purchase price.  Adjusted leverage will, however, increase
more significantly after operating leases and the estimated
$560 million underfunded pension liability of Vought (after a
$50 million voluntary contribution).  The resulting pro forma
adjusted debt to EBITDA is expected to increase at closing to
about 4x from under 3x now for Triumph.  This level is outside the
typical Ba2 range, but expected to decrease rapidly as a result of
the strong combined cash flow from operations projected for the
next several years.  Moody's estimate free cash flow generation to
be over $950 million cumulative over the next five years, or more
than 65% of funded debt.  The projected adjusted operating margin
for the consolidated company is expected to be strong at about
11%, and other credit metrics of retained cash flow to debt and
EBIT to interest also consistent with other companies at the Ba2
rating level.

Realization of the projection is supported by the substantial pro-
forma backlog of over $3.3 billion, as of December 31, 2009, and
the resulting company's position as a major Tier One capable
supplier.  Notably much of Triumph's and Vought's products are
under long-term contracts, often sole-sourced.  The pro-forma
company will have strong presence in both commercial (50% of
sales) and defense (36% of sales) aerospace markets, across many
defense and Boeing commercial platforms.  While Moody's recognize
that the aerospace market is cyclical with the commercial, and
more so, the business jet markets having been under pressure,
Moody's believe that the demand trend is improving and that the
military aircraft platforms for the pro-forma Triumph will
continue to experience organic growth.

The affirmation of the company's SGL-2 Speculative Grade Liquidity
rating reflects expectation for continuation of a good liquidity
profile over the next 12-18 months.  The company is expected to be
a significant generator of free cash flow and ample external
liquidity should be available from the proposed expanded
$525 million (up from $485 million) secured revolving credit
maturing in 2014 and amended $175 million (to be upsized from
$125 million) accounts receivable securitization facility.  It is
anticipated that borrowings under the revolving credit facility
associated with the Vought acquisition will be repaid by Triumph's
fiscal year end of March 31, 2011.  Required scheduled
amortization of the new $300 million term loan B is minimal.  Cash
requirements for the possible put or call of the $179 million
subordinated convertible notes in October 2011 could be met by
operating cash flow.  The SGL rating also considers that all of
the company's assets will now secure the amended revolver and the
new term loan B, limiting alternate sources of liquidity from the
sale of assets.

The stable rating outlook reflects Moody's expectation that, post
the acquisition of Vought, Triumph will focus on debt reduction
consistent with management's targeted normalized debt to total
capitalization level of 40% or lower, while benefiting from its
order backlog and new program awards.  Additionally, the good
liquidity profile combined with the company's technical, platform
and customer base, and likely cost/revenue benefits from the
acquisition should enable Triumph to strengthen credit metrics
over the near-term.

Proceeds from Triumph's proposed $300 million senior secured
term loan B and $400 million senior unsecured notes will be used,
along with Triumph's common stock initially valued at about
$460 million, nearly $300 million of Triumph and Vought balance
sheet cash, and draws on the company's revolving credit and A/R
securitization facilities, to finance the acquisition of Vought
from The Carlyle Group for a total of $1.44 billion.  The term
loan B and the revolving credit will be secured by substantially
all assets of Triumph and Vought.  Post closing of the transaction
currently anticipated for late June/early July 2010, subject to
regulatory and shareholder approvals, Carlyle will own
approximately 31% of the outstanding stock of Triumph.

These ratings/assessments have assigned:

  -- $300 million senior secured term loan B, Baa3 (LGD2, 14%);
  -- $400 million senior unsecured notes, Ba3 (LGD4, 60%).

These ratings/assessments have been confirmed:

  -- Corporate Family Rating, Ba2,
  -- Probability of Default Rating, Ba2.

This rating has been affirmed:

  -- Speculative Grade Liquidity Rating, SGL-2.

These ratings/assessments have been downgraded:

  -- $175 million senior subordinated notes, to B1 (LGD6, 90%)
     from Ba3 (LGD4, 67%).

The ratings of Vought Aircraft, including the B2 Corporate Family
Rating, have been affirmed and will be withdrawn upon conclusion
of the subject transaction.

The last rating action for Triumph was on March 23, 2010, when the
company's Ba2 CFR, Ba2 PDR, and Ba3 senior subordinated notes
rating were placed on review for possible downgrade.  The
company's SGL rating was changed to SGL-2 at that time.

Triumph Group, Inc., headquartered in Wayne, PA, designs,
engineers, manufactures, repairs and overhauls aircraft components
and accessories.  Vought Aircraft, based in Dallas, Texas, is a
global manufacturer of aerostructures for commercial, military and
business jet aircraft.


UNISON INVESTMENTS: Chapter 11 Case Summary & Unsecured Creditor
----------------------------------------------------------------
Debtor: Unison Investments, LLC
        26478 Ynez Road
        Temecula, CA 92591

Bankruptcy Case No.: 10-22318

Chapter 11 Petition Date: April 26, 2010

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Debtor's Counsel: Vincent Renda, Esq.
                  Renda Law Offices PC
                  600 W Broadway Ste 400
                  San Diego, CA 92101
                  Tel: (619) 702-4305
                  Fax: (619) 515-1197
                  E-mail: vr@rendalawoffices.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Raytheon Development      Services               $10,000
8690 Aero Drive
San Diego, CA 92123

The petition was signed by Kevin A. Tucker.


US FIDELIS: Sues Credit Card Processors to Recover Funds
--------------------------------------------------------
US Fidelis, Inc., has filed an adversary complaint against First-
Citizens Bank and Trust Company, as successor in interest by
merger to First Regional Bank; and Intuit Inc., as successor in
interest by merger to Electronic Clearing House Inc.  According to
netDockets, the Debtor wants the defendants to turn over millions
of dollars in funds held in a reserve account at First Citizens
Bank related to credit card processing arrangements between US
Fidelis and the defendants.

netDockets relates US Fidelis asserts that it made two
unsuccessful written demands on Intuit for turnover of the funds.
When it filed for bankruptcy, the Debtor had five bank accounts at
First Citizens Bank -- one reserve account and four merchant
accounts.  To accept payment by credit card from its customers, US
Fidelis entered into a Merchant Bank Card Agreement with First
Citizens.  First Citizens separately contracted with Intuit to
provide merchant services on its behalf and, as a result, Intuit
was the entity that actually processed credit card payments for US
Fidelis, according to the complaint.

netDockets relates that pursuant to the Merchant Bank Card
Agreement, First Citizens could require US Fidelis to fund and
maintain the reserve account "as security against any costs,
losses or expenses incurred by [First Citizens] in connection with
the provision of Merchant Services to" US Fidelis.  As a result,
Intuit determined the appropriate amount to deposit in the reserve
account and automatically transferred the appropriate amount into
the reserve account each time it processed a credit card payment.

According to netDockets, as of the petition date, the reserve
account held in excess of $4.3 million.  At that time, US Fidelis
was receiving approximately $40,000 monthly in credit card
payments from customers, but acknowledges in the complaint that
the amount will "continue to shrink rapidly with each passing
month."  As a result, it sought the turnover of a "definitive and
significant" amount of the reserve account from Intuit, but the
funds have not been turned over to date.  According to netDockets,
the complaint seeks turnover of those funds as well as "reasonable
costs and attorneys fees due to Intuit's willful failure to comply
with the written demands by Debtor to turnover property of the
estate."

Wentzville, Missouri-based US Fidelis, Inc., is a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $74,386,836, and total debts of $25,770,655.


VIEWCREST INVESTMENTS: Files Amended List of Unsecured Creditors
----------------------------------------------------------------
Viewcrest Investments, LLC, filed with the U.S Bankruptcy Court
for the District of Oregon amended list of its 20 largest
unsecured creditors, disclosing:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
J. Nicole DeFever              Contingent Claim    Unknown
DOJ Trial Division
1162 Court S. NE
Salem, OR 97301

Russel Baldwin                 Attorney Fees        $200,000
P.O. Box 1242
Lincoln City, OR 97367

Madras, Oregon-based Viewcrest Investments, LLC, filed for Chapter
11 bankruptcy protection on March 18, 2010 (Bankr. D. Ore Case No.
10-32146).  Charles Thomas Boardman, Esq., who has an office in
Portland, Oregon, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$500,001 to $1,000,000 in liabilities.


WALKING COMPANY: Emerges From Chapter 11 Protection
---------------------------------------------------
The Walking Company Holdings, Inc., said it has successfully
completed all conditions of its reorganization plan and today
emerged from Chapter 11.

"Entering voluntary Chapter 11 protection with a plan and the
continued support of our lenders enabled the Company to emerge in
an expeditious manner," said Andrew Feshbach, The Walking
Company's CEO, in an April 28 statement.  "Today I would like to
again thank all of the professionals working on behalf of the
company -- the unsecured creditors committee, landlords, financial
institutions, and otherwise -- on their diligence in achieving
this outstanding result."

As outlined in the Plan, the Company exits bankruptcy with 207 of
its former 210 locations of The Walking Company remaining open.
The Company will also pay all of its debts and future obligations
to trade creditors.

In addition, the Company's common stock will continue to trade
under the symbol WALK.PK.

