TCR_Public/100504.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 4, 2010, Vol. 14, No. 122

                            Headlines

ALERIS INT'L: Has Plan Agreement with European Term Loan Lenders
ALERIS INT'L: European Unit Increases Price for Aluminum Products
ALMATIS B.V.: Case Summary & 50 Largest Unsecured Creditors
ALL AMERICAN: Trustee Settles Adversary Case Against Squire
AMBAC FINANCIAL: Regains Compliance with NYSE Listing Requirement

AMERICAN CAPITAL: Commences Exchange Offer
AMERICAN GENERAL: Fitch Downgrades Issuer Default Rating to 'B-'
AMERICAN HOMEPATIENT: Files Amendment No. 1 to Form 10-K for 2009
AMERICAN HOMEPATIENT: Highland Capital Owns 48% of Common Stock
AMERICAN INT'L: Prudential CEO Wants to Buy Asian Assets

AMERICAN PETROLEUM: Moody's Assigns 'Caa1' Corporate Family Rating
ANGIOTECH PHARMACEUTICALS: Amends Credit Agreement with Well Fargo
ASARCO LLC: Baker Botts Stands Firm On $142M Bankruptcy Fees
ASBURY AUTOMOTIVE: S&P Gives Stable Outlook; Affirms 'B+' Rating
ATRIUM COMPANIES: S&P Raises Rating to 'B' Following Emergence

BAKERS FOOTWEAR: Posts $9.1-Mil. Net Loss for FY Ended Jan. 30
BIO-RAD LABORATORIES: S&P Lifts Sr. Subordinated Rating From 'BB+'
BLACK GAMING: Files Final Joint Plan of Reorganization
BLOCKBUSTER INC: 2010 Stockholders' Meeting Set for June 24
BRITISH AMERICAN: Voluntary Chapter 11 Case Summary

BROWN MEDIA: Files for Bankruptcy, Has $2.5-Mil. of Financing
CANWEST GLOBAL: Shaw to Acquire Businesses for $2 Billion
CATALYST PAPER: To Appeal Tax Ruling in Supreme Court of Canada
CELL THEREAPEUTICS: Sees $16 Mil. in Cost Reductions This Year
CHARLES COWIN: Case Dismissed Due to Missing Schedules

CHEMITEK 2006: Court Declines to Dismiss Chapter 11 Case
CHEMTURA CORPORATION: Completes Sale of PVC Additives Business
CHENIERE ENERGY: Executive to Be Seconded by London Office
CHRISTOPHER COUGHLIN: Case Summary & Creditors List
CINCINNATI BELL: Adopts "No Amendment of Employment Pacts" Policy

CMR MORTGAGE: Equity Holders Promise 100% Recovery for Unsecureds
COLONIAL BANCGROUP: Court to Hear Dispute with FDIC on May 26
COLONIAL BANCGROUP: PBGC Assumes Bank Unit's Pension Plan
CONEXANT INC: Retires $106.7MM of Convertible Subordinated Notes
CONSECO INC: EVP Christopher Nickele to Head New Business Segment

CONTINENTAL AIRLINES: Unveils $3 Billion Merger Deal with UAL
CONTINENTAL AIRLINES: UAL Annual Stockholders' Meeting on June 10
CORUS BANKSHARES: Has Notice of Default from Preferreds Trustee
CRS MANAGEMENT: Disclosure Statement Hearing Set for May 11
DAVID HAUPT: Voluntary Chapter 11 Case Summary

DEBORAH WILSON: Case Summary & 18 Largest Unsecured Creditors
DENNY'S CORP: Oak Street, et al., Send Letter to Shareholders
DREIER LLP: Judge Rejects Two Settlement Agreements
DUBAI WORLD: HSBC Exec Says Restructuring Plan Is "Very Fair"
EDIBERTO SANTIAGO: Files for Chapter 7 Bankruptcy Protection

ESCADA AG: US Unit Wins Approval of Liquidating Plan Outline
EVA PERSON: Case Summary & 20 Largest Unsecured Creditors
FREDDIE MAC: Issues March 2010 Monthly Volume Summary
FREMONT GENERAL: Court Confirms New World Plan
FRONTIER FINANCIAL: May File for Chapter 7 Liquidation

FRONTIER FINANCIAL: Stock to Be Delisted From Nasdaq
FX LUXURY: NexBank Blocks Hiring of Fox & Greenberg as Counsel
FX LUXURY: Shareholders of Parent File $150MM Derivative Suit
GEMS TV: To Auction Non-Inventory Assets by May 18
GENERAL GROWTH: Submits Revised $6.55-Bil. Deal with Brookfield

GENERAL MOTORS: EU Unit Reaches Deal on Closure of Antwerp Plant
GLOBAL CROSSING: Posts $119 Million Net Loss for First Quarter
GOTTSCHALKS INC: Delays Filing of Form 10-K for Year Ended Jan. 30
GRANT FOREST: Gets U.S. Recognition of CCAA Proceedings
GREATER MOUNT ZION: Case Summary & 2 Largest Unsecured Creditors

GREEN VALLEY: S&P Withdraws 'D' Corporate Credit Rating
GSI GROUP: Equity Holders Offer Alternative Plan
HARBOUR EAST: Files List of 20 Largest Unsecured Creditors
HARBOUR EAST: Section 341(a) Meeting Scheduled for May 25
HARBOUR EAST: Taps Bauch & Michaels as Bankruptcy Counsel

HARBOUR EAST: Wants to Hire Genovese Joblove as Bankr. Counsel
HARRAH'S ENTERTAINMENT: Posts $195-Mil. Net Loss for 1st Quarter
HARRISBURG, PA: Skips $425,282 Bond Payment Due May 3
HARVEST OAKS: Asks for Court Okay to Use Cash Collateral
HEARTLAND PUBLICATIONS: Emerges From Bankruptcy Protection

HELLER ERHMAN: BofA Challenges Committee Plan
HENRY ANDERSON: Taps Stubbs & Perdue to Hand Reorganization Case
HENRY ANDERSON: U.S. Trustee Unable to Form Creditors Panel
HENRY ANDERSON: Wants Access to Crescent and First Bank's Cash
HERNAN VALDIVIA: Case Summary & 20 Largest Unsecured Creditors

HOWARD SCOTT ROSS: Court Fixes June 5 as Claims Bar Date
INSTALLER'S CHOICE: Case Summary & 12 Largest Unsecured Creditors
INTERNATIONAL ALUMINUM: Distributable Value at $110 Million
INTERNATIONAL COAL: Posts $8.9 Million Net Loss for 1st Quarter
INTERNATIONAL LEASE: Fitch Affirms 'BB' Issuer Default Rating

INTERPUBLIC GROUP: Financing Activities Won't Move Fitch's Rating
JETBLUE AIRWAYS: Files Investor Guidance for 2nd Quarter June 30
JETBLUE AIRWAYS: Posts $1 Million Net Loss for 1st Quarter 2010
JOEL WAHLIN: Files Schedules of Assets & Liabilities
JOEL WAHLIN: Section 341(a) Meeting Scheduled for May 28

JOEL WAHLIN: Wants to Hire Stephen McCrea as Bankruptcy Counsel
JOHN VANCE: Case Summary & 18 Largest Unsecured Creditors
JOSE TELLEZ: Case Summary & 15 Largest Unsecured Creditors
K-V PHARMACEUTICAL: To Host Investor Conference Call on May 5
KIAMSHA COMMUNITY: Case Summary & Largest Unsecured Creditor

L RAMON BONIN: Files Schedules of Assets and Liabilities
LANDRY'S RESTAURANTS: S&P Keeps CreditWatch Negative on 'B' Rating
LEED CORPORATION: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Barclays Admits Importance in Showing Gain
LENNAR CORP: S&P Affirms Corporate Credit Rating at 'BB-'

LENNOX INTERNATIONAL: Moody's Upgrades Senior Ratings From 'Ba1'
LEVEL 3 COMMS: To Redeem 10% Convertible Senior Notes
LEVI STRAUSS: Prices Notes at EUR300MM and US$525MM
LEVI STRAUSS: Fitch Assigns 'BB-' Rating on Two Senior Notes
KIAMSHA COMMUNITY: Case Summary & Largest Unsecured Creditor

LIONS GATE: Enters Into Share Exchange Agreement with Atlantis
MAGIC BRANDS: Taps Sitrick as Corporate Communications Consultant
MAGIC BRANDS: Wants to Hire CRG Partners as Management Consultant
MAGIC BRANDS: Seeks to Implement Key Employee Incentive Plan
MAGNA ENTERTAINMENT: Shareholders Want Chapter 11 Plan Stayed

MAJESTIC STAR: Bankruptcy Exit Plan Seen By Month's End
MAJESTIC STAR: Court Stays Gary Lawsuit Against Executives
MARSH HAWK: Economy Downturn Prompts Chapter 11 Filing
MASHANTUCKET WESTERN: In Talks for Forbearance Extension
METALS USA: March 31 Balance Sheet Upside-Down by $43 Million

METOKOTE CORP: S&P Gives Positive Outlook, Affirms 'CCC+' Rating
MICHAEL MAHONY: Voluntary Chapter 11 Case Summary
MICHAEL TOUSLEY: Case Summary & 15 Largest Unsecured Creditors
MIDDLEBROOK PHARMACEUTICALS: Files for Chapter 11 in Delaware
MORRIS PUBLISHING: Obtains $10MM Secured Loan from Columbus Bank

MOVIE GALLERY: To Close 2,415 U.S. Stores, Liquidate Inventory
NEVADA RESOURCE: Files Schedules of Assets and Liabilities
NEW BERN: Can Sell SkySail Condominiums and Transfer Liens
NEW BERN: Court OKs Revolving Credit Facility from Soleil Group
NORTEL NETWORKS: Chilmark Approved as Consulting Expert

NORTEL NETWORKS: Global IP Allowed to Provide More Services
NORTEL NETWORKS: Clerk Records Claims Transfer for March-April
NORTEL NETWORKS: Has $5.6-Bil. Cash Balance at March 27, Says E&Y
OCEANAIRE TEXAS: Sale-Based Plan Wins Confirmation
OMAR YEHIA SPAHI: Wants Until July 27 to Propose Plan

PALISADES PARK: Hearing on Saiber LLC's Employment Set for Today
PALM INC: Morgan Joseph Analyst Says HP Overpaid
PCAA LLC: Brings $141 Million at Bankruptcy Auction
PENN TRAFFIC: Delays Filing of Annual Report for Fiscal 2009
PLANGRAPHICS INC: December 31 Balance Sheet Upside-Down by $1.7MM

PREMIUM DEVELOPMENTS: U.S. Trustee Wants Ch. 11 Case Dismissed
PROFESSIONAL LAND: Files Schedules of Assets and Liabilities
RANDY MORRIS: Case Summary & 4 Largest Unsecured Creditors
REGENT COMMUNICATIONS: Changes Name to Townsquare Media
REGENT COMMUNICATIONS: Taps Steven Price as Chairman and CEO

ROYAL CARIBBEAN: Moody's Gives Stable Outlook; Keeps 'Ba2' Rating
RUMJUNGLE LAS VEGAS: Mandalay Wants Chapter 11 Case Dismissed
RUMSEY LAND: To Liquidate Real Property to Pay Creditors
SHERWOOD/CLAY-AUSTIN: Plan Outline Hearing Continued to May 14
SINOBIOMED INC: Amends Agreement with Accelera Evolution

SIX FLAGS: Emerges From Chapter 11 Restructuring
SMITHTOWN BANCORP: Defers Trust Preferred Dividend Payments
SOLERA HOLDINGS: S&P Raises Corporate Credit Rating to 'BB'
SONRISA PROPERTIES: Can Sell 17.8 Acres of Galveston Real Property
SPRINT NEXTEL: Posts $865 Million Net Loss for 1st Quarter

STANDARD PACIFIC: 2010 Annual Stockholders' Meeting on May 12
STANDARD PACIFIC: Inks Underwriting Deal with JP Morgan Securities
STANDARD PACIFIC: Tender Offer for 7-3/4% Notes Expires May 18
STANDARD PACIFIC: To Raise $295MM in Sale of 8-3/8% Notes
STERLING FINANCIAL: THL to Hike Proposed Investment to $170MM

SUMMER REGIONAL: Files for Chapter 11 to Sell to LifePoint
TEGAL CORP: Posts $8.8 Million Net Loss in Q3 Ended Dec. 31
THERMOENERGY CORP: Kemp & Company Raises Going Concern Doubt
TLC VISION: Files Amendment No. 1 to Annual Report for Fiscal 2009
TLC VISION: Lasik Patients Oppose Restructuring Plan

TOWERGATE FINANCE: Fitch Assigns 'B' Issuer Default Rating
TRIBUNE CO: Kenneth Klee Appointed as Examiner
TYSON FOODS: Moody's Gives Stable Outlook; Affirms 'Ba3' Rating
UAL CORP: Unveils $3 Billion Merger Deal with Continental
UAL CORP: Posts $92 Million Net Loss for First Quarter

UAL CORP: Annual Stockholders' Meeting Set for June 10
UAL CORP: Machinists Warn of Obstacles on Continental Merger
UNISYS CORP: Posts $11.6 Million Net Loss for 1st Quarter
UNISYS CORP: Supplements Prospectus on Resale of 5,242,165 Shares
UNITED RENTALS: Fitch Affirms Issuer Default Rating at 'B+'

U.S. CONCRETE: Case Summary & 30 Largest Unsecured Creditors
US FIDELIS: Sues Atkinsons for Siphoning $101 Million
US SILICA: S&P Assigns Corporate Credit Rating at 'B+'
UTSTARCOM INC: Beijing E-town Has Yet to Close Investment Deal
VITOIL-SCOTTISH: Asks May 18 Extension for Filing of Schedules

VITOIL-SCOTTISH: Section 341(a) Meeting Scheduled for May 20
VITOIL-SCOTTISH: Taps Levene Neale as Bankruptcy Counsel
VYTERIS INC: Breaches Deal with Ferring Pharmaceuticals
WEST FRASER: S&P Withdraws 'BB' Long-Term Corporate Credit Rating
WESTERN DAIRY: U.S. Trustee Forms 5-Member Creditors Committee

WESTERN DAIRY: Files Schedules of Assets and Liabilities
WORTHMORE RENEWABLE: Files for Chapter 11 in New Orleans
W.R. GRACE: Signs Catalyst Agreement with Borealis
YELENA MALAGA: Case Summary & 11 Largest Unsecured Creditors
YRC WORLDWIDE: Names Michael Naatz as Chief Customer Officer

YUCCA GROUP: Taps Friedman Law Group to Handle Reorganization Case

* Bank Failures This Year Now 64 As 7 Banks Shut April 30
* S&P's Global Corporate Default Tally Remains at 31
* SEC Taking Closer Look at Chapter 11 Cases and Exit Plans

* Focus Management Group Appoints Alan Weiner as Managing Director
* NHB Advisors Forms NHB Capital Partners

* Large Companies with Insolvent Balance Sheet


                            *********


ALERIS INT'L: Has Plan Agreement with European Term Loan Lenders
----------------------------------------------------------------
Aleris International, Inc., has entered into a settlement
agreement with certain holders of claims in ADH Class 3 (European
Term Loan Claims) in connection with the pending Plan of
Reorganization of Aleris and its affiliated debtors.  As a result
of the settlement, these creditors now support the Plan.  The
Backstop Parties under the Plan have also agreed to the terms of
the settlement agreement.

The settlement agreement is a significant milestone in the
company's efforts to confirm a consensual plan of reorganization
and emerge from chapter 11.

Under the terms of the settlement agreement, holders of claims in
ADH Class 3 of the Plan, other than the Backstop Parties under the
Plan, that exercise ADH Term Loan Subscription Rights will receive
in total the right to subscribe for $50,000,000 of ADH Term Loan
Subscription Rights after taking into consideration the Maximum
Third-Party Reduction under the Plan.

The agreement also provides for changes in the proposed
Stockholders' Agreement and Registration Rights Agreement that
will be entered into in connection with the Plan.  These changes
enhance the rights of shareholders of the holding company that
will indirectly own the assets of Aleris and its reorganized
debtors following the effective date of the Plan.

The U.S. Bankruptcy Court in Delaware has approved Aleris' request
to modify the Disclosure Statement Order and Voting Procedures
Order to extend the voting deadline for holders of claims in ADH
Class 3 to Tuesday, May 4, 2010, at 5:00 p.m. Pacific Daylight
Time. The voting deadline was extended from April 29, 2010, at
5:00 p.m. Pacific Daylight Time.

In addition, the Court approved the addition of a New York, New
York delivery address for ADH Class 3 ballots.  Holders of claims
in ADH Class 3 may return their ballots by mail, hand delivery, or
overnight courier to:

    Kurtzman Carson Consultants LLC
    1230 Avenue of the Americas 7th Floor
    New York, New York 10020

                    About Aleris International

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

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

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


ALERIS INT'L: European Unit Increases Price for Aluminum Products
-----------------------------------------------------------------
Aleris Europe announced a price increase of up to 100 EUR per ton
on the total conversion price of aluminum coil and sheet products
delivered to European distributors and industrial end users.

The price increase is effective for all new monthly and quarterly
orders and contracts booked on or after April 23, 2010, that are
not covered by existing contractual agreements.

Aleris Europe is a business segment of Aleris International Inc. a
global leader in aluminum rolled products and extrusions, aluminum
recycling and specification alloy production.

                    About Aleris International

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

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

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


ALMATIS B.V.: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Alamtis B.V.
        dba Alcoa Chemie Nederland B.V.
        Theemsweg 30
        3197 KM Botlek Rotterdam
        Netherlands

Case No.: 10-12308

Chapter 11 Petition Date: April 30, 2010

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

Estimated Assets: $500 million to $1 billion

Estimated Debts:  More than $1 billion

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

Debtor's Counsel: Michael A. Rosenthal, Esq.
                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue
                  New York, NY 10166-0193
                  Tel. No. (212) 351-3889
                  E-mail: mrosenthal@gibsondunn.com

Debtors'
Special English
& German Counsel: Linklaters LLP

Debtors'
Dutch Counsel:    De Brauw Blackstone Westbroek N.V.

Debtors' Counsel
to advise
management with
issues arising
under German law: Schultze & Braun GmbH Rechtsanwaltsgesellshaft

Debtors'
Investment Banker
and
Fin'l advisor:    Close Brothers Corporate Finance
                    Limited and
                  Moelis & Company

Debtors'
Claims' Agent:    Epiq Bankruptcy Solutions, LLC

Debtors'
Auditors:         PricewaterhouseCoopers

Debtors'
Tax Advisor:      Ernst & Young

Debtors'
Restructuring
Advisor:          Talbot Hughes McKillop LLP

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                   Case No.
       ------                                   --------
DIC Almatis Holdco B.V.                         10-12309
DIC Almatis Midco B.V.                          10-12310
DIC Almatis Bidco B.V.                          10-12311
Almatis Holdings 3 B.V.                         10-12312
Almatis Holdings 9 B.V.                         10-12313
Blitz F07-neunhundert-sechzig-drei GmbH         10-12314
Almatis Holdings GmbH                           10-12315
Almatis GmbH                                    10-12316
Almatis Holdings 7 B.V.                         10-12317
Almatis US Holding, Inc.                        10-12318
Almatis, Inc.                                   10-12319
Almatis Asset Holdings, LLC                     10-12320

Almatis' List of 50 Largest Unsecured Creditors:

       Entity                  Nature of Claim       Claim Amount
       ------                  ---------------       ------------
Wilmington Trust (London)      Almatis B.V. and
Limited                        Almatis Holdings    $203,600,000
6 Broad Street Place           9 B.V. Mezzanine
Fifth Floor                    indebtedness
London EC2M 7JH                under Mezzanine
United Kingdom                 Credit Facility


Wilmington Trust (London)      DIC Almatis Bidco
Limited                        B.V. junior          $81,200,000
6 Broad Street Place           mezzanine
Fifth Floor                    indebtedness under
London EC2M 7JH                Mezzanine Credit
United Kingdom                 Facility

UBS Limited                    Almatis B.V., Almatis
1 Finsbury Avenue              US Holdings, Inc.,
London, EC2M 2PP               Almatis Holding      $79,700,000
United Kingdom                 GmbH Second Lien
                               Subfacility
                               Indebtedness under
                               Senior Credit
                               Facility

MVV Energiedienstleistungen    Trade                 $1,253,777
GmbH

RWE Gas Verkoopmaatschappij    Trade                 $1,097,512
NV

Delta N.V.                     Trade                   $729,387

BASF Construction Polymers     Trade                   $712,014
GmbH

BIS Maintenance Sdwest GmbH   Trade                   $623,691

Helmut Kreutz GmbH             Trade                   $616,575

SD Lehnkering Logistics BV     Trade                   $458,432

SD UPS Supply Chain Solutions  Trade                   $421,308
Inc.

SD Bauxite & Northern Railway  Trade                   $421,257
Co.

SD Wincanton GmbH              Trade                   $418,616

Coral Energy Resources, L.P.   Trade                   $400,000

EstronB.V.                     Trade                   $374,336

UPS Supply Chain Solutions     Trade                   $365,143
Inc.

SD Wedig Int Spedition         Trade                   $327,396

Entergy Corp.                  Trade                   $325,000

Aloysius Krenzer KG            Trade                   $301,663

Carrieres Fours Chaux Dumont   Trade                   $296,357
- Wautie

H.J. Schmidt MineraItechnik    Trade                   $266,453
GmbH

Geidel Kraftverkehr GmbH       Trade                   $248,346

Mondi Packaging Trebsen        Trade                   $239,038
GmbH

Trimet Schweiz AG              Trade                   $220,593

Exim Hande1sonderneming        Trade                   $204,162
Rotterdam B

Blok -Feedstock                Trade                   $201,844

P. van der Wegen Gears BV      Trade                   $169,835

RHIAG                          Trade                   $162,627

Freudenberg IT-Information     Trade                   $153,472
Information Service KG

Exim Handelsonderneming        Trade                   $143,650
Rotterdam B

PKF B.V.                       Trade                   $142,240

Mondi Packaging                Trade                   $140,331

American Express TMS           Trade                   $140,000

Rhenus Logistics               Trade                   $139,457

European Bulk Services BV      Trade                   $121,559

SD Wedig Int Spedition         Trade                   $119,844

Dadco Alumina & Chemicals Ltd  Trade                   $116,609

NV Gouda Vuurvast              Trade                   $100,358

CCC Construction Co. Inc.      Trade                    $99,158

Reikon Aandrijftechniek BV     Trade                    $98,742

SDSAE                          Trade                    $90,500

Duquesne Light Co.             Trade                    $90,000

Foison Packaging, Inc.         Trade                    $88,340

Fercam S. p. A.                Trade                    $85,306

Little Rock Sheet Metal Co.    Trade                    $85,168

SD Ewals Cargo Care B.V.       Trade                    $83,609

Ludwig  Gmbh                   Trade                    $80,493

Applied Industrial             Trade                    $80,444
Technologies

Surface Chemists of Florida,   Trade                    $77,963
Inc.

Gericke                        Trade                    $77,233

The petition was signed by Remco de Jong, chief executive officer.


ALL AMERICAN: Trustee Settles Adversary Case Against Squire
-----------------------------------------------------------
The liquidating trustee in All American Semiconductor Inc.'s
Chapter 11 case has settled his adversary case against Squire
Sanders & Dempsey LLP, in which he had attempted to disqualify the
firm and recoup all payments it had received from the debtors,
Bankruptcy Law360 reports.  According to Law360, the parties on
Wednesday asked Judge Laurel M. Isicoff of the U.S. Bankruptcy
Court for the Southern District of Florida to sign off on an
agreement.

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributed
electronic components manufactured by other firms.  In total, the
company offered approximately 40,000 products produced by
approximately 60 manufacturers.  The company had 36 strategic
locations throughout North America and Mexico, as well as
operations in China and Western Europe.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Jason Z. Jones, Esq., Mindy A. Mora, Esq., at Bilzin
Sumberg; and Tina M. Talarchyk, Esq., at Squire Sanders,
represented the Debtors as counsel.  Adrian C. Delancy, Esq.,
Jerry M.  Markowitz, Esq., Rachel Lopate Rubio, Esq., Rilyn A.
Carnahan, Esq., Ross R. Hartog, Esq., at Markowitz, Davis, Ringel
& Trusty; and Stanley F. Orszula, Esq., at Loeb & Loeb,
represented the Official Committee of Unsecured Creditors as
counsel.  As of June 30, 2007, the company posted total assets of
$4,071,000, consisting solely of cash; total liabilities of
$18,348,000; and total stockholders' deficit of $14,277,000.

The Bankruptcy Court confirmed on April 8, 2009, the Third Amended
Plan of Liquidation proposed by the official committee of
unsecured creditors appointed in the bankruptcy cases of All
American Semiconductor.  The Plan contemplated the liquidation of
all assets of the consolidated estate for the benefit of the
holders of allowed claims and allowed interests.


AMBAC FINANCIAL: Regains Compliance with NYSE Listing Requirement
-----------------------------------------------------------------
Ambac Financial Group, Inc., disclosed that the New York Stock
Exchange notified Ambac that its average stock price for the 30-
trading days ended April 30, 2010, was above the NYSE's minimum
requirement of $1.00 per share.

Accordingly, Ambac has resumed compliance with all NYSE continued
listing requirements and the ".BC" indicator following the ABK
stock symbol will be removed by the NYSE tomorrow.

On December 8, 2009, Ambac was notified by the NYSE that the
average closing price of its common stock had declined below a
consecutive 30-trading-day average price of $1.00 per share. Ambac
had approximately six-months to regain compliance or be delisted.
As a result, the NYSE added a ".BC" indicator to its stock symbol.
In the event that the average closing price of Ambac's common
stock were to again fall below $1.00 per share over a consecutive
30-trading-day period, Ambac would be out of compliance and would
be required to cure such non-compliance or face possible
delisting.

                           About Ambac

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac's principal operating subsidiary,
Ambac Assurance Corporation, a guarantor of public finance and
structured finance obligations, has a Caa2 rating under review for
possible upgrade from Moody's Investors Service, Inc. and an R
(regulatory intervention) financial strength rating from Standard
& Poor's Ratings Services.  Ambac Financial Group, Inc. common
stock is listed on the New York Stock Exchange (ticker symbol
ABK).


AMERICAN CAPITAL: Commences Exchange Offer
------------------------------------------
American Capital Ltd. has commenced an offer to exchange its
outstanding unsecured public and private notes for cash payments
and new secured notes.  The Exchange Offer is set to expire at
5:00 p.m. (EDT), on June 1, 2010, unless extended or earlier
terminated.