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WASHINGTON MUTUAL: Shareholders Want Probe on Bank Sale
-------------------------------------------------------
Shareholders of Washington Mutual Inc. have called for the
appointment of an independent examiner to probe the 2008 seizure
and sale of the collapsed bank's assets to JPMorgan Chase & Co,
according to Bankruptcy Law360.

Law360 says the demand for an investigation was provoked in part
by WaMu's plan to release JPMorgan and the Federal Deposit
Insurance Corp. from potentially billions of dollars worth of
litigation claims.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WILLIAM AUSTIN: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: William Russell Austin, Jr.
               Kimberly Lee Austin
               11357 Talon Trace
               Fishers, IN 46037

Bankruptcy Case No.: 10-06011

Chapter 11 Petition Date: April 26, 2010

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Eric C Redman, Esq.
                  Redman Ludwig PC
                  151 N Delaware St Ste 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  E-mail: ksmith@redmanludwig.com

Scheduled Assets: $870,115

Scheduled Debts: $1,523,053

A list of the Company's 11 largest unsecured creditors is
available for free at http://bankrupt.com/misc/insb10-06011.pdf

The petition was signed by William Russell Austin, Jr. and
Kimberly Lee Austin.


WILLIAM GILGER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: William J. Gilger
        8112 Stickey Run
        Bull Valley, IL 60098-8194

Bankruptcy Case No.: 10-72081

Chapter 11 Petition Date: April 26, 2010

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

Judge: Manuel Barbosa

Debtor's Counsel: Bradley T. Koch, Esq.
                  Holmstrom & Kennedy P.C.
                  P.O. Box 589
                  Rockford, IL 61105
                  Tel: (815) 962-7071
                  Fax: (815) 962-7181
                  E-mail: bkoch@holmstromlaw.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 William J. Gilger.


WILLIAM MITCHELL: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: William Henry Mitchell
               Nancy Victoria Mitchell
               516 Franklin Road
               Franklin, TN 37069

Bankruptcy Case No.: 10-04445

Chapter 11 Petition Date: April 26, 2010

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Thomas Larry Edmondson Sr., Esq.
                  T. Larry Edmondson Attorney at Law
                  800 Broadway, 3rd Floor
                  Nashville, TN 37203
                  Tel: (615) 254-3765
                  Fax: (615) 254-2072
                  E-mail: ledmondson@ECF.EPIQSystems.com

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

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

A copy of the Joint Debtors' list of 10 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-04445.pdf

The petition was signed by the Joint Debtors.


W.R. GRACE: Files Amendments to Chapter 11 Plan
-----------------------------------------------
W.R. Grace & Co., its debtor-affiliates, the Official Committee
of Asbestos Personal Injury Claimants, the Asbestos Personal
Injury Future Claimants' Representative and the Official Committee
of Equity Security Holders filed with the U.S. Bankruptcy Court
for the District of Delaware on April 22, 2010, a further amended
version of the First Amended Joint Chapter 11 Plan of
Reorganization.

As previously reported, Plan Proponents submitted a First Amended
Plan and Disclosure Statement in February 2009.  The Plan
Proponents then submitted to Judge Judith K. Fitzgerald four sets
of modifications to the Plan.

The Amended Plan was further amended through March 19, 2010, to
incorporate provisions with respect to Asbestos Personal Injury
and Asbestos Property Damage Channeling Injunctions and releases.

              Asbestos PI Channeling Injunction

Under the Amended Plan, the sole recourse of the holder of Class 6
Asbestos PI Claims will be to the Asbestos PI Trust pursuant to
the provisions of the Asbestos PI Channeling Injunction, the
Asbestos PI Trust Agreement, and the Asbestos PI Trust
Distribution Procedures, as defined in the Plan.

On the effective date of the Amended Plan, without any further
action of any entity, all liabilities, obligations and
responsibilities of any Asbestos Protected Party with respect to
all Asbestos PI Claims, as defined in the Plan, will be channeled
to and assumed by the Asbestos PI Trust.

From and after the Effective Date, the Asbestos PI Channeling
Injunction will apply to all present and future Holders of
Asbestos PI Claims arising out of or based on any Asbestos PI
Claim.

The Asbestos PI Channeling Injunction not enjoin (i) the rights of
Entities to the treatment accorded them under the Plan, (ii) the
rights of Entities to assert any claim, debt, obligation or
liability for payment of expenses of the Asbestos PI Trust solely
against the Asbestos PI Trust or the Asbestos PI Trust assets,
(iii) the rights of the Asbestos PI Trust to prosecute any cause
of action or to assert any Claim, Demand, debt, obligation, or
liability for payment against any entity, except for the Sealed
Air Indemnified Parties or the Fresenius Indemnified Parties, (iv)
the rights of the Asbestos PI Trust to receive any settlement,
award, payment of cash or other property from any Entity, and (iv)
BNSF Railway Company, The Great Northern Railway Company,
Burlington Northern, Inc., Burlington Northern Railway Company,
The Burlington Northern and Santa Fe Railway Company --
collectively called BNSF -- from asserting any claim under Section
101(5) of the Bankruptcy Code for insurance coverage.

Except as otherwise expressly provided in this Plan, the Sealed
Air Settlement Agreement, or the Fresenius Settlement Agreement,
nothing contained in this Plan will constitute or be deemed a
waiver of any claim, right, or cause of action that the Debtors,
the Reorganized Debtors, or the Asbestos PI Trust may have against
any Entity in connection with or arising out of or based on any
Asbestos PI Claim.

              Asbestos PD Channeling Injunction

The sole recourse of the holder of Class 7A Asbestos Property
Damage Claim will be to the Asbestos PD Trust pursuant to the
provisions of among others, the Asbestos PD Channeling Injunction,
the Asbestos PD Trust Agreement.  The sole recourse of the
Asbestos PD Claim Holder in Class 7B will be to the Asbestos PD
Trust pursuant to the provisions of, among others, the Asbestos PD
Channeling Injunction and the Asbestos PD Trust Agreement.

On the other hand, the sole recourse of the Holder of a CDN ZAI PD
Claim -- or property damage claim relating to the removal of
Zonolite Attic Insulation from their homes -- will be to the CDN
ZAI PD Claims Fund.

On the Plan Effective Date, without any further action of any
entity, all liabilities, obligations, and responsibilities of any
Asbestos Protected Party, as defined in the Plan, with respect to
all Asbestos PD Claims will be channeled to and assumed by the
Asbestos PD Trust.

Effective automatically on the Effective Date, the Asbestos
Protected Parties will be unconditionally, irrevocably and fully
released from (a) any and all Asbestos-Related Claims, (b) any and
all claims, debts and damages under the Sealed Air Settlement
Agreement, as defined in the Plan, and (c) any other claims and
causes of action arising under Chapter 5 of the Bankruptcy Code.

On and after the Effective Date, (1) the sole recourse of the
Holder of an Asbestos PD Claim or a Successor Claim arising out of
or based on any Asbestos PD Claim on account thereof will be to
the Asbestos PD Trust; and (2) the sole recourse of a Holder of a
CDN ZAI PD Claim or a Successor Claim arising out of or based on
any CDN ZAI PD Claim, will be as set forth in the CDN ZAI Minutes
of Settlement, pursuant to the provisions of the Asbestos PD
Channeling Injunction.

Asbestos PD Claim Holders and CDN ZAI PD Claim Holders will have
no right whatsoever at any time to assert their Asbestos PD Claim
against the Debtors, Reorganized Debtors, any other Asbestos-
Protected Party, as defined in the Plan.  All Holders permanently
and forever will be stayed, restrained, and enjoined from taking
any and all legal or other actions, including:

All Asbestos PI Claim Holders will be permanently and forever
stayed, restrained and enjoined from taking any and all legal or
other actions or making any demand against any Asbestos Protected
Party or any property or interest in property of any Asbestos
Protected Party, including:

  (a) commencing, conducting, or continuing in any manner,
      directly or indirectly, any suit, action, or other
      proceeding in any forum against or affecting any Asbestos
      Protected Party, or any property or interest in property
      of any Asbestos Protected Party;

  (b) enforcing, levying, attaching collecting or otherwise
      recovering by any means any judgment, award, decree, or
      other order against any Asbestos Protected Party, or any
      property or interest in property of any Asbestos Protected
      Party;

  (c) creating, perfecting, or otherwise enforcing any
      Encumbrance against any Asbestos Protected Party, or any
      property or interest in property of any Asbestos Protected
      Party;

  (d) setting off, seeking reimbursement of, indemnification or
      contribution from, or subrogation against, or otherwise
      recouping any amount against any liability owed to any
      Asbestos Protected Party; and

  (e) proceeding in any other manner with regard to any matter
      that is subject to resolution pursuant to the Asbestos PI
      Trust, the CDN ZAI Minutes of Settlement in the case of
      CDN ZAI PD Claims.

        Reservations from Injunction for BNSF's Benefit

The Asbestos Insurance Entity Injunction, as defined in the Plan,
will not enjoin BNSF from asserting any claim for insurance
coverage.  However, BNSF will be enjoined from asserting any claim
against any Entity or policy entitled to protection under the
terms of the Arrowood Rule 9019 Settlement Agreement, as defined
in the Plan.

Effective as of the Effective Date, the Debtors and the
Reorganized Debtors fully, finally and forever release, relinquish
and discharge each and every claim, cause of action, or right of
the Debtors, the Reorganized Debtors or any of them, arising under
the Bankruptcy Code, which seek recovery of or with respect to any
payment by, or transfer of any interest in property of, any of the
Debtors on account of an Asbestos PI Claim, Asbestos PD Claim, or
CDN ZAI PD Claim, or any claim that would have constituted an
Asbestos PI Claim, Asbestos PD Claim, or CDN ZAI PD Claim should
the Payment or Transfer not been made.

The Plan Proponents also incorporated releases of the Sealed Air
Indemnified Parties Fresenius Indemnified Parties.

       Releases by Holders of Claims or Equity Interests

Each Holder of a Claim or Equity Interest who votes in favor of
the Amended Plan will be deemed to unconditionally have released
the Asbestos Protected Parties, the Creditors' Committee, the
Asbestos PI Committee, the Asbestos PD Committee, the Equity
Committee, Asbestos PI FCR, and the Asbestos PD FCR, from any and
all claims and damages.

           Release by Debtors & Estate Parties

Effective as of the Plan Confirmation Date, but subject to the
occurrence of the Effective Date, each Debtor is hereby deemed to
release and waive conclusively, absolutely, unconditionally,
irrevocably, and forever each and all of the Debtors' and their
Non-Debtor Affiliates' Representatives -- to the extent they
served during the Chapter 11 Cases -- from any and all claims,
obligations, rights, suits, damages, remedies, liabilities, or
causes of action relating to the Debtors, the Debtors' property or
the Chapter 11 cases.

A black-lined copy of the Amended Chapter 11 Plan as of March 2010
is available for free at:

    http://bankrupt.com/misc/GraceMarch2010AmendedPlan.pdf

             Bank Lenders' Objection to Plan Changes

Lenders under the Prepetition Bank Credit Facilities contend that
the Plan Proponents' Updated and Amended Chart summarizing the
remaining objections to the First Amended Joint Plan of
Reorganization, filed March 19, 2010, contains "errors" as to
details regarding the Bank Lender Group.

The Plan Proponents did not seek comments from representatives for
the Bank Lender Group prior to filing the Objection Summary Chart,
Richard S. Cobb, Esq., at Landis Rath & Cobb in Wilmington,
Delaware, complains.  Moreover, the Objection Summary Chart did
not include a return date by which responses must be filed, he
told Judge Fitzgerald.

As previously reported, the Plan Proponents submitted to Court the
Fourth set of Plan modifications that include substantial
modification of the insurance neutrality language of the Plan and
details on settlements of Plan objections.  In this light, the
Debtors submitted to the Court updated and amended chart
summarizing the requirements for the confirmation of, and
enlisting remaining objections to, the Plan.

The Bank Lender Group preserved all rights and sought to make
these corrections to these "errors" identified in the Amended
Objection Summary Chart:

  * modification of the Bank Lender Group's argument on Grace's
    solvency, which paraphrasing "is inaccurate and misleading;

  * re-insertion of the "Lender/Committee Post-Trial Brief;"

  * deletion of quotation marks to the Bank Lender's objection
    to the Plan with respect to rewriting of a contract; and

  * correction of the reference of the "Lender/Committee Pre-
    Trial Brief.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Gets Approval for 2010-2012 Incentive Plan
------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates received approval from
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware of the Grace 2010-2012 Long-Term Incentive
Plan for certain key employees, as part of the Debtors' ongoing
long-term incentive compensation program.

The Court had previously authorized the Debtors to implement the
long-term incentive plans in the Debtors' Chapter 11 cases for
management and other key employees of the Debtor selected to
participate:

  Date of Order           Period of LTIP
  -------------           --------------
  August 26, 2002         2002-2004 LTIP
  March 26, 2003          2003-2005 LTIP
  June 9, 2004            2004-2006 LTIP
  July 13, 2005           2005-2007 LTIP
  July 24, 2006           2006-2008 LTIP
  August 29, 2007         2007-2009 LTIP
  August 26, 2008         2008-2010 LTIP
  April 22, 2010          2009-2011 LTIP

The Debtors' long-standing, ongoing strategy for its long-term
incentive program necessitates that a renewed LTIP be implemented
each calendar year, with no more than three LTIPs in effect in any
year.  Thus, upon the Court's approval of the 2010-2012 LTIP, the
2008-2010 LTIP, the 2009-2011 LTIP, and the 2010-2012 LTIP will
each be active in 2010, Theodore Freedman, Esq., at Kirkland &
Ellis LLP, in New York, relates.

The aggregate targeted award value of the 2009-2011 LTIP will be
$15.5 million, including the chief executive officer of the
Debtors, which will be distributed to Key Employees in the form of
(i) targeted cash payout opportunities and (ii) options covering
shares of common stock of the Debtors' parent corporation, W. R.
Grace & Co.

With respect to a 2010-2012 LTIP award for any specific Key
Employee, the Debtors' management will exercise discretion to
determine the percentage split between the value of the targeted
cash award and the value of options granted for Grace Stock.  This
means that the allocation of the total value awarded to some Key
Employees will be more heavily weighted towards awards of options
for Grace Stock, while others will be more heavily weighted
towards targeted cash payout opportunities, as determined by
Debtors' management, Mr. Freedman says.

In no event will the total targeted cash award opportunities under
the 2010-2012 L TIP exceed 50% of the $15.5 million aggregate
targeted award value, or $7.75 million, Mr. Freedman clarifies.

If earned, the aggregate cash awards under the 2010-2012 LTIP will
not exceed:

  Year Targeted        Cash Payout Maximum      Cash Payout
  -------------        -------------------     --------------
      2012                $2.53 million         $2.53 million
      2013                $5.22 million        $12.47 million
                       -------------------     --------------
     Total                $7.75 million        $15.5 million

Cash awards to Key Employees, if earned, will be made in one-third
and two-thirds installments in 2012 and 2013, which continues the
cash payout practice applicable to the prior Chapter 11 LTIPs,
according to Mr. Freedman.

The performance criteria for the cash awards portion of the 2010-
2012 LTIP are essentially the same as the provisions of the 2009-
2011 LTIP in these respects:

  (a) Business performance for cash awards is measured on a
      three-year performance period, commencing with 2010.

  (b) The applicable compounded annual three-year growth rate in
      core earnings before interest and taxes or EBIT to achieve
      a cash payment of 1 00% of the 2009-2011 LTIP target award
      will be 6% per annum.  Core EBIT for the three-year period
      is adjusted for changes in pension expense and LTIP
      expense.

  (c) Partial payouts for EBIT growth rates between 0% and 6%
      will be implemented on a straight-line basis.

  (d) The amount of the 2010-2012 LTIP cash payments will be
      increased at EBIT compounded annual growth rates in excess
      of the 6%, up to a maximum of 200% of the Base Target Cash
      Award at an annual compounded EBIT growth rate of 25%.

  (e) Cash payouts, if earned, will occur in 113 and two-third
      installments in early March following years two and three
      of the LTIP.  The 113 installment following year two is
      limited to one-third of the Base Targeted Cash Award.

  (f) Cash payout adjustments for a "significant acquisition"
      and a "significant divestiture" applicable to the
      calculation of cash awards under the immediately prior
      Chapter 11 LTIPs will also apply to cash awards under the
      2010-2012 LTIP.

The portion of $15.5 million aggregate targeted award value that
is not allocated to cash award opportunities for Key Employees,
will be awarded to Key Employees in the form of options on Grace
Stock.   The value of an option on a share of Grace Stock granted
under the 2010-2012 LTIP will be calculated by dividing the price
of a share of Grace Stock on the award date  by the applicable
Black Scholes factor, as defined in the LTIP, Mr. Freedman says.

Mr. Freedman discloses that currently, the number of shares of
Grace Stock available for option grants of options under the Plan
equals approximately 1.359 million.  The grants will be awarded
under the Grace 2000 Stock Incentive Plan, which was authorized
and approved by the Court in 2001.

Under the 2010-2012 LTIP, the Debtors anticipate utilizing all
remaining authority under the Plan, including granting options
covering approximately 1.359 million shares of Grace Stock.  In no
event, will the total number of shares covered by grants under the
2010-2012 L TIP exceed the remaining authority under the Plan.

The "strike price" of the stock options awarded under the 2010-
2012 LTIP will be the price of Grace Stock as of the award date.
One-third of the awarded stock options would vest in 2011, one-
third would vest in 2012, and the remaining one-third would vest
in 2013, each on the anniversaries of the award date. The stock
options would generally be exercisable for a period of five years
after grant.

Adjusting the Program for the 2010-2012 L TIP so that the Debtors'
management has the discretion to weight the total value of an
award to any specific Key Employee more heavily towards options on
Grace Stock will allow management to more effectively align the
interests of Key Employees with the interests of the Debtors'
shareholders and other stakeholders, Mr. Freedman contends.

Furthermore, implementing the 2010-2012 LTIP maximizes the value
of the Debtors' estates and furthering the Debtors' efforts to
successfully reorganize during the remaining period of the Chapter
11 process, by promoting the motivation and retention of Key
Employees.