The Exchange Offer is part of a comprehensive financial
restructuring of substantially all of the Company's outstanding
unsecured indebtedness, which addresses breaches of certain
financial covenants and other defaults under the agreements
governing the indebtedness.  The restructuring transactions
involve cash principal payments to the holders of existing
indebtedness totaling $960 million and the issuance of new secured
notes and loans totaling approximately $1,390 million.  The
restructuring transactions are intended to be accomplished by
means of an out-of-court procedure, but if the conditions to
completion of the out-of court restructuring are not satisfied or
waived, they may be completed through a pre-packaged in-court
restructuring.

The out-of-court restructuring includes an offer to exchange all
of the Company's existing private unsecured notes and public
unsecured notes, which have an aggregate principal amount of
approximately $963 million, for (A) an aggregate cash payment of a
minimum of 39% of the aggregate principal amount of the existing
notes (subject to certain potential adjustments), (B) four series
of newly issued amortizing secured notes due December 31, 2013,
equal in principal amount to the existing notes exchanged (less
the aggregate cash payment), and (C) the payment of a fee equal to
2% of the aggregate principal amount of the new secured notes,
plus accrued and unpaid interest on notes exchanged in the offer.
The Exchange Offer also includes a solicitation of consents from
the holders of the existing public notes to remove the basis for
an existing default under the provisions of the indenture for the
existing public notes.

Simultaneously with the completion of the out-of-court Exchange
Offer, there will be a refinancing of approximately $1,387 million
in loans outstanding under the Company's unsecured credit
agreement. Under the refinancing, the Company and the lenders will
enter into a new credit agreement providing for (A) the repayment
of a minimum of 39% in aggregate principal amount of the existing
loans (subject to certain potential adjustments), (B) the
conversion of the remaining outstanding principal amount of the
existing loans into new secured term loans maturing on
December 31, 2013, and (C) the payment of a fee equal to 2% of the
aggregate principal amount of the new secured loans, plus accrued
and unpaid interest under the existing credit agreement.  As
previously announced, the lenders under the existing credit
agreement have executed a Lock-Up Agreement, generally obligating
them to enter into this refinancing, subject to the satisfaction
of various conditions.

The holders of the existing notes and the lenders under the credit
agreement participating in the out-of-court restructuring may
elect to receive either cash or new secured debt in exchange for
their unsecured debt, subject to certain minimum cash payments and
other adjustments or reallocations as may be required to allow for
the payment of the full $960 million of cash.  The consummation of
the Exchange Offer is subject to, among other things, the
condition that (i) all of the lenders under the credit agreement
execute the new credit agreement, (ii) all of the holders of the
Company's existing private notes tender in the Exchange Offer all
of the existing private notes, and (iii) holders of at least 85%
in aggregate principal amount of the existing public notes tender
those notes in the Exchange Offer (or such lesser amount as may be
agreed by a majority in aggregate principal amount of the lenders
under the credit agreement and the respective committees
representing holders of the existing private notes and the holders
of the existing public notes).

The four series of new secured notes include floating rate notes
denominated in US Dollars and adjustable fixed rate notes
denominated in US Dollars, Euros and Pounds Sterling.  The
floating rate notes and the new secured loans will initially bear
interest at a rate per annum equal to one, two, or three month
LIBOR (subject to a LIBOR floor of 2% per annum), plus an
additional 6.5%, subject to a reduction of such additional amount
to 5.5% once the aggregate principal amount of new secured notes
and loans that remain outstanding drops below $1 billion.  The
adjustable fixed rate notes denominated in Dollars, Euros and
Sterling will initially bear interest at a rate per annum of
2.46%, 2.25% and 2.58%, respectively, plus an additional 6.5%,
which additional amount is similarly subject to reduction to 5.5%.
All of the interest rates are subject to increase for, among other
things, the non-payment of certain principal amounts, by certain
dates.  Both the new secured notes and the new secured loans
provide for certain scheduled mandatory amortization payments
during their term as well as certain scheduled penalty
amortization payments, which if not satisfied would lead to an
increase in the interest rates.

Both the new secured notes and the new secured loans will be
secured by a first priority lien (subject to certain permitted
liens and exceptions) on substantially all of the Company's
existing unencumbered and after-acquired tangible and intangible
assets.

As part of the restructuring, the Company is also soliciting from
the lenders under its credit agreement, holders of its existing
notes (with certain exceptions) and counterparties to certain swap
agreements, votes to accept a standby plan of reorganization,
under which these creditors would receive substantially identical
consideration to that they would receive under the out-of-court
restructuring, although creditors would not have the right to
elect whether they preferred to receive cash or new secured debt.
If the Exchange Offer and the new credit agreement are not
consummated, but at least one of the classes of the holders of the
Company's existing private notes, existing public notes and
existing loans under the credit agreement has voted to accept the
standby plan by the expiration of the Exchange Offer in a manner
that satisfies the requisite voting thresholds under chapter 11 of
title 11 of the United States Code (the "Code"), the Company may
file a voluntary petition for relief under chapter 11 of the Code
and seek prompt confirmation of the standby plan. Under the Code,
a class of claims votes to accept a plan of reorganization if
holders holding at least two-thirds of the aggregate principal
amount of the class of claims and more than one half in number of
such class of claims that submit votes on the plan vote to accept
the plan.

                    About American Capital

Based in Bethesda, Maryland, American Capital Ltd. (Nasdaq: ACAS)
-- http://www.americancapital.com/-- is a publicly traded private
equity firm and global asset manager. American Capital, both
directly and through its asset management business, originates,
underwrites and manages investments in middle market private
equity, leveraged finance, real estate and structured products.
Founded in 1986, American Capital has $13 billion in capital
resources under management and eight offices in the U.S., Europe
and Asia.

The Company's balance sheet as of Dec. 31, 2009, showed
$6.67 billion in assets, $4.34 billion of debts, and $2.33 billion
in stockholders' equity.

Ernst & Young Llp, in McLean Virginia, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors reported that the Company has incurred net
losses of $910 milion and $3.11 billion for the years ended
December 31, 2009 and December 31, 2008, respectively.  In
addition, the Company has received default notices from certain
lenders and noteholders for its non-compliance with certain
covenants of its unsecured borrowing arrangements, and the Company
is generally restricted from issuing any new debt because it has
not met the 200% minimum asset coverage requirement under the
Investment Company Act of 1940.


AMERICAN GENERAL: Fitch Downgrades Issuer Default Rating to 'B-'
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of American General Finance Corp. to 'B-' from 'BB', and removed
the ratings from Rating Watch Negative where they were placed on
May 15, 2009.  The Rating Outlook is Negative.  Approximately
$19 billion of debt is affected by this action.

Historically Fitch's long-term IDR received considerable lift from
the demonstrated and expected support from parent American
International Group, Inc.  With repayment of the bank facility,
covenants including ownership and net worth maintenance by AIG,
were eliminated.  Although Fitch believes AIG would support AGFC
over the near term if needed, Fitch views that the long-term
support of AGFC by AIG is less likely.  As a result, Fitch's
current ratings of AIG factor in the company's current financial
condition absent future support from AIG.  Over the past several
years, AGFC's business has been considerably impaired by the
deterioration in credit quality resulting from the decline in the
U.S. mortgage market and the considerable rise in unemployment
rates, coupled with a sharp reduction in unsecured funding on a
cost-effective basis.  Fitch does not expect any improvement in
operating performance over the near term as the company continues
to manage a predominately real estate secured portfolio in a
challenging economic environment.

With the elimination of the bank credit facility covenants,
including the requirement to maintain ownership, AIG is looking to
explore additional strategic initiatives in regard to AGFC.  Given
the pressure that has been experienced by most independent U.S.
consumer finance branch-based companies, Fitch believes the
probability of a sale of AGFC as low.

On April 21, 2010, AGFC entered into and fully drew down a
$3 billion, five-year secured term loan.  AGFC has since repaid
the entire bank facility with the proceeds.  Although, the secured
term facility provides needed short-term liquidity, the balance
sheet became more encumbered reducing the available assets to the
unsecured debt holders.  In addition, the borrowing base has
certain collateral quality guidelines, which drives the better
performing receivables to the secured holders and leaving weaker
performing assets for the unsecured debt holders.

Asset quality performance continues to be comparably weaker than
historical norms as the real estate market remains under severe
stress.  Annualized net losses to average owned receivables
increased to 4.00% for the year ending Dec. 31, 2009, from 2.12%
for the year ending Dec. 31, 2008.  Fitch believes weakness in
asset quality will continue into 2010, as AGFC manages through its
mortgage portfolio.  Fitch believes AGFC's non-mortgage portfolios
could see additional softness due to the continued burden that has
been pressed upon the U.S. consumer.

The ratings and current Outlook factor in challenges in the
current environment, such as lack of long-term funding,
substantial increase in encumbered assets, and negative trends in
asset quality performance.  Further deterioration in financial
performance, absent some form of external support, could
potentially result in further downgrades in the future.
Improvements in asset quality and operating performance or the
execution of some other strategic initiative could result in more
positive rating outcomes in the future.  Favorably, AGFC's
liquidity position looks sufficient to meet debt maturities over
the near-to-intermediate term.

American General Finance Corporation was incorporated in Indiana
in 1927 as successor to a business started in 1920.  All of the
common stock of AGFC is owned by American General Finance, Inc.,
which was incorporated in Indiana in 1974.  Since Aug. 29, 2001,
AGFI has been an indirect wholly owned subsidiary of American
International Group, Inc.  The consumer finance products of AGFI
include non-conforming real estate mortgages, consumer loans,
retail sales finance and credit-related insurance.  At Dec. 31,
2009, the company had 1,178 branch offices in 39 states, Puerto
Rico, and the U.S. Virgin Islands; foreign operations in the
United Kingdom; and approximately 6,500 employees.

Fitch has downgraded these ratings and assigned them a Negative
Rating Outlook:

American General Finance, Inc.

  -- Long-term IDR to 'B-' from 'BB'.

American General Finance Corp.

  -- Long-term IDR to 'B- from 'BB';
  -- Senior debt to 'B-/RR4' from 'BB'.

AGFC Capital Trust I

  -- Preferred stock to 'CC/RR6' from 'B'.


AMERICAN HOMEPATIENT: Files Amendment No. 1 to Form 10-K for 2009
-----------------------------------------------------------------
American HomePatient, Inc., filed on April 30, 2010, Amendment
No. 1 on Form 10-K/A to its annual report on Form 10-K for the
fiscal year ended December 31, 2009, which was filed with the
Securities and Exchange Commission on March 4, 2010, to disclose
the information required in Part III, Items 10 through 14, and
Part IV, Item 15.

The disclosure provides, among other things, that Joseph F.
Furlong III, the president and chief executive officer of the
Company, received a total of $1,007,590 in salary and bonuses for
2009, and $6,132,728 for 2008.

In addition, the Company disclosed that as of April 1, 2010,
Highland Capital Management owns 48.01% of the total shares issued
and outstanding. Fidelity Management and Research Company owns
9.87% of the stock, while Mr. Furlong III holds 8.01%.

This amendment does not modify or update disclosures in the
original filing except as indicated.  Furthermore, this amendment
does not change any previously reported financial results, nor
does it reflect events occurring after the date of the original
filing.

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

            http://researcharchives.com/t/s?6111

A full-text copy of the initial 10-K filing is available for free
at http://researcharchives.com/t/s?5736

                     About American HomePatient

American HomePatient, Inc., is one of the nation's largest home
health care providers with operations in 33 states.  Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home.  American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM or AHOM.OB.

The Company's balance sheet as of Dec. 31, 2009, showed
$239.3 million in assets and $276.3 million of debts, for a
stockholders' deficit of $37.0 million.

                          *     *     *

KPMG LLP, in Nashville, Tenn., in its audit report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has a net capital deficiency and has a net working
capital deficiency resulting from $226.4 million of debt that
matured on August 1, 2009.

As reported in the Troubled Company Reporter on April 15, 2010,
NexBank, SSB, the agent for the Company's senior debt, and a
majority of the senior debt holders have agreed to forbear from
exercising the rights and remedies available to them as a result
of the Company's failure to repay the outstanding principal
balance until May 16, 2010.


AMERICAN HOMEPATIENT: Highland Capital Owns 48% of Common Stock
--------------------------------------------------------------
Highland Capital Management, L.P., has filed with the Securities
and Exchange Commission Amendment No. 8 to its Schedule 13D, which
was initially filed on February 27, 2006.

Highland Capital Management, L.P., et al., disclosed that they may
be deemed to beneficially own shares of American HomePatient,
Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Highland Crusader Offshore Partners     8,437,164      48.0%
Highland Capital Management, L.P.       8,437,164      48.0%
Strand Advisors, Inc.                   8,437,164      48.0%
James Dondero                           8,437,164      48.0%

Percentage ownership is based on 17,573,389 shares outstanding as
of March 2, 2010.

A full-text copy of Highland Capital Management's amended Schedule
13D is available for free at http://researcharchives.com/t/s?610c

As reported in the Troubled Company Reporter on April 30, 2010,
Highland Capital and Crusader entered into an Restructuring
Support Agreement with American HomePatient and its senior secured
noteholders with respect to restructuring American HomePatient and
American HomePatient's secured debt.  Pursuant to the agreement,
American HomePatient has agreed to propose to its stockholders for
their approval a change in its state of incorporation from
Delaware to Nevada as the first step in a series of transactions
that is expected to result in each stockholder of the Company,
excluding Highland Capital and Crusader and their affiliates,
receiving $0.67 per share for each share of Common Stock owned.
As a result of these transactions, the Company would become a
wholly-owned subsidiary of Highland Capital and its affiliates,
and would cease to be a publicly traded company.

A full-text copy of the Restructuring Support Agreement is
available at no charge at http://researcharchives.com/t/s?610d

                    About American HomePatient

American HomePatient, Inc., is one of the nation's largest home
health care providers with operations in 33 states.  Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home.  American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM or AHOM.OB.