The Debtors must provide sufficient incentives to motivate and
retain a critical mass of their high-performing employees in
sufficient numbers during the remaining pendency of the Debtors'
chapter 11 cases to maximize the likelihood of a successful
restructuring, Mr. Freedman tells Judge Fitzgerald.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Seeks Bankruptcy Court Approval of Chapter 11 Plan
--------------------------------------------------------------
W.R. Grace & Co. asked Judge Judith K. Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware that the Chapter 11
Plan of Reorganization proposed by the Debtors, the Official
Committee of Equity Security Holders, the Official Committee of
Asbestos Personal Injury Claimants and the Future Asbestos PI
Claims Representative, "[is] ready for her verdict on its Chapter
11 exit proposal," Peg Brickley of Dow Jones reported.

Grace and its debtor-affiliates filed their Chapter 11 Plan and
accompanying Disclosure Statement on September 19, 2008.  The Plan
was subsequently amended on November 10, 2008, and modified
further on February 2009.  Modifications have also been made to
the First Amended Plan to include settlements with parties-in-
interest that have filed wide-ranging oppositions the Plan.

Grace's Chapter 11 restructuring, which was commenced in April
2001 is characterized by "intense fights" regarding the Company's
coverage for asbestos injury claims.

According to the report, Theodore L. Freedman, Esq., at Kirkland &
Ellis LLP, in New York, told Judge Fitzgerald during a hearing
dated April 12, 2010, that the Company "has likely reached the end
of the line when it comes to clearing away Chapter 11 plan
objections by way of settlement."

"The fastest way, the most productive way to move the case forward
would be to ask the court to proceed to rule on the outstanding
objections," said Mr. Freedman, according to Dow Jones.

The Court is "waiting for Grace to try to reach deals that would
clear up objections to the plan.  The more Grace settles, the less
[Judge] Fitzgerald has to resolve" in Grace's restructuring,
reported Ms. Brickley.

Judge Fitzgerald would review the final papers in Grace's bid for
confirmation, but did not indicate how she would rule, Ms.
Brickley added.

                Plan Objections Addressed

Judge Fitzgerald approved the separate settlement agreements
between the Debtors and these parties-in-interest with respect to
the allowance of, or resolution of issues regarding, certain
proofs of claim:

  (1) Longacre Master Fund, Ltd., and Longacre Capital Partners
      (QP), L.P.'s Claim no. 9553 is reduced and allowed for
      $8,825,416;

  (2) National Union Fire Insurance Company of Pittsburgh, PA's
      Claim No. 18508 is allowed in separate portions.

Pursuant to the Stipulations, Longacre and National Union agree to
(i) withdraw all of their objections to the Plan, (ii) take no
further actions of any nature that may hinder, delay, or oppose
the action of the Plan Proponents in seeking confirmation of the
Plan, and (iii) not oppose the entry of an order confirming the
Plan.

Certificates of no objection were filed with respect to the
Settlement Agreements.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Swings to $56.3 Mil. Net Income in First Quarter
------------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced its financial results for
the first quarter ended March 31, 2010.  Highlights for the first
quarter:

    * Sales increased 5.0% overall and 23.2% in emerging regions
      compared with the prior year quarter, excluding sales of
      the ART joint venture from both periods.  Emerging regions
      represented 30.9% of Grace sales in the first quarter.

    * As reported, sales were $614.9 million compared with
      $682.1 million in the prior year quarter.  Sales for the
      prior year quarter include $96.6 million of sales of the
      ART joint venture deconsolidated in December 2009.

    * Gross profit percentage increased to 34.8% from 25.0% in
      the prior year quarter.

    * Grace net income increased to $56.3 million from a net
      loss of $38.9 million in the prior year quarter.  Grace's
      diluted EPS was $0.76 compared with a loss of $0.54 in the
      prior year quarter.

    * Adjusted EBIT grew to $64.3 million from $14.1 million in
      the prior year quarter.  Adjusted EPS was $0.50 compared
      with $0.12 in the prior year quarter.

    * Adjusted Operating Cash Flow was $28.7 million compared
      with $69.4 million in the prior year quarter.

    * Adjusted EBIT Return on Invested Capital increased to
      24.0% on a trailing four quarter basis from 20.4% on the
      same basis in the prior year quarter.

"I am pleased with our results for the quarter.  Our improved
profitability reflects better productivity across the company and
a much better operating environment," said Fred Festa, Grace's
Chairman, President and Chief Executive Officer.  "Our results
validate our long-term growth strategy of investing in new
products and new geographies, especially emerging regions.  As we
continue to grow, we are well positioned to leverage our cost
structure and increase our earnings."

                 First Quarter 2010 Results

Sales increased 5.0% overall and 23.2% in emerging regions
compared with the prior year quarter, excluding sales of the ART
joint venture from both periods.  The sales increase was due to
favorable currency translation (3.0%), higher sales volumes
(1.7%), and price increases (0.3%).  As reported, sales were
$614.9 million compared with $682.1 million in the prior year
quarter, a decrease of 9.9% reflecting the deconsolidation of ART
in December 2009.

Gross profit percentage for the first quarter was 34.8% compared
with 25.0% in the prior year quarter.  The improvement in gross
profit percentage was due primarily to a decrease in certain raw
materials and energy costs and lower factory overhead expenses
resulting primarily from the 2009 restructurings.  Gross profit
percentage for the first quarter decreased 1.8 percentage points
compared with the fourth quarter of 2009 due primarily to lower
fixed cost absorption and increased costs for certain raw
materials.

Adjusted EBIT was $64.3 million in the first quarter compared with
$14.1 million in the prior year quarter.  The increase was
primarily due to the improvement in gross profit percentage from
the prior year quarter and the benefit of the cost reduction
actions completed in 2009.  Adjusted EBIT margin was 10.5%
compared with 2.1% in the prior year quarter and 8.9% in the
fourth quarter of 2009.  Grace net income for the first quarter
was $56.3 million, or $0.76 per diluted share, compared with a net
loss of $38.9 million, or a loss of $0.54 per diluted share, in
the prior year quarter.

Adjusted Operating Cash Flow was $28.7 million for the first
quarter, compared with $69.4 million in the prior year quarter.
The first quarter of 2009 benefited from $99.5 million in net
working capital reductions.  On November 30, 2009, Grace completed
the sale of a 5% interest in ART, its joint venture with Chevron
Products Company.  Grace deconsolidated ART's results from its
consolidated financial statements on a prospective basis effective
December 1, 2009.  As a result, Grace now reports its investment
in ART and its portion of ART's income using the equity method of
accounting.  Grace's first quarter 2009 sales and gross profit
percentage excluding ART would have been $585.5 million and 28.4%.

Adjusted EBIT would have been unchanged except for the reduction
in Grace's ownership from 55% to 50%.

                      GRACE DAVISON
         Segment Operating Income up $47.7 million

First quarter sales for the Grace Davison operating segment,
which includes specialty catalysts and materials used in a wide
range of industrial applications, were up 9.7% overall and 27.9%
in the emerging regions compared with the prior year quarter,
excluding ART sales from both periods.  This sales increase was
due to higher sales volumes (6.1%), favorable currency translation
(2.6%) and price increases (1.0%). As reported,
first quarter sales decreased 12.5% from $477.8 million in the
prior year quarter.

Sales of this operating segment are reported by product group as:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $171.9 million
      in the first quarter, down 4.6% from the prior year
      quarter, excluding ART sales from both periods.  Sales in
      this product group were unfavorably affected by lower
      sales volumes, partly offset by favorable currency
      translation.  As reported, first quarter sales decreased
      37.9% from $276.7 million in the prior year quarter.

      The refining industry has been adversely affected by
      decreased demand for refined products and margins that
      have been near historic lows. These conditions, together
      with a contraction in the difference between the cost of
      light and heavy crude oil, has adversely impacted the
      short-term demand for our catalysts.  In response to
      current refining industry conditions, Grace introduced
      three new products in the first quarter to ensure our
      product portfolio continued to meet the industry's needs
      for value performance, ultra-high activity, and maximum
      reduction.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in many industrial, consumer
      and packaging applications were $161.0 million in the
      first quarter, up 20.1% from the prior year quarter.
      Sales in this product group were favorably affected by
      improved customer demand for industrial and consumer goods
      in all regions.  Sales volumes grew strongest in emerging
      regions where sales increased 30.5% compared with the
      prior year quarter.

    * Specialty Technologies -- sales of highly specialized
      catalysts, materials and equipment used in unique or
      proprietary applications and markets were $85.3 million in
      the first quarter, up 27.1% from the prior year quarter
      driven by higher sales volumes and favorable currency
      translation.  Sales of polyolefin catalysts grew 43.4% in
      the first quarter primarily due to increasing customer
      demand, growth in emerging regions and new products, such
      as the POLYTRAK(R) and SIRIUS(R) polyolefin catalysts.
      The award-winning REVELERIS(R) flash chromatography system
      also contributed to new product growth.

Segment operating income of Grace Davison for the first quarter
was $87.7 million compared with $40.0 million in the prior year
quarter, a 119.3% increase, driven primarily by higher sales
volumes, lower fixed and variable manufacturing costs, better
operational productivity and higher income from ART.  Gross profit
percentage was 35.0% compared with 22.1% in the prior year quarter
and 37.1% in the fourth quarter of 2009.  Segment operating margin
was 21.0% compared with 8.4% in the prior year quarter and 20.0%
in the fourth quarter of 2009.  Income from ART increased from the
prior year quarter on good sales volumes and significantly
improved gross profit percentage.

                GRACE CONSTRUCTION PRODUCTS
             Segment Operating Income up 25.8%

First quarter sales for the Grace Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$196.7 million, down 3.7% from the prior year quarter.  The sales
decrease was due to lower sales volumes (6.3%) and prices (1.0%),
partly offset by favorable currency translation (3.6%).  Weak
sales of SCC products in North America and Europe were partly
offset by overall growth in emerging regions.  Sales grew 12.2% in
emerging regions compared with the prior year quarter.  Sales
volumes improved significantly in March in North America and
Europe, increasing 44.4% from February.

First quarter construction trends varied significantly across
regions and within the quarter.  Construction spending continued
to grow in emerging regions including Latin America, the Middle
East, India, ASEAN, and China.  In the United States and certain
countries in Western and Eastern Europe, construction spending
decreased in the quarter.  Preliminary industry data indicates
that first quarter commercial construction starts in the U.S. were
down 34% from the prior year quarter, and preliminary data on the
U.S. infrastructure segment indicates that first quarter spending
was approximately 4% below the prior year quarter.  U.S. Census
Bureau data shows that first quarter residential housing starts
improved from an extremely low base, increasing 17% from the prior
year quarter.

Sales of this operating segment are reported by geographic region
as:

    * Americas -- sales to customers in the Americas were
      $104.3 million in the first quarter, down 6.7% from the
      prior year quarter primarily due to lower customer demand
      for SCC products in North America.  In Latin America, sales
      increased by 19.3% primarily due to better pricing, new
      customer sales and better product penetration.

    * Europe -- sales to customers in Western and Eastern
      Europe, the Middle East, Africa and India were
      $59.3 million in the first quarter, down 5.7% from the prior
      year quarter.  Customer demand remained weak in key
      markets in the region, especially for SCC products.

    * Asia -- sales to customers in Asia (excluding India),
      Australia and New Zealand were $33.1 million in the first
      quarter, up 11.8% from the prior year quarter.  Sales of
      SCC products were favorably affected by sales to new
      customers. Gross profit percentage was 34.7% in the first
      quarter compared with 32.2% in the prior year quarter and
      36.0% in the fourth quarter of 2009.

Segment operating income of Grace Construction Products for the
first quarter was $15.6 million compared with $12.4 million for
the prior year quarter, a 25.8% increase.  The increase was driven
by cost savings from restructuring activities in the first and
second quarters of 2009 and favorable raw materials costs.
Segment operating margin in the first quarter was 7.9% compared
with 6.1% in the prior year quarter and 9.9% in the fourth quarter
of 2009.

                    CORPORATE COSTS

Corporate support function costs (including performance related
compensation) decreased by $0.2 million (1.4%) in the first
quarter compared with the prior year quarter due to the impact of
the 2009 restructuring activities, partly offset by severance
charges related to additional corporate productivity initiatives
in the current quarter.  Other corporate costs (including
environmental remediation) increased by $3.0 million in
the first quarter compared with the prior year quarter primarily
due to costs related to the settlement of a commercial dispute.

                    PENSION EXPENSE

Defined benefit pension expense for the first quarter was
$19.8 million compared with 7 $21.9 million for the prior year
quarter, a 9.6% decrease.  The decrease in costs was primarily
attributable to strong pension plan asset performance in 2009.
Based on the most recent actuarial analysis, 2010 pension expense
is expected to be approximately 5% below 2009 levels.

              INTEREST AND INCOME TAXES

Interest expense was $9.9 million for the first quarter compared
with $9.2 million for the prior year quarter.  The
annualized weighted average interest rate on prepetition
obligations for the first quarter was 3.45%.  Income taxes are
recorded at a global effective rate of approximately 32% before
considering the effects of certain non-deductible Chapter 11
expenses, changes in uncertain tax positions and other discrete
adjustments.  The global effective rate has increased compared
with the 2009 rate of approximately 30% due to increased taxable
income, especially in higher tax-rate jurisdictions.  Grace's
taxable income in the U. S. has generally been offset by available
tax deductions in recent years.  For 2010 the availability of
sufficient tax deductions to fully offset U.S. taxable income
depends on the timing of emergence from Chapter 11.  Income taxes
related to foreign jurisdictions are generally paid in cash.
Taxes paid in cash in the first quarter of 2010 were $6.9 million.

In the first quarter, Grace concluded the settlement of a dispute
with the U.S. Internal Revenue Service and recognized an
income tax benefit of $16.9 million.  The impact of the change in
income tax treatment of the Medicare Part D retiree drug subsidy
enacted in the Patient Protection and Affordable Care Act is
immaterial to Grace.

                CASH FLOW AND LIQUIDITY

Grace's net cash used for operating activities for the first
quarter of 2010 was $5.6 million compared with $54.7 million cash
provided by operating activities for the prior year quarter which
benefited from a significant reduction of net working capital.
Capital expenditures for the first quarter of 2010 were
$17.9 million compared with $16.6 million for the prior year
quarter.

Grace is making strategic capital investments to add capacity for
high-margin and high-growth products, including the previously
announced polypropylene catalyst investment in Germany and the
construction of multiple manufacturing sites for Grace
Construction Products in emerging regions.

At March 31, 2010, Grace had available liquidity of approximately
$844.0 million, consisting of $782.9 million in cash and cash
equivalents and $61.1 million of available credit under various
non-U.S. credit facilities.  Grace believes that these sources and
amounts of liquidity and cash flow from operations are sufficient
to support its business operations, strategic initiatives and
Chapter 11 proceedings until a plan of reorganization is confirmed
and Grace emerges from bankruptcy.

On March 2, 2010, Grace terminated its debtor-in-possession (DIP)
facility and replaced it with a $100 million cash-collateralized
letter of credit facility with a commercial bank to support
existing and new financial assurances.  At March 31, 2010, Grace
held $77.0 million in restricted cash and cash equivalents
to support this facility.

                     USE OF CAPITAL

Grace generates significant Adjusted Operating Cash Flow that is
available for investment to support Grace's growth strategy,
including strategic capital investments, acquisitions and
alliances.  These strategic investments provide the highest return
on invested capital and are prioritized over other uses of
capital. Grace has invested significantly in the growth of its
businesses, including more than $235 million invested in 21
acquisitions since 2001, primarily in the Grace Davison Materials
Technologies and Specialty Technologies product groups and in the
Grace Construction Products operating segment.

Grace made these acquisitions to improve its product offerings and
technologies, to extend its geographic reach and for other
strategic reasons.  In total, these investments were accretive to
earnings and return on invested capital in the years following
acquisition and integration.  While in bankruptcy, Grace has been
limited (or prohibited) from using its capital for certain other
purposes, including debt reduction, pension funding, share
repurchase and paying dividends.  After emergence from bankruptcy,
Grace will consider using available capital in excess of its
strategic investment opportunities to repay debt, reduce
underfunded pension balances and return cash to shareholders in a
way that balances the Company's overall leverage, pension plan
risks and share dilution.

                   CHAPTER 11 PROCEEDINGS

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co.-Conn., filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware in order to
resolve Grace's asbestos-related liabilities.

On September 19, 2008, Grace filed a Joint Plan of Reorganization
as well as several associated documents, including a disclosure
statement, with the Bankruptcy Court.  The Official Committee of
Asbestos Personal Injury Claimants, the Representative for Future
Asbestos Personal Injury Claimants, and the Official Committee of
Equity Security Holders are co- proponents of the Plan.  The
committee representing general unsecured creditors and the
Official Committee of Asbestos Property Damage Claimants and the
Representative for Future Asbestos Property Damage Claimants are
not co-proponents of the Plan.  The Plan is consistent with the
terms of the previously announced settlements of Grace's asbestos
personal injury liability and claim related to the Company's
former attic insulation product, and requires the establishment of
two asbestos trusts under Section 524(g) of the United States
Bankruptcy Code to which all present and future asbestos-related
claims would be channeled.

Confirmation hearings on the Plan concluded in January 2010.
Confirmation and consummation of the Plan are now subject to the
findings of the Bankruptcy Court and the District Court for the
District of Delaware and the satisfaction of other conditions set
forth in the Plan, many of which are outside Grace's control.
Until such findings are made and the conditions to consummation of
the Plan are satisfied or waived, the timing of Grace's emergence
from Chapter 11 will be uncertain.

At an omnibus hearing on April 19, 2010, the Bankruptcy Court
indicated that it had the necessary submissions from the parties
to the Chapter 11 cases to issue a confirmation ruling, but did
not state when a confirmation ruling could be expected.  Grace is
preparing to consummate the Plan as quickly as practicable
following receipt of a confirmation order from the Bankruptcy
Court and the District Court.

Grace's asbestos-related litigation and environmental claims are
subject to compromise under the Chapter 11 process.  Grace has
not adjusted its accounting for asbestos-related assets and
liabilities to reflect the filing of the Plan.  At this time,
Grace is unable to determine a reasonable estimate of the value of
certain consideration payable to the trusts under the Plan.  These
values will ultimately be determined on the effective date of the
Plan.  Grace expects to adjust its accounting for the Plan when
the consideration can be measured and material conditions to the
Plan are satisfied.  Grace expects that these adjustments may be
material to Grace's consolidated financial position and results of
operations.