The Company's balance sheet as of Dec. 31, 2009, showed
$239.3 million in assets and $276.3 million of debts, for a
stockholders' deficit of $37.0 million.

                          *     *     *

KPMG LLP, in Nashville, Tenn., in its audit report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has a net capital deficiency and has a net working
capital deficiency resulting from $226.4 million of debt that
matured on August 1, 2009.

As reported in the Troubled Company Reporter on April 15, 2010,
NexBank, SSB, the agent for the Company's senior debt, and a
majority of the senior debt holders have agreed to forbear from
exercising the rights and remedies available to them as a result
of the Company's failure to repay the outstanding principal
balance until May 16, 2010.


AMERICAN INT'L: Prudential CEO Wants to Buy Asian Assets
--------------------------------------------------------
The New York Times, citing The Financial Times, reports that
Prudential C.E.O. Tidjane Thiam is in a final drive to convince
investors of his plan to buy the Asian businesses of American
International Group.  According to the report, Mr. Thiam will
further explain the deal to investors this week.

                            About AIG

Based in New York, American International Group, Inc., is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional, and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer.  In
addition, AIG companies provide life insurance and retirement
services around the world.  AIG common stock is listed on the New
York Stock Exchange, as well as the stock exchanges in Ireland and
Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  In September
2008, the Federal Reserve Bank created an $85 billion credit
facility to enable AIG to meet increased collateral obligations
consequent to the ratings downgrade, in exchange for the issuance
of a stock warrant to the Fed for 79.9% of the equity of AIG.  The
credit facility was eventually increased to as much as $182.5
billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


AMERICAN PETROLEUM: Moody's Assigns 'Caa1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned Caa1 corporate family and
probability of default ratings to American Petroleum Tankers
Parent LLC.  Moody's also assigned a rating of B1 to the planned
issuance of $275 million of First Lien Senior Secured Notes due
2015.  The outlook is stable.  These are first time ratings of
APT.

The proceeds of the Notes will fund the refinancing of certain
vessel finance facilities that comprise a portion of the company's
current debt structure and the remaining construction costs of two
U.S. Jones Act product tankers still under construction at the
General Dynamics NASSCO shipyard.

The assignment of Caa1 CFR and PDR ratings consider the company's
small size, weak credit metrics and limited operating history.
The company presently operates three Jones Act product tankers and
will have a fleet of five vessels by year-end 2010, once the
shipyard completes the two remaining ships.  The vessels will
trade under time charters of varying terms, from less than one
year to as much as ten years, including option periods.  However,
three of the ships will have charters with one year or shorter
terms, two of which will be subject to four annual renewal
options.  The ratings also reflect the cyclicality of the Jones
Act tanker sector, the potential market and price risk associated
with renewing charters during cyclic troughs and event risk as
Moody's believes the company might seek to grow the fleet.  The
stability of cash flows that the chartering strategy should
provide and the relative attractiveness of the relatively young
fleet to charterers help mitigate downwards pressure of the weak
credit metrics profile.  The absence of a revolving credit
facility also constrains the ratings.

The stable outlook reflects Moody's expectation that the final two
vessels will be delivered on time from the shipyard, allowing APT
to meet its near term operating cash flow projections that
adequately cover the projected interest-only debt service
obligations.

The outlook could be changed to positive if APT was to
significantly strengthen its credit metrics profile, such as
sustaining Funds from operations + Interest to Interest above 2.0
times and reducing Debt to EBITDA to below 6.5 times.  Since the
chartering strategy locks in the majority of the company's revenue
for upcoming years, there is limited opportunity to trade its way
to a stronger credit metrics profile with its current fleet.  If
realized, the application of positive free cash flow to the
optional redemption of a portion of the notes pursuant to the
indenture's terms or new equity capital would be the primary
drivers of any meaningful debt reduction.  The outlook could be
changed to negative or the ratings downgraded if the company does
not maintain strong daily utilization of the fleet and this leads
to a weaker credit metrics profile.  Acquisitive growth that is
debt-funded could also pressure the ratings, as could higher than
planned capital expenditures that cause free cash flow to
meaningfully trail APT's expectations.

Assignments:

Issuer: American Petroleum Tankers Parent LLC

  -- Probability of Default Rating, Assigned Caa1
  -- Corporate Family Rating, Assigned Caa1
  -- Senior Secured Regular Bond/Debenture, Assigned B1, LGD2 19%

American Petroleum Tankers Parent LLC, headquartered in New York,
NY, owns a fleet of five modern U.S. Jones Act petroleum products
tankers.  The company is majority-owned by affiliates of The
Blackstone Group L.P.


ANGIOTECH PHARMACEUTICALS: Amends Credit Agreement with Well Fargo
------------------------------------------------------------------
Angiotech Pharmaceuticals Inc. said in a regulatory filing in the
U.S. that it entered into an amendment to the Credit Agreement
dated Feb. 27, 2009, with Wells Fargo Capital Finance LLC as
arranger, administrative agent and lender.  The company guaranty
the payment and performance of the Borrowers' obligations under
the Credit Agreement and have entered into a Consent and
Reaffirmation with respect to the Amendment.  Capitalized terms
used herein and not otherwise defined have the meaning given to
them in the Credit Agreement.

Among other things, the Amendment permits various intercompany
transactions, expands the definition of Permitted Liens and amends
the definition of EBITDA.  The Amendment also reduces, until the
fourth quarter of 2011, the minimum EBITDA and fixed charge
coverage ratio that Angiotech is required to maintain.

A full-text copy of the Amended Credit Agreement is available for
free at http://ResearchArchives.com/t/s?60fd

                  About Angiotech Pharmaceuticals

Vancouver, Canada-based Angiotech Pharmaceuticals, Inc. (NASDAQ:
ANPI, TSX: ANP) -- http://www.angiotech.com/-- is a global
specialty pharmaceutical and medical device company.  Angiotech
discovers, develops and markets innovative treatment solutions for
diseases or complications associated with medical device implants,
surgical interventions and acute injury.

                           *     *     *

Angiotech Pharmaceuticals carries 'CCC' corporate credit ratings
from Standard & Poor's.

At December 31, 2009, the Company had total assets of $370,059,000
against total current liabilities of $63,186,000 and total non-
current liabilities of $620,160,000, resulting in shareholders'
deficit of $313,287,000.


ASARCO LLC: Baker Botts Stands Firm On $142M Bankruptcy Fees
------------------------------------------------------------
Facing terse objections from Asarco LLC over a $142 million fee
request, Baker Botts LLP is seeking to compel the reorganized
mining company to substantiate claims that the firm is overbilling
for 52 months of bankruptcy counsel, Bankruptcy Law360 reports.

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

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

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

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


ASBURY AUTOMOTIVE: S&P Gives Stable Outlook; Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Asbury Automotive Group Inc. to stable from negative and
affirmed the ratings, including the 'B+' corporate credit rating.

"The outlook revision reflects S&P's view that Asbury's ability to
improve profits through aggressive cost-cutting initiatives, as
well as signs of stabilizing new-vehicle demand, will enable the
company to bring its key credit measures in line with S&P's
assumptions for the rating during the next year," said Standard &
Poor's credit analyst Nancy Messer.  "Accordingly, S&P now believe
there is less than a one-in-three chance that S&P would downgrade
Asbury in the year ahead," she went on.  Asbury is the smallest
(based on new-vehicle retail unit sales) of the five rated U.S.
auto retailers, all of which are consolidators in the highly
competitive and fragmented U.S. auto retailing industry.

In the first quarter of 2010, Asbury reported improved revenues
and gross profit, with revenues rising 17% year over year and
gross profit up 12%.  Improved consumer demand and automaker
incentives pushed revenues higher, while the company's aggressive
restructuring actions helped gross profit expansion.  S&P expects
U.S. sales of new light vehicles to improve to 11.7 million units
in 2010, but this would still be well below the weak levels of
2008.  Sales fell 22% in 2009 from 2008 levels, to 10.3 million
units.

In S&P's opinion, the company's ability to generate free operating
cash flow helps the weak business risk profile and, in conjunction
with minimizing capital investment in dealerships and refraining
from making large acquisitions, somewhat offsets its high
leverage, which resulted from lower earnings during the economic
downturn.  In the next two years, S&P assumes Asbury will reduce
leverage as the economy stabilizes or expands, EBITDA improves,
and cash becomes available for permanent debt reduction.

The stable outlook reflects S&P's assumption that Asbury's credit
measures will improve in 2010 toward its assumptions for the
rating, even if U.S. light-vehicle sales remain lackluster this
year.  For the 'B+' rating, S&P expects the company's lease-
adjusted leverage to move toward 6.0x within the next 12 months.
S&P also expect the company to report free operating cash flow
during this period as a result of cost reductions and tightly
controlled spending on acquisitions and capital expenditures.

S&P could raise the rating if Asbury continues to improve
profitability with its revenue diversity and focus on operating
efficiencies, which would lead us to believe the company could
achieve and maintain lease-adjusted operating margins before D&A
approaching 4.5% within two years.  Achieving this target would
compare with 3.8% as of the end of 2009 and could lead us to raise
the business risk profile assessment to fair from weak.  Another
key factor in a rating revision would be leverage reduction
through consistent, positive free operating cash flow generation
into 2011.  Specifically, S&P could raise the rating if lease-
adjusted leverage drops to 6.0x or less as a result of permanent
debt reduction.  If the company were to report EBITDA over any
four consecutive quarters of about $126 million, this could be
sufficient to lower leverage to 6.0x.

S&P could lower the rating if S&P believed the company's liquidity
would decline -- perhaps because of a high number of acquisitions
and/or investments in dealer upgrades -- and adjusted leverage
would fail to improve from the elevated level of 6.4x at year-end
2009.  S&P could also lower the rating if S&P believed the
company's reported EBITDA would fall short of S&P's 2010 estimate
of about $126 million by 20% or more, assuming debt remains at
current levels, so that lease-adjusted leverage remained above
6.0x.  This could occur if the U.S. economy remains weak and the
company is unable to further reduce its cost base to fit the
reduced revenue.


ATRIUM COMPANIES: S&P Raises Rating to 'B' Following Emergence
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atrium Companies Inc. to 'B' from 'D'.  At the same
time, S&P assigned a 'B' (the same as the corporate credit rating)
issue-level rating to the company's senior secured term loan.  S&P
assigned a recovery rating of '3' to this debt, which indicates
S&P's expectation of meaningful (50% to 70%) recovery in the event
of a payment default.  The rating outlook is stable.

"The rating actions reflect Atrium's significantly reduced debt
levels following its Chapter 11 emergence and S&P's assumption of
a modest improvement in residential end markets in 2010," said
Standard & Poor's credit analyst Tobias Crabtree.  As a result,
the company's operating conditions are likely to improve,
resulting in credit measures that S&P would consider to be in line
with the current rating.  Specifically, the company projects that
its adjusted debt to EBITDA for 2010 will be between 4x and 4.5x.
The rating also reflects a vulnerable business risk profile given
Atrium's limited market share in the highly competitive windows
and doors industry, offset partially by some strength in regional
markets, particularly Texas.

Dallas-based Atrium is a vertically integrated manufacturer of
aluminum and vinyl windows and patio doors in North America.

The stable rating outlook indicates S&P's expectations that
Atrium's credit measures could experience further modest
deterioration yet remain at a level that S&P would consider to be
appropriate for the rating.  Furthermore, S&P expects liquidity,
in terms of cash, availability under the ABL facility, and cash
flow from operations to remain sufficient to service all near-term
obligations, primarily consisting of minimal working capital
needs, about $20 million of expected capital expenditures, and
between $20 million and $25 million of cash interest expense.

S&P could revise the outlook to negative if residential
construction is worse than S&P expect, resulting in minimal sales
and margin improvement.  In such a scenario, EBITDA could decline
significantly, leverage could exceed 5.5x, and interest coverage
could fall below 2x in 2010.  Conversely, S&P could take a
positive rating action if residential construction activity is
better than forecast, resulting in the company's revenue and
EBITDA exceeding projected levels and its total debt to EBITDA
staying below 4x.


BAKERS FOOTWEAR: Posts $9.1-Mil. Net Loss for FY Ended Jan. 30
--------------------------------------------------------------
Bakers Footwear Group, Inc., filed on April 30, 2010, its annual
report on Form 10-K, showing a net loss of $9.1 million on
$185.4 million of revenue for the year ended January 30, 2010,
compared with a net loss of $15.0 million on $183.7 million of
revenue for the year ended January 31, 2009.

The Company's balance sheet as of January 30, 2010, showed
$48.6 million in assets, $46.5 million of liabilities, and
$2.1 million of stockholders' equity.

Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.

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

               http://researcharchives.com/t/s?6114

                     About Bakers Footwear

Based in St. Louis, Missouri, Bakers Footwear Group, Inc. (Nasdaq:
BKRS) is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates over 240 stores nationwide.  Bakers'
stores focus on women between the ages of 16 and 35.  Wild Pair
stores offer fashion-forward footwear to both women and men
between the ages of 17 and 29.


BIO-RAD LABORATORIES: S&P Lifts Sr. Subordinated Rating From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Bio-Rad Laboratories Inc. to 'BBB' from
'BBB-'.  S&P also raised the senior subordinated rating to 'BBB-'
from 'BB+'.  The outlook is stable.

"The upgrade reflects Bio-Rad's continued solid operating
performance and cash flow generation, despite recent challenges in
the life science industry," said Standard & Poor's credit analyst
Arthur Wong.  Bio-Rad's leading position in the specialized
clinical diagnostics markets and recurring revenues from
consumables helped it generate organic growth during 2009 of 5.5%,
significantly higher than a number of its life science peers.

The ratings on Hercules, Calif.-based Bio-Rad Laboratories Inc.
reflects the company's defensible, but niche, positions in the
life science and clinical laboratory markets, a solid track record
of steady growth and cash flow generation in excess of needs, and
a history of financial conservatism.  The company's relative small
size in a highly competitive, consolidating market partially
offsets these factors.

Bio-Rad's entrenched positions in both the life sciences and
clinical diagnostic markets reflect its long-standing customer
relationships and history of successful product introductions.  In
both markets, sales of reagents and consumable products provide a
predictable revenue stream, contributing about 70% of total
revenues.  This revenue stream helped partially insulate the
company from the recent downturn in the life science industry due
to the worldwide recession and the tight credit markets causing
smaller pharmaceutical and biotech companies to reduce spending.
In addition, in the life sciences market, which accounts for about
39% of revenues, Bio-Rad has particular strengths in
electrophoresis and other tools for studying proteins.  Bio-Rad
also stands to benefit from the expected increase in research
funding provided by National Institute for Health stimulus-related
funding in 2010, given its exposure to the academic market.


BLACK GAMING: Files Final Joint Plan of Reorganization
------------------------------------------------------
BankruptcyData.com reports that Black Gaming, LLC, filed with the
U.S. Bankruptcy Court a Final Joint Plan of Reorganization and
related Disclosure Statement.  The filing includes Supplements and
Exhibits not included in the original Plan filing, including the
Liquidation Analysis, the Lockup, the Financial Projections and
the New Black Gaming Organizational Documents.  The Company states
that the filing of this Supplement indicates an effort to
consensually resolve the concerns raised by Law Debenture and the
Office of the U.S. Trustee.

According to the Disclosure Statement, "The Debtors have
determined that the enterprise value of their Assets as a going
concern as of the Petition Date was $81.4 - $96.0 million."

                        About Black Gaming

Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding
company and is an owner and operator of three gaming entertainment
properties located in Mesquite, Nevada.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Nev. Case No. 10-13301).  Gregory E. Garman, Esq.,
and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the
Company in its restructuring effort.  Kurtzman Carson Consultants
is the Company's claims and notice agent.  In its petition, the
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca
Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership,
LLC; Oasis Interval Management, LLC; Oasis Recreational
Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation --
filed separate Chapter 11 petitions.


BLOCKBUSTER INC: 2010 Stockholders' Meeting Set for June 24
-----------------------------------------------------------
The 2010 annual meeting of stockholders of Blockbuster Inc. will
be held at 1201 Elm Street, 21st floor, in Dallas, Texas, on
June 24, 2010, at 10:00 a.m., Central Time, for these purposes:

     (1) To elect seven directors;

     (2) To ratify the compensation of named executive officers;

     (3) To ratify the appointment of PricewaterhouseCoopers LLP
         as Blockbuster's independent registered public accounting
         firm for fiscal 2010;

     (4) To approve an amendment to Blockbuster's second amended
         and restated certificate of incorporation, as amended, to
         (a) effect the conversion of each outstanding share of
         Class B common stock into one share of Class A common
         stock, (b) rename the Class A common stock as "common
         stock," and (c) eliminate provisions relating to the
         Class B common stock and Blockbuster's dual class common
         stock structure; and

     (5) To approve an amendment to the Current Charter to effect
         a reverse stock split of Blockbuster's issued and
         outstanding common stock, if the Conversion Amendment is
         approved, or Blockbuster's issued and outstanding Class A
         common stock and Class B common stock, if the Conversion
         Amendment is not approved, with the stock split occurring
         at an exchange ratio that will be within a range of
         1-for-15 and 1-for-25 and that will be determined by
         Blockbuster's Board of Directors; and

     (6) To transact such other business as may properly come
         before the meeting or any adjournment or postponement
         thereof.

The close of business on April 28, 2010, has been fixed as the
record date for determining stockholders entitled to notice of,
and to vote at, the meeting or any adjournment or postponement
thereof.

According to Tom Casey, Executive Vice President and Chief
Financial Officer of Blockbuster, on April 16, "As a result of the
continued progress on our recapitalization initiatives, we have
rescheduled the annual stockholders' meeting.  Mr. Casey said, "We
believe the additional time will provide us with the greatest
opportunity to successfully complete one or more of our ongoing
recapitalization initiatives prior to the annual meeting, possibly
resolving our NYSE non-compliance and avoiding the need for a
reverse stock split."

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6116

                     About Blockbuster Inc.

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

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

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

                          *     *     *

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


BRITISH AMERICAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: British American Isle of Venice (BVI), Ltd
        3rd Floor Flemming House, Flemming Street,
        Road Town, VG 1110
        British Virgin Islands

Bankruptcy Case No.: 10-21627

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Debtor's Counsel: Leyza F. Blanco, Esq.
                  1221 Brickell Avenue #1650
                  Miami, FL 33155
                  Tel: (305) 416.6880
                  Fax: (305) 416.6887
                  E-mail: leyza.blanco@gray-robinson.com

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

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

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

The petition was signed by Casey McDonald, liquidator.

Debtor-affiliates filing separate Chapter 11 petition:

         Entity                          Case No.    Petition Date
         ------                          --------    -------------
British American Insurance Company       09-31881         10/09/09
Limited

British American Insurance Company       09-35888         11/23/09
Limited


BROWN MEDIA: Files for Bankruptcy, Has $2.5-Mil. of Financing
-------------------------------------------------------------
Brown Media Publishing Co., together with Brown Media Holding Co.
and other affiliates, filed for Chapter 11 bankruptcy protection
on April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295).

The Debtors filed for bankruptcy to complete a sale of
substantially all of the assets, according to Boulder County
Business Report.  The sale would involve all of the companies'
assets in Ohio, Colorado, New York, Texas, South Carolina,
Illinois, Iowa, Utah, Arizona and Wyoming.

According to Bloomberg News, a court filing by Chief Executive
Officer Roy Brown said that Chapter 11 became necessary because an
out-of-court workout proved impossible.

The Debtors have commitment for $2.5 million debtor-in-possession
financing.  A $1 million loan is to be available on an interim
basis.

                       About Brown Media

Brown Media owns business publications in Ohio, Utah, Texas, South
Carolina, New York, and Iowa.  Brown publishes 15 daily, 32
weekly, 11 business and 41 free publications. There are also 51
websites. Seventy-eight of the publications are in Ohio.

Brown publishes Dan's Papers, the weekly newspaper with the
largest circulation in the area of eastern Long Island, New York,
known as the Hamptons.  Brown also publishes the Montauk Pioneer,
which it calls the official newspaper of Montauk, New York.

Affiliates that filed Chapter 11 petitions also include Troy Daily
News Inc., Boulder Business Information LLC, Utah Business
Publishers LLC, Texas Business News LLC, Texas Community
Newspapers Inc., Dan's Papers, Inc., and Upstate Business News
LLC.

Closely held Brown Media, based in Cincinnati, listed assets of
$94 million against debt totaling $104.6 million.  First-lien
lenders are owed $70.2 million on a revolving credit and term
loan.  Court papers say the book value of the lenders' collateral
is $94.9 million.  Second-lien lenders are owed $24.3 million.


CANWEST GLOBAL: Shaw to Acquire Businesses for $2 Billion
---------------------------------------------------------
Shaw Communications Inc. has entered into agreements to acquire
for approximately $2.0 billion, 100% of the over-the-air and
specialty television businesses of Canwest Global Communications
Corp., including all of the equity interests in CW Investments
Co., the Canwest subsidiary that owns the specialty television
channels acquired from Alliance Atlantis Communications Inc. in
2007.  The total consideration includes approximately $815 million
of net debt at CW Media Group.  The remainder of the purchase
price will be funded with cash on hand, which is currently in
excess of $700 million, and through Shaw's existing credit
facility.

Previously Shaw had announced an agreement with Canwest and
certain holders of Canwest's 8.0% senior subordinated notes (the
"Noteholders"), represented by the Ad Hoc Committee, regarding a
minimum 20% equity investment in a restructured Canwest.  This
agreement was approved by the Canwest Board and the Ontario
Superior Court of Justice, but was subject to certain conditions,
including the resolution of matters under the shareholders
agreement with certain entities affiliated with Goldman Sachs
Capital Partners regarding Canwest's interest in CW Media Group.
To resolve these issues, Shaw has entered into agreements pursuant
to which Shaw will acquire the GS Entities' equity interest in CW
Media Group for $700 million.

"We are pleased to announce that we have come to an agreement with
all constituent parties involved in a restructured Canwest,
including Goldman Sachs, and are excited about the opportunity to
acquire the entire company now.  Over the last number of months we
have conducted extensive negotiations with all parties and have
met with management of Canwest several times.  The recent
restructuring initiatives undertaken by Canwest have positioned it
as a pure play Canadian broadcaster and we are excited about this
transformative transaction for Shaw as we believe the combination
of content with our cable and satellite distribution network, and
soon to be wireless service, will position us to be one of the
leading entertainment and communications companies in Canada,"
said Jim Shaw, Chief Executive Officer and Vice Chair, Shaw
Communications Inc.

"Canwest's broadcasting business is performing well and the
purchase price represents a multiple of approximately 9.5x based
on consolidated EBITDA", said Steve Wilson, Senior Vice President
and Chief Financial Officer.  "We have had positive discussions
with the rating agencies and each will be issuing a separate
release regarding the Transaction", said Mr. Wilson.

Under amended agreements entered into with Canwest and certain
Noteholders, Canwest creditors will receive a total of $478
million in cash in compromise of their debt and other claims
against certain Canwest entities pursuant to a plan to be effected
under the Companies' Creditors Arrangement Act (the "CCAA").  The
CCAA plan remains subject to certain conditions, including Canwest
creditor and Court approvals.  The Transaction is also subject to
regulatory approvals from the Canadian Radio-television and
Telecommunications Commission and the Competition Bureau.

Shaw will be holding a conference call to discuss the Transaction.
Discussion materials will be posted on Shaw's Web site at
www.shaw.ca and further details regarding the call will be issued
in a separate release.

TD Securities Inc. acted as the financial advisor in connection
with the Transaction and Davies Ward Phillips & Vineberg LLP
provided legal advice.

                    About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CATALYST PAPER: To Appeal Tax Ruling in Supreme Court of Canada
---------------------------------------------------------------
Catalyst Paper said it will seek a "leave to appeal" before the
Supreme Court of Canada, following dismissal of its appeal
concerning the North Cowichan 2009 tax bylaw by the Court of
Appeal for British Columbia.  In its April 22nd decision, the
Appeal Court declined to strike down the tax bylaw while calling
the "extreme imbalance" perpetuated by the District of North
Cowichan a political problem requiring a policy decision by
elected officials.

Catalyst said that while it is keeping its legal avenues open, its
has also been working with others to demonstrate broad-based
support for interim relief and a long-term, made-in-BC solution
outside of the courts.  Premier Campbell had announced February a
joint committee on municipal property tax reform, and the
committee is expected to table its recommendations this fall.

"We were encouraged by the Premier's leadership on this matter,"
said Catalyst CEO Richard Garneau, "and the Appeal Court decision
now makes it even more critical that the joint committee does its
work, does it well, and does it quickly."

In the meantime, the City of Powell River and Catalyst have signed
an agreement in principle that would reduce the Class 4 property
taxes paid by the mill while assisting the City in reducing
significantly its capital expenditures for future municipal
service infrastructure.

"The competition for business and markets is fierce and other
jurisdictions are actively encouraging businesses here to abandon
their existing BC communities and set up shop outside this
province, even outside Canada," said Mr. Garneau.  "Powell River
city council clearly understands that survival is about everyone
working together to reduce taxes and costs in order to keep
existing jobs and create new ones in this post-recession global
economy.  The days are gone when municipalities could set tax
rates that ignored competitive reality and not pay a steep
community price."

                      About Catalyst Paper

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

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

                          *     *     *

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

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


CELL THEREAPEUTICS: Sees $16 Mil. in Cost Reductions This Year
--------------------------------------------------------------
Cell Therapeutics Inc. reported recent accomplishments and
financial results for the first quarter ended March 31, 2010.

"It was encouraging to receive a positive reception from the
European Medicinal Agency's (EMEA) clinical experts regarding our
plans to submit a Marketing Authorization Application (MAA) for
pixantrone in the European Union.  Concurrently, we are working
with leading lymphoma treatment practices across the U.S. and look
forward to working with the U.S. Food and Drug Administration
(FDA) on the design of a follow-on pivotal clinical trial in an
effort to fulfill the requirements for marketing approval of
pixantrone in the U.S.," said James A. Bianco, M.D., Chief
Executive Officer of the Company.  "We firmly believe that given
the strength of evidence across clinically meaningful primary and
secondary endpoints that pixantrone would fulfill a significant
unmet medical need for patients who have no other approved options
through establishing an expanded access program in the U.S.  We
remain committed to patients with non-Hodgkin's lymphoma (NHL) and
in bringing this important new therapeutic option to them in as
expeditious manner as possible."

Recent Highlights:

* In preparation for its submission of a MAA for pixantrone in
   Europe, the Company met with the EMEA's Committee for Medicinal
   Products for Human Use (CHMP) clinical experts (rapporteurs)
   and the EMEA's medical reviewers. Discussion and feedback from
   those meetings was supportive of filing the MAA on the basis of
   the PIX301 trial. The Company expects to submit the MAA in the
   second half of 2010.