  W. R. Grace & Co. and Subsidiaries
  Consolidated Balance Sheets
  (Unaudited)
  ==================================     March 31,       Dec. 31,
  Amounts in millions                      2010            2009
  -------------------                    --------        --------
ASSETS
Current Assets
Cash and cash equivalents                 $782.9          $893.0
Restricted cash and cash equivalents
related to letter of credit facility       77.0               -
Trade accounts receivable,
less allowance                            376.4           365.8
Accounts receivable - unconsolidated
affiliate                                   9.1             7.4
Inventories                                237.0           220.6
Deferred income taxes                       56.7            61.5
Other current assets                        88.7            80.4
                                       ---------       ---------
Total Current Assets                     1,627.8         1,628.7

Properties and equipment, net              668.2           690.1
Goodwill                                   114.4           118.6
Deferred income taxes                      854.5           843.4
Asbestos-related insurance                 500.0           500.0
Overfunded defined benefit
pension plans                              31.4            36.7
Investments in unconsolidated
affiliates                                 50.6            45.7
Other assets                               111.0           105.0
                                       ---------       ---------
Total Assets                            $3,957.9        $3,968.2
                                       =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                $3.3           $10.8
Loan payable - unconsolidated
affiliate                                     1               2
Accounts payable                             193             170
Accounts payable - unconsolidated
affiliate                                     4               4
Other current liabilities                    249             308
                                       ---------       ---------
Total Current Liabilities                  450.3           494.7

Debt payable after one year                  0.7             0.4
Loan payable - unconsolidated
affiliate                                  10.5            10.5
Deferred income taxes                       31.7            34.2
Unfunded defined benefit pension plans     516.2           530.4
Other liabilities                           37.7            41.4
                                       ---------       ---------
Total Liabilities
Not Subject to Compromise               1,047.1         1,111.6

Liabilities Subject to Compromise
Debt plus accrued interest                 889.1           882.0
Income tax contingencies                   106.1           117.9
Asbestos-related contingencies           1,700.0         1,700.0
Environmental contingencies                147.5           148.4
Postretirement benefits                    172.8           171.2
Other liabilities and accrued interest     129.7           127.6
                                       ---------       ---------
Total Liabilities
Subject to Compromise                   3,145.2         3,147.1

Total Liabilities                        4,192.3         4,258.7

Equity (Deficit)
Common stock                                 0.8             0.8
Paid-in capital                            447.3           445.8
Accumulated deficit                       (119.1)         (175.4)
Treasury stock, at cost                    (52.2)          (55.9)
Accumulated other comprehensive
income (loss)                            (520.6)         (514.5)
                                       ---------       ---------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                         (243.8)         (299.2)
Non-controlling interest                     9.4             8.7
                                       ---------       ---------
Total Shareholders' Equity (Deficit)      (234.4)         (290.5)
                                       ---------       ---------
Total Liabilities and Shareholders'
Equity (Deficit)                       $3,957.9        $3,968.2
                                       =========       =========

  W. R. Grace & Co. and Subsidiaries
  Consolidated Statements of Operations
  (Unaudited)                              Three Months Ended
  ===================================   March 31,       March 31,
  Amounts in millions                      2010            2009
  -------------------                   ---------       ---------

Net sales                                 $614.9          $682.1
Cost of goods sold                         401.2           511.6
                                       ---------       ---------
Gross profit                               213.7           170.5

Selling, general and
administrative expenses                   121.0           149.7
Restructuring expenses                       2.2            19.1
Research and development expenses           15.3            18.6
Defined benefit pension expense             19.8            21.9
Interest expense and related
financing costs                             9.9             9.2
Provision for environmental
remediation                                   -             0.7
Chapter 11 expenses, net of
interest income                             6.5            10.0
Equity in earnings of
unconsolidated affiliates                  (5.1)           (0.1)
Other (income) expense, net                  3.9             3.6
                                       ---------       ---------
                                          173.5           232.7

Income (loss) before income taxes           40.2           (62.2)
Benefit from (provision for)
income taxes                               16.5            23.4
                                       ---------       ---------
Net income (loss)                           56.7           (38.8)
Less: Net loss attributable to
noncontrolling interest                    (0.4)           (0.1)
                                       ---------       ---------
Net income attributable to
W.R. Grace & Co. shareholders             $56.3          ($38.9)
                                       =========       =========

  W.R. Grace & Co. and Subsidiaries
  Consolidated Statements of Cash Flows
  (Unaudited)                              Three Months Ended
  ===================================   March 31,       March 31,
  Amounts in millions                      2010           2009
  -------------------                   ---------       --------

OPERATING ACTIVITIES
Net income (loss)                          $56.7          ($38.8)
Reconciliation to net cash provided by
(used for) operating activities:
Depreciation and amortization               29.5            27.5
Income taxes (paid), net of refunds         (6.9)            7.7
Payments under defined benefit pension     (13.3)          (11.7)
Changes in assets and liabilities,
excluding effect of foreign currency
translation:
Trade accounts receivable                 (19.6)           39.7
Inventories                               (20.6)           58.7
Accounts payable                           26.1           (16.0)
Other accruals and non-cash items         (57.5)          (12.4)
                                       ---------        --------
Net cash provided by (used for)
operating activities                       (5.6)           54.7

INVESTING ACTIVITIES
Capital expenditures                       (17.9)          (16.6)
Proceeds from termination of
life insurance policies, net                  -            68.3
Transfer to restricted cash
related to letter of credit facility      (77.0)              -
Other investing activities                     -             8.1
                                       ---------       ---------
Net cash provided by (used for)
investing activities                      (94.9)           59.8

FINANCING ACTIVITIES
Dividends paid to non-controlling
interests                                     -           (13.7)
Net (repayments) borrowings                 (7.2)            1.2
Other financing activities                   3.5            (0.4)
                                       ---------       ---------
Net cash (used for)
financing activities                       (3.7)          (12.9)

Effect of currency exchange rate
changes on cash and cash equivalents       (5.9)           (8.0)
                                       ---------       ---------
Increase (Decrease) in cash
& cash equivalents                       (110.1)           93.6
Cash and cash equivalents,
beginning of period                       893.0           460.1
                                       ---------       ---------
Cash and cash equivalents,
end of period                            $782.9          $553.7
                                       =========       =========

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WURZBURG INC: Gets $7.5 Million Offer from Amcor Limited
--------------------------------------------------------
Wayne Risher at The Commercial Appeal reports that packaging-firm
Amcor Limited agreed to offer $7.5 million to acquire Wurzburg
Inc. in a bankruptcy court sale.  An auction is set for May 6,
2010.

Wurzburg Inc. -- http://www.wurzburg.com/-- filed for Chapter 11
bankruptcy to restructure and reorganize its operations and
ownership.  The Company provides packaging materials and
equipment, and printing and material handling.


XERIUM TECHNOLOGIES: Proposes Ernst & Young as Auditor
------------------------------------------------------
Xerium Technologies Inc. and its units seek the Court's authority
to employ Ernst & Young LLP as the Debtors' auditor and tax
advisor, nunc pro tunc to the Petition Date.

As auditor, E&Y will provide the Debtors with:

  (a) audit services, through which E&Y will (i) audit and
      report on the Debtors' consolidated financial statements
      for the year ended December 31, 2010, (ii) audit and
      report on the effectiveness of the Debtors' internal
      control over financial reporting as of December 31, 2010,
      and (iii) review the Debtors' unaudited interim financial
      information before the Debtors file their quarterly
      reports on Form 1O-Q with the U.S. Securities and Exchange
      Commission;

  (b) tax services under Statement of Work No. 1 which include
      (i) assistance with tax issues by answering one-off
      questions, drafting memos describing how specific tax
      rules work, assisting with general transactional issues,
      and assisting the Debtors in connection with their
      dealings with tax authorities, and (ii) participating in
      meetings and telephone calls with the Debtors,
      participating in meetings and telephone calls with taxing
      authorities and other third parties where E&Y is not
      representing the Debtors before the taxing authority,
      reviewing transaction-related documentation, researching
      technical issues, and preparing technical memoranda,
      letters, e-mails, and other written documentation;

  (b) tax services under SOW No. 2 which include:

      -- working with the Debtors' personnel and the Debtors'
         outside legal counsel and financial advisors in
         developing an understanding of the Debtors' business
         objectives and strategies, including understanding the
         tax implications of any reorganization or
         restructuring alternatives the Debtors are evaluating
         that may result in a change in the equity,
         capitalization, or ownership of the shares of the
         Debtors or their assets;

      -- assisting and advising the Debtors in developing an
         understanding of the tax implications of their
         bankruptcy restructuring alternatives and post-
         bankruptcy operations including, as needed, research
         and analysis of Internal Revenue Code sections,
         Treasury regulations, tax-specific provisions of the
         Bankruptcy Code, state tax statutes and regulations,
         foreign tax statutes and regulations, case law, and
         other relevant tax authority and assisting and advising
         in securing rulings from the Internal Revenue Service,
         applicable state or foreign tax authorities;

      -- assisting and advising the Debtors in developing an
         estimate of the expected tax implications of
         restructuring alternatives including reviewing the
         Debtors' asset and stock basis calculations, reviewing
         the Debtors' schedule of tax attributes by entity, and
         evaluating alternatives with respect to the Debtors'
         intercompany accounts;

      -- assisting and advising the Debtors in calculating
         cancellation of indebtedness income for tax purposes;