* The Company met with the EMEA's Pediatric Committee
   who recommended that the Company should submit an updated
   Pediatric Investigation Plan for pixantrone following
   discussions about the preclinical and clinical pixantrone data,
   including PIX301, and the desire to explore the potential
   benefits pixantrone may offer to children with hematologic
   cancers.  The Company expects to submit a revised PIP to the
   EMEA by the end of the second quarter of 2010.

* The Company successfully raised gross proceeds of $30 million
   in January 2010 and additional gross proceeds of $20 million in
   April 2010 through financings with institutional investors.

* The Company implemented a cost reduction plan in April 2010,
   aimed at reducing planned operating expenses that are expected
   to result in savings of approximately $16 million in 2010.  The
   Company's total projected operating expenses, excluding equity
   based compensation, are expected to be approximately
   $60 million in 2010, which is a 21% reduction from its
   previously projected estimates.  As a result of reducing these
   expenses, the Company is targeting an average net operating
   burn rate of approximately $4.4 million per month starting in
   the second quarter of 2010.

For the quarter ended March 31, 2010, total net operating expenses
were $25.8 million compared to $6.6 million for the same period in
2009.  The increase in total net operating expenses is mainly a
result of expenses related to preparation for the potential
pixantrone regulatory approval in the U.S. and Europe, a
$7.8 million non-cash equity-based compensation expense recognized
in 2010, and a $10.2 million gain on the sale of the Company's
investment in the Zevalin joint venture that was recognized in
2009.

Research and development expenses decreased to $7.4 million
compared to $8.0 million for the same period in 2009.  Net loss
attributable to common shareholders was $44.2 million for the
quarter ended March 31, 2010 compared to a net loss attributable
to common shareholders of $13.1 million for the same period in
2009.

CTI had approximately $41.5 million in cash and cash equivalents
as of March 31, 2010.  This does not include approximately
$18.5 million in net proceeds the Company received in April 2010
in connection with a registered offering of preferred stock and
warrants.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6123

                     About Cell Therapeutics

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

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

                       Going Concern Doubt

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

                      Bankruptcy Warning

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


CHARLES COWIN: Case Dismissed Due to Missing Schedules
------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the U.S.
Bankruptcy Court for the Northern District of Illinois dismissed
the Chapter 11 case of Charles Philip Cowin.

The Debtor failed to file his schedules and statement of financial
affairs by the prescribed deadline.

Houston, Texas-based Charles P. Cowin filed for Chapter 11
bankruptcy protection on February 24, 2010 (Bankr. S.D. Texas Case
No. 10-31478).  Richard L. Fuqua, II, Esq., at Fuqua & Keim,
assists the Company in its restructuring effort.  The Company
estimated assets and debts at $10,000,001 to $50,000,000.


CHEMITEK 2006: Court Declines to Dismiss Chapter 11 Case
--------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey issued an order resolving PRIF II Chemtek,
LLC, and P II River Vale GC Funding, LLC's motions to dismiss the
Debtor's Chapter 11 case or, alternatively, grant relief from the
automatic stay provisions of Section 362(d) of the U.S. Bankruptcy
Code.

As reported in the Troubled Company Reporter on Feb 16, 2010, the
mortgagees said that the dispute arose from two separate judicial
foreclosure proceedings against the Debtors.  According
to the mortgagees, it is those foreclosure proceedings which
precipitated the bad faith filings by Debtors as a means to
stonewall and delay the exercise of the Mortgagees' unequivocal
right to foreclose.

The outstanding mortgage debt is $21,132,339 as of February 1,
2010, which exceeds the value of the mortgaged property. This
deficiency will only continue to increase unless the mortgagees
are permitted to proceed with their foreclosure and pursue a sale
of the property at public auction.

The Court ruled that the mortgagees' motion:

   -- to dismiss the Debtors' Chapter 11 is denied;

   -- for relief from the automatic stay provisions of Section
      362(d)(1) of the Bankruptcy Code is denied;

   -- for relief from the automatic stay provisions of Section
      362(d)(2) of the Bankruptcy Code is carried, subject to an
      evidentiary hearing to be scheduled for May 6 and 7, 2010,
      to address the value of the Debtors' mortgaged properties
      and whether stay relief must be afforded to the mortgagees;

   -- to excuse the receiver from compliance under Section 543(d)
      (1) of the Bankruptcy Code is granted, and the receiver is
      authorized to continue with the day-to-day management and
      operation of the River Vale Country Club located at 660
      Rivervale Road, River Vale, New Jersey and is authorized to
      pay the operating expenses approved by the mortgagees and
      Debtors pursuant to a consent order approved by the Court;
      to the extent the mortgagees and Debtors cannot reach
      agreement on the payment of certain expenses, the parties
      will be permitted to file an application on shortened time
      to address the issue with the Court.

The Debtors are authorized to enter into:

   i) the Advance Agreement with NextValue to fund an advance to
      McNally Engineering in the amount of $40,000;

  ii) the related work agreement with McNally dated February 16,
      2010; and that the McNally Advance Agreement and McNally
      Work Agreement be and each of them is approved.

iii) the Advance Agreement with NextValue to fund an advance to
      David Watkins, Esq. in the amount of $30,000 and the Watkins
      Advance Agreement is hereby approved; provided, however,
      that Watkins' retention and compensation by the Debtors'
      estate is subject to the approval of this Court.

                     About Chemitek 2006, LLC

River Vale, New Jersey-based Chemitek 2006, LLC, dba River Vale
Country Club, filed for Chapter 11 bankruptcy protection on
February 5, 2010 (Bankr. D. N.J. Case No. 10-13393).  Vincent F.
Papalia, Esq., at Saiber, LLC, 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.


CHEMTURA CORPORATION: Completes Sale of PVC Additives Business
--------------------------------------------------------------
Chemtura Corporation completed the sale of its PVC Additives
business to Galata Chemicals on April 30, 2010, for cash
consideration of $16.2 million and the assumption by Galata of
certain liabilities, including certain pension obligations and
environmental liabilities.

"This divestiture was the best way for us to maximize the value of
the PVC Additives business and is in the best interests of
Chemtura and of the business itself," said Craig A. Rogerson,
Chairman, President and CEO of Chemtura.  "It is part of our plan
to focus on maximizing the total value of our portfolio of
businesses as we continue working to strengthen the Company and
position it for long-term success."

Galata is a partnership between Aterian Investment Partners, a New
York-based private equity firm, and Artek Surfin Chemicals Ltd., a
Mumbai, India, family-owned company whose business includes
textiles, metal finishing and chemicals.

As previously disclosed, the sale is the result of an auction
pursuant to Section 363 of the Bankruptcy Code involving a number
of qualified bidders held in February 2010 in New York under the
auspices of the U.S. Bankruptcy Court.  This is a customary
process for companies selling businesses or assets while operating
in Chapter 11.  The sale includes Chemtura's ownership interest in
Chemtura Vinyl Additives GmbH and certain assets used in the
manufacture and distribution of PVC additives.

The PVC Additives business has a strong, global manufacturing
footprint with plant operations and tolling arrangements in North
America and Europe. It also has valuable intellectual property and
strong growth initiatives in its pipeline.  The PVC Additives
business develops, manufactures, sells and distributes tin
stabilizers, liquid and solid mixed metals, liquid phosphite
esters, epoxidized soybean oil, thiochemicals, organic-based
stabilizers, and impact modifiers used primarily in PVC
applications.  The PVC Additives business has plants in North
America and Europe, including two principal facilities in Taft,
Louisiana, USA and Lampertheim, Germany.

The transaction will provide all full-time employees of the PVC
Additives business with the opportunity to continue in their
current positions under new ownership.

                    About Chemtura Corp.

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

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

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

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


CHENIERE ENERGY: Executive to Be Seconded by London Office
----------------------------------------------------------
On April 21, 2010, the compensation committee of the Board of
Directors of Cheniere Energy, Inc., approved an amendment to Jean
Abiteboul's Contract of Employment dated February 20, 2006, as
amended to provide for a secondment arrangement with affiliate
Cheniere Supply & Marketing, Inc., effective as of April 30, 2010.

The Amendment to Contract of Employment provides that
Mr. Abiteboul, hired by Cheniere Energy as executive director,
will be seconded by the Company to the Company's London office,
which serves as the head office of the English branch of Cheniere
Supply & Marketing, for the purposes of developing the commercial
strategy and sourcing LNG supply for the Company.  Mr. Abiteboul's
secondment will not exceed a total of twenty-four months and any
extension of his secondment in excess of twenty-four months is
subject to Compensation Committee or full Board approval and a
separate amendment to his Contract of Employment.  During his
secondment, Mr. Abiteboul will continue to report to Mr. Charif
Souki, Chairman, Chief Executive Officer and President of the
Company.  Pursuant to his Contract of Employment, Mr. Abiteboul
has been entitled to an expatriation indemnity as a portion of his
annual salary as a result of his travel outside of France.
Effective April 30, 2010, Mr. Abiteboul will no longer receive the
expatriate indemnity.  Mr. Abiteboul's annual base salary of
233,725 euros will be paid by Cheniere Supply & Marketing in a sum
equivalent to the monthly Euro value in British Pounds Sterling on
a monthly basis and the Company will take all necessary steps to
ensure Mr. Abiteboul will remain covered by the French State basic
pension and complementary pension regimes, subject to the
necessary contributions.

In addition, Cheniere Supply & Marketing will also make direct
payment to a landlord in an amount not to exceed the Euro
equivalent of a maximum of GBP200,000 per year to cover the lease
payments related to Mr. Abiteboul's temporary housing in the U.K.
Mr. Abiteboul will also receive the British Pounds Sterling
equivalent of GBP200,000 minus the Euro equivalent of the Housing
Allowance per year as the Company's contribution to a tax
equalization payment for a portion of the taxes he will incur as a
result of the secondment.  The total of the Housing Allowance plus
the Tax Equalization payment may not exceed GBP200,000 per year.
These payments will not be included in Mr. Abiteboul's base salary
for purposes of determining annual bonus awards, contributions to
employee retirement plans or potential change of control payments.
The Company has also agreed to pay reasonable installation costs
related to the commencement of Mr. Abiteboul's secondment.  Mr.
Abiteboul is responsible for the payment of his individual tax
liabilities and for filing all necessary tax returns; provided,
however, that the Company has agreed to pay for reasonable fees
related to Mr. Abiteboul's individual tax planning and preparation
of his tax declaration.  Mr. Abiteboul's secondment may be
terminated by the Company or by Mr. Abiteboul with a notice period
of two months.  If Mr. Abiteboul's secondment is terminated by the
Company prior to the end of the maximum twenty-four month period,
the Company will repatriate Mr. Abiteboul and be responsible for
the costs of such repatriation.  If Mr. Abiteboul resigns from the
Company prior to the end of his secondment, the Company will not
be responsible for the costs of his repatriation.  All other terms
of Mr. Abiteboul's Contract of Employment remain unchanged and he
will return to his previous role pursuant to his Contract of
Employment at the end of his secondment.  The foregoing
description of the Amendment to Contract of Employment is
qualified in its entirety by the actual agreement, a copy of which
is attached hereto as Exhibit 10.2 and is incorporated by
reference herein.

A full-text copy of the Secondment Arrangement is available for
free at http://ResearchArchives.com/t/s?60fe

                       About Cheniere Energy

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

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


CHRISTOPHER COUGHLIN: Case Summary & Creditors List
---------------------------------------------------
Debtor: Christopher M. Coughlin
        1 Random Road
        Old Greenwich, CT 06870

Bankruptcy Case No.: 10-50977

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Mark M. Kratter, Esq.
                  Kratter & Gustafson, LLC
                  71 East Avenue, Suite O
                  Norwalk, CT 06851
                  Tel: (203) 853-2312
                  E-mail: laws4ct@aol.com

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

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

According to the schedules, the Debtor says that assets total
$13,458,049 while debts total $1,969,914.

The petition was signed by the Debtor.

Debtor's List of 11 Largest Unsecured Creditors:

       Entity                      Nature of Claim    Claim Amount
       ------                      ---------------    ------------
Steven De Got                                             $145,000
25 Nearwater Lane
Riverside, CT 06878

Philip Ness, Jr.                                           $40,000
9 Mead Point Drive
Greenwich, CT 06830

Tom Clephane                                               $24,000
51 Gleenwood Drive
Greenwich, CT 06830

James Pinto                                                $20,000

David Aires                                                $16,000

Harry Robert                                               $15,000

David Harris                                               $10,000

Elizabeth Enochs                                            $5,614

IRS                                                         $5,200

State of Connecticut                                        $5,000
Department of Revenue Services

Aspire                                                      $2,100


CINCINNATI BELL: Adopts "No Amendment of Employment Pacts" Policy
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Cincinnati
Bell Inc. adopted a policy that, effective immediately, the
Company "will not enter into any new or materially amended
employment agreements with named executive officers providing for
excise tax gross-up provisions with respect to payments contingent
upon a change in control."

                       About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.  CBB
generated $1.3 Billion in revenues in 2009.

                           *     *     *

As reported by the TCR on March 8, 2010, Cincinnati Bell, Inc.,
filed its annual report on Form 10-K, showing net income of
$89.8 million on $1.3 billion of revenue for 2009, compared with
net income of 102.6 million on $1.4 billion of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$2.064 billion in assets and $2.719 billion of debts, for a
stockholders' deficit of $654.6 million.

As of Dec. 31, 2009, the Company had $2.0 billion of outstanding
indebtedness and an accumulated deficit of $3.3 billion.  The
Company incurred a significant amount of indebtedness and
accumulated deficit from the purchase and operation of a national
broadband business over the period of 1999 to 2002, which caused
outstanding indebtedness and accumulated deficit to reach their
respective year-end peaks of $2.6 billion and $4.9 billion at
December 31, 2002.  This broadband business was sold in 2003.


CMR MORTGAGE: Equity Holders Promise 100% Recovery for Unsecureds
-----------------------------------------------------------------
The bankruptcy judge for the Chapter cases of CMR Mortgage Fund
II, LLC, and CMR Mortgage Fund III will continue until May 10,
2010, at 10:30 a.m., the disclosure statement hearing on the
reorganization plan proposed by equity holders.  The hearing will
be at San Francisco Courtroom 23.

The Plan provides for the substantive consolidation of the
Debtors'  Chapter 11 cases.  The Plan also utilizes the wind-down
trust, under the overall management of the wind-down trustee, to
liquidate all assets of the consolidated estate, for the benefit
of claimants and interest holders, and otherwise administer the
Chapter 11 cases.  On the effective date, all assets, including
litigation claims as assets, of the consolidated estate will be
placed in the wind-down trust.

Under the Plan:

  * Secured lender Wells Fargo Foothill will retain its lien
    securing the claim, and will receive payment of interest from
    the effective date at the rate provided in the loan agreement
    between the relevant fund and the holder (without penalty
    interest) until the sale or other liquidation of the
    collateral, or refinancing for the debt.  Upon the sale or
    other liquidation of the collateral, or refinancing, the
    holder of the claim will be paid the remaining balance of its
    allowed claim whether from the disposition proceeds or
    otherwise.

  * Holders of priority claims, classified under Class 2, will be
    paid in full on the effective date.

  * Holders of general unsecured claims, under Class 3A, will be
    paid in full, with interest at the federal legal rate from the
    relevant fund petition date to the date of payment (i) within
    180 days of the effective date, unless otherwise agreed
    between the holder of the claim and the wind-down trustee.

  * Holders of equity interests, in Class 4 will have equity
    interests converted into beneficial interests in the equity
    class of the wind-down trust.

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

                    About CMR Mortgage Fund II

San Francisco, California-based CMR Mortgage Fund II, LLC, is a
limited liability company organized for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.   The Company
previously funded lending activities through loan pay downs or pay
offs, as well as by selling its membership interests, and by
selling all or a portion of interests in the loans to individual
investors.  The Company commenced operations in February 2004.
The Company ceased accepting new members in the third quarter of
2006.

The Company and CMR Mortgage Fund III, LLC, filed for Chapter 11
protection on March 31, 2009 (Bankr. N. D. Calif. Case No. 09-
30788 and 09-30802).  Robert G. Harris, Esq., at the Law Offices
of Binder and Malter, represents the Debtor as counsel.  The
Debtor listed between $10 million and $50 million each in assets
and debts.


COLONIAL BANCGROUP: Court to Hear Dispute with FDIC on May 26
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Colonial BancGroup
Inc. is bringing one of the main disputes with the Federal Deposit
Insurance Corp. to a head in bankruptcy court on May 26.  In
November, the FDIC demanded that it be recognized as having a
$1 billion priority claim against the holding company for failure
to remedy a capital deficiency.  Alternatively, the FDIC wants the
case converted to liquidation in Chapter 7.  The holding company
filed a motion last week contending there are no disputed facts
and it's entitled to summary judgment dismissing the claim based
on the capital deficiency.  The Company and the creditors'
committee take the position that the statutory requirements for
the capital deficiency priority claim haven't been satisfied.

                  About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


COLONIAL BANCGROUP: PBGC Assumes Bank Unit's Pension Plan
---------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the underfunded pension plan covering about
3,250 former employees and retirees of Colonial Bank, the
principal subsidiary of Colonial BancGroup Inc., Montgomery, Ala.

The Alabama State Banking Department closed the insolvent Colonial
Bank on August 14, 2009, and placed it into Federal Deposit
Insurance Corp. receivership.  The FDIC sold substantially all
Colonial Bank assets to Branch Banking & Trust Co. of Winston-
Salem, N.C.  BB&T did not assume the pension plan. The PBGC
stepped in because the plan would be abandoned by bankrupt
Colonial BancGroup, now a liquidating corporate shell.

Retirees will continue to receive their monthly benefit payments
without interruption, and other workers will receive their
pensions when they are eligible to retire.

The Colonial Retirement Plan is 75% funded, with about $57 million
in assets and $76 million in benefit liabilities, according to
PBGC estimates.  The agency expects to cover around $18 million of
the nearly $19 million shortfall, and will take over the assets
and use insurance funds to pay guaranteed benefits earned under
the plan, which ended on August 14, 2009.  The PBGC became trustee
of the plan on April 27, 2010.

Within the next several weeks, the PBGC will send trusteeship
notification letters to all plan participants.  Under federal
pension law, the maximum guaranteed pension at age 65 for
participants in plans that terminate in 2009 is $54,000 per year.
The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  TTY/TDD
users should call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Retirees of Colonial BancGroup who draw a benefit from the PBGC
may be eligible for the federal Health Coverage Tax Credit.
Further information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $18.0 million and was not previously included in
the agency's fiscal year 2009 financial statements.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.

                  About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


CONEXANT INC: Retires $106.7MM of Convertible Subordinated Notes
----------------------------------------------------------------
Conexant Systems, Inc., retired $106.7 million in aggregate
principal amount of its outstanding 4% convertible subordinated
notes due in 2026 at a purchase price equal to 101.9 percent of
par value, plus accrued and unpaid interest up to but not
including the date of payment.  The company used cash on hand to
fund the redemption, which was completed on May 3, 2010. Last
quarter, the company retired $105 million of the notes, which were
"puttable" in March 2011. Approximately $20 million of the
convertible notes remain outstanding.

The company expects interest expense to decrease by approximately
$800,000 in the current quarter as a result of the early debt
retirement, and by $1.2 million in subsequent quarters.

                         About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

As of January 1, 2010, the Company had total assets of
$273.747 million against total liabilities of $340.397 million,
resulting in shareholders' deficit of $66.650 million.


CONSECO INC: EVP Christopher Nickele to Head New Business Segment
-----------------------------------------------------------------
Conseco, Inc., disclosed in a press release Thursday that
Christopher J. Nickele, executive vice president, product
management, additionally will become president of a new business
segment comprised primarily of closed blocks of business from
Conseco Insurance Group.  The new segment will be called Other CNO
Business.

Mr. Nickele, 53, joined Conseco in 2005.

"In his new role, Nickele will be responsible for managing the
profitability of blocks of business that are no longer being sold
or marketed by Conseco, which account for about two-thirds of
Conseco Insurance Group's capital, and, while performing within
expectations this quarter, last year produced a loss," CEO Jim
Prieur said.  "Our current and growing business is through
Washington National Insurance Company, led by President Steve
Stecher, which accounts for the remaining one-third of Conseco
Insurance Group's capital.

"The splitting of Conseco Insurance Group's growing business,
Washington National, from those closed blocks of business, Other
CNO Business, is another step in our effort to increase
transparency of our operations, bringing clearer accountability
and focus on our business strategies as we continue in our
transformation of Conseco," Mr. Prieur said.

The Company expects to begin reporting on this new segment basis,
which, in addition to Washington National and Other CNO Business,
includes Bankers Life and Casualty Company and Colonial Penn Life
Insurance Company, by the third quarter of 2010.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco, Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The Company became the successor to Conseco Inc. (Old Conseco), in
connection with the Company's bankruptcy reorganization which
became effective on September 20, 2003.  CNO focuses on serving
the senior and middle-income markets.  The Company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.

The Company's balance sheet as of Dec. 31, 2009, showed
$30.3 billion in assets, $26.8 billion of debts, and $3.5 billion
of stockholders' equity.

                          *     *     *

Conseco, Inc. carries Moody's Investors Service's "Caa1" senior
secured debt with a positive outlook.


CONTINENTAL AIRLINES: Unveils $3 Billion Merger Deal with UAL
-------------------------------------------------------------
Continental Airlines and UAL Corporation's United Airlines on
Monday announced a definitive merger agreement, creating the
world's biggest airline.  The deal is an all-stock merger of
equals.

Continental shareholders will receive 1.05 shares of United common
stock for each Continental common share they own.  The acquisition
is valued at $3.17 billion, based on Friday's closing price,
according to The New York Times.  The merger is expected to be
completed before the end of the year.

United shareholders would own approximately 55% of the equity of
the combined company and Continental shareholders would own
approximately 45%, including in-the-money convertible securities
on an as-converted basis.

Glenn Tilton, chairman, president and chief executive officer of
UAL Corp., will serve as non-executive chairman of the combined
company's Board of Directors through December 31, 2012 or the
second anniversary of closing, whichever is later.  Jeff Smisek,
Continental's chairman, president and chief executive officer,
will be chief executive officer and a member of the Board of
Directors.  He will also become executive chairman of the Board
upon Tilton's ceasing to be non-executive chairman.

The combined organization will draw on the talented group of
leaders from both companies, and key management positions will be
determined prior to the transaction's closing.

The combined company's management team is expected to include an
equitable and balanced selection of executives from each company
with the intention that each company will contribute roughly equal
numbers.  In addition to Messrs. Smisek and Tilton, the 16-member
Board of Directors will include six independent directors from
each of the two companies and two union directors required by
United's charter.

The holding company for the new entity will be named United
Continental Holdings, Inc. and the name of the airline will be
United Airlines -- http://www.unitedcontinentalmerger.com/ The
marketing brand will be a combination of the brands of both
companies.  Aircraft will have the Continental livery, logo and
colors with the United name, and the announcement campaign slogan
will be "Let's Fly Together."  The new company's corporate and
operational headquarters will be in Chicago and it will maintain a
significant presence in Houston, which will be the combined
company's largest hub.  Additionally, the CEO will maintain
offices in both Chicago and Houston.

Mr. Tilton said, "Today is a great day for our customers, our
employees, our shareholders and our communities as we bring
together our two companies in a merger of equals to create a
world-class and truly global airline with an unparalleled network
serving communities worldwide with outstanding customer service.
Building on our Star Alliance partnership, we are creating a
stronger, more efficient airline, both operationally and
financially, better positioned to succeed in a dynamic and highly
competitive global aviation industry.  This combination will
provide a strong platform for sustainable, long-term value for
shareholders, opportunities for employees, and more and better
scheduled service and destinations for customers.  Knowing and
respecting our colleagues at Continental as we do, we are
confident that together we can compete successfully in what is
now, clearly, a global marketplace."

Mr. Smisek said, "This combination brings together the best of
both organizations and cultures to create a world-class airline
with tremendous and enduring strengths.  Together, we will have
the financial strength necessary to make critical investments to
continue to improve our products and services and to achieve and
sustain profitability.  We have forged a highly collaborative
partnership with United over the past two years as we prepared for
and executed a seamless transition to Star Alliance, an important
achievement that gave us valuable experience in working together
and built mutual respect between our two companies.  I look
forward to working with the employees of both companies around the
world, so our airline can become an even stronger global
competitor, deliver sustainable profitability, achieve best-in-
class customer service under our unified brand, create long-term
career opportunities and deliver increased value for
shareholders."

The combination of United and Continental brings together the two
most complementary networks of any U.S. carriers, with minimal
domestic and no international route overlaps.  The combined
company will offer enhanced service to Asia, Europe, Latin
America, Africa and the Middle East from well-placed hubs on the
East Coast, West Coast, and Southern and Midwestern regions of the
United States.  The combined company will have 10 hubs, including
hubs in the four largest cities in the United States, and will
provide enhanced service to underserved small- and medium-sized
communities.  The combined carrier will continue to serve all the
communities each carrier currently serves.  Together, Continental
and United serve more than 144 million passengers per year as they
fly to 370 destinations in 59 countries.

Employees will benefit from improved long-term career
opportunities and enhanced job stability by being part of a
larger, financially stronger and more geographically diverse
carrier that is better able to compete successfully in the global
marketplace.  The companies believe the effect of the merger on
front-line employees will be minimal, with reductions coming
principally from retirements, attrition and voluntary programs.
The company will provide employees with performance-based
incentive compensation programs focused on achieving common goals.
The combined company will be focused on creating cooperative labor
relations, including negotiating contracts with collective
bargaining units that are fair to the company and fair to the
employee.

On a pro forma basis, the combined company would have annual
revenues of approximately $29 billion based on 2009 financial
results, and an unrestricted cash balance of approximately $7.4
billion as of the end of first quarter 2010, including United's
recently closed financing transaction.

The merger is expected to deliver $1.0 billion to $1.2 billion in
net annual synergies by 2013, including between $800 million and
$900 million of incremental annual revenues, in large part from
expanded customer options resulting from the greater scope and
scale of the network, and additional international service enabled
by the broader network of the combined carrier. Expected synergies
are in addition to the significant benefits derived from the
companies' existing alliance and expected from their future joint
venture relationships.  The combined company is also expected to
realize between $200 million and $300 million of net cost
synergies on a run-rate basis by 2013.  One-time costs related to
the transaction are expected to total approximately $1.2 billion
spread over a three-year period.

The combined airline will have the most modern, fuel-efficient
fleet (adjusted for cabin mix) and the best new aircraft order
book among major U.S. network carriers.  It will have the
financial strength to enhance customers' travel experience by
enabling it to invest in globally competitive products, upgrade
technology, refurbish and replace older aircraft, and implement
the best-in-class practices of both airlines.

The merger will create the industry's leading frequent flyer
program, offering vast opportunities for customers to earn and
redeem miles, including on Star Alliance partners.