      -- assisting and advising the Debtors regarding the
         availability of, and limitations on, the use and
         preservation of tax attributes, stock and asset basis
         as a result of the application of the federal, state,
         and foreign cancellation of indebtedness and change in
         control provisions, including the preparation of
         calculations to determine the amount of tax attribute
         reduction related to cancellation of debt income and
         change in control and the estimated impact of attribute
         reduction on projected future taxable income;

      -- providing assistance with tax issues arising in the
         ordinary course of business while in bankruptcy,
         including ongoing assistance with IRS, state and local,
         or foreign tax examinations, and, as needed, research,
         discussions, and analysis of federal, state and local,
         and foreign tax issues arising during the bankruptcy
         period;

      -- advising the Debtors regarding the validity of tax
         claims in order to determine if the tax amount claimed
         reasonably reflects the accurate tax liability pursuant
         to applicable tax law, including tax advisory support
         in securing tax refunds as well as assisting the
         Debtors in managing various state and local claims
         that may be filed;

      -- performing analyses of legal and other professional
         fees incurred during the bankruptcy period for purposes
         of determining future deductibility of the costs for
         U.S. federal, state and local, and foreign tax
         purposes;

      -- assisting with the preparation of documentation, as
         appropriate or necessary, of tax analysis, opinions,
         recommendations, conclusions and correspondence for any
         proposed restructuring alternative, bankruptcy tax
         issues or other tax matters;

      -- performing advisory services regarding tax analysis and
         research related to acquisitions, divestitures, and
         tax-efficient domestic and foreign restructurings; and

      -- performing other related tax advisory services as
         requested by the Debtors and agreed upon by E&Y.

E&Y LLP intends to charge the Debtors with these hourly rates:

  * Audit Services:

    Position                               Hourly Rate
    --------                               -----------
    National Partner                       $700 - 986
    Partner, Principal and Director        $676 - 726
    Senior Manager                         $527 - 613
    Manager                                $447 - 557
    Senior                                 $298 - 406
    Staff                                  $205 - 251

  * Tax Services under SOW No. 1:

    Position                               Hourly Rate
    --------                               -----------
    Principal/Partner                         $630
    Senior Manager                            $535
    Manager                                   $440
    Senior                                    $290
    Staff                                     $135

  * Tax Services under SOW No. 2:

    Position                               Hourly Rate
    --------                               -----------
    Partner/Principal/Executive Director      $765
    Senior Manager                            $615
    Manager                                   $545
    Senior                                    $375
    Staff                                     $190

The firm's professionals will also be reimbursed for necessary
out-of-pocket expenses.

E&Y does not represent or hold any interest adverse to the Debtors
or their estates and satisfies the disinterestedness standard of
Section 327(a) of the Bankruptcy Code, according to Michael T.
Constantino, Esq., a partner at Ernst & Young LLP, assures the
Court.

                   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: To Hire Professionals in Ordinary Course
-------------------------------------------------------------
Xerium Technologies Inc. and its units employ professionals that
render various services relating to litigation, regulatory
matters, general corporate counseling and tax, as well as other
services relating to issues that have direct and significant
impact on the Debtors' day-to-day operations.

By this motion, the Debtors seek the Court's authority to employ
the OCPs, effective nunc pro tunc to the Petition Date, with the
(a) submission of separate employment applications and affidavits
or (b) issuance of separate retention orders for each individual
professional.  The Debtors also seek the Court's authority to
compensate and reimburse the OCPs without individual fee
applications.

The Debtors' current OCPs are:

  Professional Firm                  Services Provided
  -----------------                  -----------------
  BDO Valuation Advisors, LLC        Asset valuations

  Deloitte & Touche LLP              Sarbanes Oxley compliance
                                     and risk management

  Grant Thornton LLP                 U.S. and foreign tax
                                     accounting

  Huron Consulting Services LLC      Asset valuations

  Myers Bigel Sibley & Sajovec       Patent and intellectual
                                     property law

  Ogletree, Deakins, Nash,
  Smoak & Stewart, P.C.              Labor and employment law

  Ogilvy Renault LLP                 Canadian counsel and
                                     counsel to the foreign
                                     representative

  Thomson Financial Corp. Group      Web hosting, investor call
                                     hosting, and other
                                     investor-related services

The Debtors propose to pay up to $35,000 per calendar month per
OCP on a "rolling basis," provided that payment for any subsequent
calendar month will not exceed $45,000.

The OCP will be required to provide to the Debtors' attorneys (a)
an affidavit certifying that it does not represent or hold any
interests adverse to the Debtors or their estates with respect to
the matter on which the OCP is to be employed, and (b) a completed
retention questionnaire.  Parties-in-interest will have 14 days to
review the affidavit and questionnaire, and if no objection is
timely filed from the reviewing parties, the employment of the OCP
will be deemed approved with further Court order.

The Debtors will supplement their OCP list from time to time, as
needed.

                   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)


YITC-GP LLC: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: YITC-GP, LLC
                2591 Dallas Pkwy, Suite 103
                Frisco, TX 75034

Case Number: 10-41309

Involuntary Chapter 11 Petition Date: April 27, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Honorable Brenda T. Rhoades

Petitioner's Counsel: Richard W. Ward, Esq.
                      6860 N. Dallas Parkway, Suite 200
                      Plano, TX 75024
                      Tel: (214) 220-2402
                      Fax: 972-499-7240
                      E-mail: rwward@airmail.net

Creditor that signed the Chapter 11 petition:

Petitioners               Nature of Claim      Claim Amount
-----------               ---------------      ------------
Sequoia Capital Partners   Promissory Note      $249,945
aka Caliber Capital Markets                     plus interest
10807 Dove Brook Cir
Frisco, TX 75230


YRC WORLDWIDE: Timothy Wicks Resigns & Rejoins United Healthcare
----------------------------------------------------------------
On April 12, 2010, Timothy A. Wicks, President and Chief Operating
Officer of YRC Worldwide, Inc., resigned.  Mr. Wicks left the
Company to pursue an opportunity with his former employer, United
Healthcare.  With the departure of Mr. Wicks, operations, sales
and marketing will report directly to William D. Zollars, Chairman
and Chief Executive Officer of the Company.

Overland Park, Kansas-based YRC Worldwide Inc., one of the largest
transportation service providers in the world, is a holding
company that through wholly owned operating subsidiaries offers a
wide range of transportation services.  These services include
global, national and regional transportation as well as logistics.

KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.032 billion in assets, $2.865 billion and of debts, and
$167.2 million of stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  At the same
time, S&P raised the senior unsecured issue-level ratings to 'CC'
from 'D' on the company's remaining notes that were subject to the
exchange offer, as well as a '6' recovery rating, indicating
negligible (0%-10%) recovery of principal in a payment default
scenario.  The company has issued a combination of common and
preferred equity in exchange for the existing notes.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Prisco Properties, LLC
   Bankr. N.J. Case No. 10-21719
     Chapter 11 Petition Filed April 19, 2010
         See http://bankrupt.com/misc/njb10-21719.pdf

In Re BOUCOO PLLC
   Bankr. Ariz. Case No. 10-11730
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/azb10-11730.pdf

In Re Anna Maria Prezio
   Bankr. C.D. Calif. Case No. 10-14627
     Chapter 11 Petition Filed April 21, 2010
         Filed As Pro Se

In Re Orthopedic Sports & Rehabilitation Center, Inc.
   Bankr. S.D. Fla. Case No. 10-20594
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/flsb10-20594p.pdf
         See http://bankrupt.com/misc/flsb10-20594c.pdf

In Re ML Lawson & Associates LLC
   Bankr. N.D. Ga. Case No. 10-71804
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/ganb10-71804.pdf

In Re Samadhi Enterprises, Inc.
   Bankr. Md. Case No. 10-18813
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/mdb10-18813p.pdf
         See http://bankrupt.com/misc/mdb10-18813c.pdf

In Re RJ York Maryland, LLC
   Bankr. E.D. Mo. Case No. 10-44304
     Chapter 11 Petition Filed April 21, 2010
         Filed As Pro Se

In Re Blanchard Property Management Partnership Trust
   Bankr. Nev. Case No. 10-17024
     Chapter 11 Petition Filed April 21, 2010
         Filed As Pro Se

In Re Lisa Kay Morales
   Bankr. Nev. Case No. 10-17057
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/nvb10-17057.pdf

In Re Maharaja Palace LLC
   Bankr. Nev. Case No. 10-17012
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/nvb10-17012.pdf

In Re Tyber's Inc.
   Bankr. Nev. Case No. 10-17084
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/nvb10-17084.pdf

In Re Vinjohn, LLC
   Bankr. N.J. Case No. 10-21971
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/njb10-21971.pdf

In Re Abbess Farm
   Bankr. E.D. N.Y. Case No. 10-72873
     Chapter 11 Petition Filed April 21, 2010
         Filed As Pro Se

In Re Guerrera Estates
   Bankr. E.D. N.Y. Case No. 10-72874
     Chapter 11 Petition Filed April 21, 2010
         Filed As Pro Se

In Re Twin Valley Mettalcraft ASM LLC
   Bankr. S.D. Ohio Case No. 10-32480
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/ohsb10-32480.pdf

In Re Doctor Drain, Inc.
   Bankr. W.D. Pa. Case No. 10-22866
     Chapter 11 Petition Filed April 21, 2010
         [Redacted -- May 27, 2011]

In Re Hickory Tree Apartment Homes, LLC
   Bankr. E.D. Tenn. Case No. 10-51009
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/tneb10-51009.pdf

In Re Brooklyn Cafe, Inc.
        dba Brooklyn Jazz
   Bankr. N.D. Texas Case No. 10-32765
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/txnb10-32765.pdf

In Re WD Promise, FLP
   Bankr. N.D. Texas Case No. 10-32759
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/txnb10-32759.pdf

In Re ATEX Manufacturing, Inc.
   Bankr. S.D. Texas Case No. 10-33279
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/txsb10-33279.pdf

In Re Integrity Quest (IQ) Properties, LLC
   Bankr. W.D. Wis. Case No. 10-13074
     Chapter 11 Petition Filed April 21, 2010
         See http://bankrupt.com/misc/wiwb10-13074p.pdf
         See http://bankrupt.com/misc/wiwb10-13074c.pdf

In Re Wes-Co Contractors Drywall & Acoustics
   Bankr. S.D. Ala. Case No. 10-01810
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/alsb10-01810.pdf

In Re Michael Scott Letzt
   Bankr. Ariz. Case No. 10-11943
      Chapter 11 Petition Filed April 22, 2010
         Filed As Pro Se

In Re 1700 Van Ness Properties LLC
   Bankr. C.D. Calif. Case No. 10-22074
      Chapter 11 Petition Filed April 22, 2010
         Filed As Pro Se

In Re City Lights At East Hills, LLC
   Bankr. C.D. Calif. Case No. 10-25594
      Chapter 11 Petition Filed April 22, 2010
         Filed As Pro Se

In Re John Lee Cater
   Bankr. C.D. Calif. Case No. 10-25532
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/cacb10-25532.pdf

In Re Rancho Amistad LLC
   Bankr. C.D. Calif. Case No. 10-22063
      Chapter 11 Petition Filed April 22, 2010
         Filed As Pro Se

In Re Enchanted Coach Corp.
   Bankr. Conn. Case No. 10-50905
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/ctb10-50905.pdf

In Re Toto's Properties, Inc.
   Bankr. M.D. Fla. Case No. 10-09376
      Chapter 11 Petition Filed April 22, 2010
         Filed As Pro Se

In Re Total Fence Solutions LLC
   Bankr. S.D. Ga. Case No. 10-10941
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/gasb10-10941.pdf

In Re Washington Center for Diabetes and Endocrinology LLC
   Bankr. Md. Case No. 10-18931
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/mdb10-18931.pdf

In Re Gloucester Street Cigar Co., Inc.
   Bankr. Mass. Case No. 10-14304
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/mab10-14304.pdf

In Re JoJo's 10 Restaurant, LLC
   Bankr. Mass. Case No. 10-41983
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/mab10-41983p.pdf
         Se http://bankrupt.com/misc/mab10-41983c.pdf

In Re North Country Fabrication, Inc.
   Bankr. Minn. Case No. 10-42991
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/mnb10-42991.pdf

In Re Del Val Ink & Color, Inc
   Bankr. N.J. Case No. 10-22197
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/njb10-22197.pdf

In Re Frank N LLC
   Bankr. N.J. Case No. 10-22160
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/njb10-22160.pdf

In Re 1111 Willoughby Avenue Realty Corp
   Bankr. E.D. N.Y. Case No. 10-43489
      Chapter 11 Petition Filed April 22, 2010
         Filed As Pro Se

In Re JTB Realty Group LLC
   Bankr. E.D. N.Y. Case No. 10-72881
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/nyeb10-72881.pdf

In Re J. Edward, Inc.
        dba Geppetto's Pizza & Ribs
   Bankr. N.D. Ohio Case No. 10-13741
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/ohnb10-13741.pdf

In Re Pinecrest Lake Homes, LLC
   Bankr. M.D. Pa. Case No. 10-03365
      Chapter 11 Petition Filed April 22, 2010
         Filed As Pro Se

In Re RC Landworks, Inc.
   Bankr. Ore. Case No. 10-33500
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/orb10-33500.pdf

In Re Fassett & Associates, P.C.
   Bankr. W.D. Pa. Case No. 10-10732
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/pawb10-10732.pdf

In Re Neffco Crane Services, LLC
   Bankr. N.D. Texas Case No. 10-50192
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/txnb10-50192.pdf

In Re James L. Millican
        dba Reba's Package Store
        dba Reba's Liquor
   Bankr. S.D. Texas Case No. 10-33308
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/txsb10-33308.pdf

In Re UNITED CKK LLC
        dba Far East Noodle Company, Inc.
        dba Far East Noodle Company
        aka Far East Noodles
        aka Far East Noodles Company
   Bankr. D.C. Case No. 10-00391
      Chapter 11 Petition Filed April 22, 2010
         See http://bankrupt.com/misc/dcb10-00391.pdf


In Re Papa's BBQ Pit, Inc.
        aka Papa's BBQ Pit Sports Bar & Grill
   Bankr. C.D. Calif. Case No. 10-25873
     Chapter 11 Petition Filed April 23, 2010
        Filed As Pro Se

In Re Vision Investment Group
   Bankr. C.D. Calif. Case No. 10-15284
     Chapter 11 Petition Filed April 23, 2010
         See http://bankrupt.com/misc/cacb10-15284.pdf

In Re Rio, Inc.
   Bankr. Conn. Case No. 10-50914
     Chapter 11 Petition Filed April 23, 2010
         Filed As Pro Se

In Re Phoenix Ventures LLC
   Bankr. Conn. Case No. 10-31219
     Chapter 11 Petition Filed April 23, 2010
         Filed As Pro Se

In Re Mitchell Industries, Inc
   Bankr. S.D. Ind. Case No. 10-91269
     Chapter 11 Petition Filed April 23, 2010
         See http://bankrupt.com/misc/insb10-91269.pdf

In Re Samuel De La Rosa
      Matilde De La Rosa
   Bankr. Kan. Case No. 10-11303
     Chapter 11 Petition Filed April 23, 2010
         See http://bankrupt.com/misc/ksb10-11303.pdf

In Re Aquatek Environmental Consulting, Inc.
   Bankr. N.J. Case No. 10-22324
  Chapter 11 Petition Filed April 23, 2010
         See http://bankrupt.com/misc/njb10-22324.pdf

In Re Pan-Hellenic LLC
   Bankr. N.J. Case No. 10-22298
     Chapter 11 Petition Filed April 23, 2010
         See http://bankrupt.com/misc/njb10-22298.pdf

In Re G.M.L. of Endicott, Inc.
        dba Sam's Place
   Bankr. N.D. N.Y. Case No. 10-61113
  Chapter 11 Petition Filed April 23, 2010
         See http://bankrupt.com/misc/nynb10-61113.pdf

In Re Bruce Archie Hancock, Jr.
   Bankr. W.D. Okla. Case No. 10-12406
     Chapter 11 Petition Filed April 23, 2010
         Filed As Pro Se

In Re Daniel Garcia, Jr
      Silvia M. Garcia
        aka Silvia Manjarrez Garcia
   Bankr. S.D. Texas Case No. 10-10295
  Chapter 11 Petition Filed April 23, 2010
         See http://bankrupt.com/misc/txsb10-10295.pdf

In Re Academy School Of Careers, Inc.
        fka Languages And Careers R Us
   Bankr. W.D. Texas Case No. 10-30845
  Chapter 11 Petition Filed April 23, 2010
         See http://bankrupt.com/misc/txwb10-30845.pdf

In Re WXY&Z LLC
   Bankr. Ariz. Case No. 10-12317
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/azb10-12317.pdf

In Re Mare' Altura LLC
   Bankr. C.D. Calif. Case No. 10-15399
      Chapter 11 Petition Filed April 26, 2010
         Filed As Pro Se

In Re Sogomon Kozanyan
   Bankr. C.D. Calif. Case No. 10-26137
      Chapter 11 Petition Filed April 26, 2010
         Filed As Pro Se

In Re Fly Guy Transportation, LLC
        dba Holliday Brothers
   Bankr. N.D. Ga. Case No. 10-41684
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/ganb10-41684.pdf

In Re KSM, LLC
   Bankr. N.D. Ind. Case No. 10-11823
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/innb10-11823.pdf

In Re Mehrzad Arbabi
      Hossein Kordmafi
   Bankr. Md. Case No. 10-19244
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/mdb10-19244.pdf

In Re Brethren Mini Mart
   Bankr. W.D. Mich. Case No. 10-05342
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/miwb10-05342.pdf

In Re Barry Tassler
        aka Champions Sports Lounge
        aka The Kit Kat Club
        aka Champions Grill & Bar
   Bankr. Nev. Case No. 10-17405
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/nvb10-17405.pdf

In Re Prime Home Health Care, Inc.
   Bankr. W.D. Okla. Case No. 10-12450
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/okwb10-12450.pdf

In Re Wrights Seafood Restaurant, LLC
   Bankr. W.D. Pa. Case No. 10-22994
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/pawb10-22994p.pdf
         See http://bankrupt.com/misc/pawb10-22994c.pdf

In Re Mastan Singh Group Inc.
   Bankr. W.D. Wash. Case No. 10-14632
      Chapter 11 Petition Filed April 26, 2010
         See http://bankrupt.com/misc/wawb10-14632.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***