United and Continental are members of Star Alliance, the world's
largest airline network.  Star Alliance customers will continue to
benefit from service to over 1,000 destinations, more connecting
opportunities, additional scheduling flexibility and access to
leading reciprocal frequent flyer and airport lounge benefits with
Star Alliance's 24 other member airlines around the world.

The merger, which has been approved unanimously by the Boards of
Directors of both companies, is conditioned on approval by the
shareholders of both companies, receipt of regulatory clearance,
and customary closing conditions.  The companies expect to
complete the transaction in the fourth quarter of 2010.  During
the period between signing and closing of the merger, the CEOs of
both companies will lead a transition team, which will develop a
specific integration plan.

J.P. Morgan Securities Inc. and Goldman, Sachs & Co. acted as
financial advisors and provided fairness opinions to United, and
Lazard and Morgan Stanley acted as financial advisors and provided
fairness opinions to Continental.  Jones Day, Vinson & Elkins LLP,
and Freshfields Bruckhaus Deringer LLP acted as legal advisors to
Continental, and Cravath, Swaine & Moore LLP acted as legal
advisor to United.

The companies hosted a webcast Monday at 8:30 a.m. EDT to discuss
the merger.  Participants included Glenn Tilton and Jeff Smisek.
A slide presentation and letters to UAX partners and key partners
related to the merger are available at no charge at:

               http://ResearchArchives.com/t/s?6136
               http://ResearchArchives.com/t/s?6137
               http://ResearchArchives.com/t/s?6138
               http://ResearchArchives.com/t/s?6139

Jad Mouawad and Michael J. de la Merced at The New York Times
report that the merger would put pressure on American Airlines,
which was once the market leader, but which would drop to third
place behind Delta Airlines.  While American's executives say they
do not feel threatened by industry mergers, Wall Street analysts
have been displeased by the company's performance, the NY Times
says.

The NY Times also reports that US Airways, which three weeks ago
began its own merger talks with United, is now left on the
sidelines, raising questions about its ability to survive as a
stand-alone carrier.

The NY Times also reports that the United-Continental deal needs
to win approval from the Justice Department's antitrust division.
The NY Times notes that, unlike the Bush administration's six-
month review of the Delta-Northwest deal, analysts expect a
lengthier and more complex review of this merger.

The NY Times also relates that the merger needs the backing of
employee unions, whose opposition to mergers in the past has
undone many of the proposed savings.  The report notes that one
factor in favor of the deal is that United's pilots' union
indicated last month it would not oppose a deal with Continental,
whose own pilots have so far remained silent.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


CONTINENTAL AIRLINES: UAL Annual Stockholders' Meeting on June 10
-----------------------------------------------------------------
The Annual Meeting of Stockholders of UAL Corporation will be held
on June 10, 2010, at 9:00 am at the United Airlines Education &
Training Center, 1200 E. Algonquin Rd., in Elk Grove Village,
Illinois.

Matters to be voted on:

     1. Election of these members of the Board of Directors:

        -- 11 directors, to be elected by holders of Common Stock;
        -- One ALPA director, to be elected by the holder of Class
           Pilot MEC Junior Preferred Stock;
        -- One IAM director, to be elected by the holder of Class
           IAM Junior Preferred Stock

     2. Ratification of the appointment of the independent
        registered public accountants for 2010

     3. Amendment of the Restated Certificate of Incorporation to
        extend the 5% ownership limit

     4. Any other matters that may be properly brought before the
        meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6122

UAL's United Airlines is in talks with Continental Airlines Inc.
on a possible merger.  As reported by the Troubled Company
Reporter on April 30, 2010, Gina Chon and Susan Carey at The Wall
Street Journal, citing people familiar with the matter, said
Continental Airlines Inc. and United are expected to announce a
deal Monday.

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

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

The TCR, citing The Financial Times, also said on Friday that the
top five executives at UAL stand to receive millions in cash and
stock if United Airlines closes a merger deal with Continental
Airlines Inc.  The FT, citing a blog entry on Footnoted.org, said
had a merger happened in 2009, UAL Chairman and Chief Executive
Glenn Tilton would have received $9 million in a payout triggered
by a change in control of the company.  That figure is nearly four
times the figure listed on the previous year's proxy filing.

According to the FT, the executives, as part of their pay
packages, benefit from explicit clauses which trigger accelerated
payouts should there be a change in control.  In total, the top
five United executives would have been entitled to about
$17.6 million in 2009, the FT said, citing Footnoted.org.

Performance-based equity rewards, normally paid out over several
years, would be brought forward if more than 50% of UAL shares
changed hands, the FT said.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


CORUS BANKSHARES: Has Notice of Default from Preferreds Trustee
---------------------------------------------------------------
Corus Bankshares Inc. said it received a letter from The Bank of
New York Mellon N.A., as trustee for certain holders of trust-
originated preferred securities issued under the trust known as
Corus Statutory Trust IX.

The Letter was addressed to the Company and The Bank of New York
Mellon Trust Company N.A., as Institutional Trustee and Debenture
Trustee with respect to Trust IX established under that certain
Amended and Restated Trust Agreement dated as of June 23, 2005
holding the Floating Rate Junior Subordinated Notes due June 23,
2035 in the aggregate original amount of $25,774,000 issued under
that certain Junior Subordinated Indenture dated as of June 23,
2005 between the Company and BONY.

The Letter, citing authority of the Securityholders under the
Trust Agreement, declares the principal amount of the Notes issued
under the Indenture to be due and payable immediately as a
consequence of an alleged event of default which occurred on
September 11, 2009.  While the Letter does not specifically cite
to exactly which event of default has allegedly occurred under the
Indenture, the Company disagrees that any event of default has
occurred under the Indenture.  The Company believes that the basis
of the allegation is that an event of default somehow occurred on
September 11, 2009 as a result of the appointment by the Office of
the Comptroller of the Currency of the Federal Deposit Insurance
Corporation as the receiver for the Company's subsidiary, Corus
Bank, N.A.

                        Bankruptcy Warning

As reported by the Troubled Company Reporter on March 10, 2010,
Corus Bankshares said a Chapter 11 or liquidation are among the
alternatives being considered by the Company.  Corus said,
"Management is investigating alternatives for the Company's
future, including, but not limited to, reorganization under
Chapter 11, liquidation and the dissolution and winding up of the
Company.  Given the Company's outstanding obligations and other
contingencies, the Company presently does not believe that there
will be any assets remaining to be distributed to its common
shareholders."

                         About Corus Bank

Corus Bank, N.A., was the banking subsidiary of Chicago, Illinois-
based Corus Bankshares, Inc. (NASDAQ: CORS).  Corus Bank was
closed September 11, 2009, by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.


CRS MANAGEMENT: Disclosure Statement Hearing Set for May 11
-----------------------------------------------------------
The Hon. T.M. Weaver will consider at a hearing on May 11, 2010,
at 9:30 a.m., the approval of the Disclosure Statement explaining
CRS Management Company, LLC's Plan of Reorganization.  The hearing
will be held at 6th Floor, Courtroom for the U.S. Bankruptcy Court
for the Western District of Oklahoma, 215 Dean A. McGee, Avenue,
Oklahoma City.

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

According to the Disclosure Statement, the Plan provides for the
bondholders' claims into secured claims and unsecured claims, by
valuing the collateral at its current fair market value.  Under
the plan, unsecured claims will receive nothing.  As to secured
claims, the bonds aggregating $19,900,000 will be exchanged for
new bonds in the aggregate amount of $13,000,000, after which, the
bonds will be cancelled.   Soon as practicable after the effective
date, the Debtor will convey all of its rights, title and interest
in the collateral, except for the Villa Center, to Phoenix
Services Center LLC, the sole member.

The Debtor's right, title and interest in Villa Center will be
conveyed to the Trustee Bank.  The Trustee bank will continue the
offer to sell Villa Center.

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

The Debtor is represented by:

     Mark E. Monfort
     Timothy D. Kline
     Kline Kline Elliot & Bryant, pC
     720 NE 63rd Street
     Oklahoma City, OK 73105

                   About CRS Management Company

Oklahoma City, Oklahoma-based CRS Management Company LLC filed for
Chapter 11 bankruptcy protection on February 5, 2010 (Bankr. W.D.
Okla. Case No. 10-10531).  The Company has assets of $16,115,184,
and total debts of $18,765,000.


DAVID HAUPT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: David J. Haupt
                 aka Jeffrey Haupt
                     David Jeffrey Haupt
               Ngaio T. Murray Haupt
                 aka Ngaio Haupt
                     Nagaio Tara Murray Haupt
                     Ngaio Murray Haupt
               373 Monte Vista
               Costa Mesa, CA 92627

Bankruptcy Case No.: 10-15645

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Paul S. Nash, Esq.
                  38 Technology Drive, Suite 250
                  Irvine, CA 92618-2301
                  Tel: (949) 727-9041
                  Fax: (949) 727-9040
                  E-mail: paulsnash@sbcglobal.net

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

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

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

The petition was signed by the Joint Debtors.


DEBORAH WILSON: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Deborah Dyne Wilson
        7527 E. 1 Street, #8
        Scottsdale, AZ 85251

Bankruptcy Case No.: 10-12988

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  Deconcini McDonald Yetwin & Lacy, PC
                  7310 N 16th Street #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  E-mail: lhirsch@dmylphx.com

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

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

A copy of the Debtor's list of 18 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/azb10-12988.pdf

The petition was signed by the Debtor.


DENNY'S CORP: Oak Street, et al., Send Letter to Shareholders
-------------------------------------------------------------
The so-called Committee to Enhance Denny's -- headed by Oak Street
Capital Management, LLC and Dash Acquisitions LLC -- sent a letter
to shareholders of Denny's Corporation relating to the Company's
May 19, 2010 Annual Meeting.  The letter is available at no charge
at http://www.enhancedennys.com/4-30Letter.pdf

"Do not be misled by Denny's campaign of misinformation to
distract shareholders from the serious issues facing the Company,"
the letter said.

The Committee is seeking shareholder support to elect three new
members to the board of directors of Denny's.  The Committee's
proposed nominees are Patrick Arbor, Jonathan Dash and David
Makula.

"The election of our nominees would result in minority
representation on the Denny's board.  We are not seeking to take
control of the board," the letter said.

Pursuant to the letter, the Committee, which owns approximately
7.1% of the outstanding shares of Denny's, "would like to send a
strong message to the incumbent directors that they are not
satisfied with Denny's poor operating results, failed growth
strategy, high operating expenses and lack of accountability.
These management and operational deficiencies, and the board's
failure to address them during the course of a decade, is
reflected in Denny's share price, which lost a stunning 76% of its
value between the time it emerged from bankruptcy in January 1998
through December 31, 2009."

A full-text copy of the Committee's filing is available at no
charge at http://ResearchArchives.com/t/s?612f

A full-text copy of the panel's presentation is available at no
charge at http://ResearchArchives.com/t/s?6131

A full-text copy of the Company's own presentation is available at
no charge at http://ResearchArchives.com/t/s?6133

                     About Denny's Corporation

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

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


DREIER LLP: Judge Rejects Two Settlement Agreements
---------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has rejected two
linked settlement agreements that had laid to rest disputes
involving an investment firm, the U.S. government and trustees in
the Chapter 11 case of disbarred attorney Marc S. Dreier and his
defunct law firm.  Law360 says Judge Stuart M. Bernstein on
Wednesday denied motions to approve the deals in the U.S.
Bankruptcy Court for the Southern District of New York, saying the
settlements were "reasonable."

                         About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr.
S.D.N.Y. Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


DUBAI WORLD: HSBC Exec Says Restructuring Plan Is "Very Fair"
-------------------------------------------------------------
Reuters reports that Simon Cooper, head of HSBC's Middle East
operations, said Monday Dubai World's restructuring plan is "very
fair" and could be signed by lenders in coming weeks.  According
to Reuters, Mr. Cooper said the remarks on the sidelines of an
HSBC trade survey launch.

"The proposal is very fair and a good way forward for the United
Arab Emirates," Mr. Cooper said in remarks confirmed by a
spokesman, according to Reuters.  "I see no reason why the signing
won't be in a few weeks."

Reuters relates that creditors to Dubai World are still in talks
about the interest rate offer for the new debt issued under the
plan.

Dubai unveiled a $9.5 billion rescue plan for Dubai World and its
property unit Nakheel in March.  Last week, Reuters said a source,
who asked not to be identified, said Dubai World added a 1%
payment-in-kind option, a lump sum interest payment at the end of
a loan maturity, to sweeten the offer.  Reuters said Dubai World
is in talks with a core panel of seven banks -- five foreign and
two local -- which represents more than 97 creditors.

Reuters said under Dubai's debt deal, lenders would receive new
debt covering the $14.2 billion they are owed over five to eight
years at an undisclosed commercial rate.  The plan is to be partly
funded by asset sales, with any shortfall guaranteed by the
government.

Reuters also noted trade creditors of Dubai World's Nakheel unit
have been offered repayment through a mix of 40% cash and 60% in a
sukuk, with a 10% annual return.  Dubai Electricty and Water
Authority offered an 8.5% coupon on a recent bond issue.

According to Reuters, some analysts and bankers said that despite
lenders' dissatisfaction with the offer, they may ultimately
accept the offer.  If lenders reject the proposal, the matter
would go to a special tribunal which is untested and would further
delay repayment, Reuters related.

                       6-Month Standstill

In November 2009, the Troubled Company Reporter ran a story
about Dubai World seeking a six-month standstill on its debt
obligations.  The government of Dubai said it would restructure
Dubai World and has appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."

Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World
has US$59 billion in liabilities.  Bloomberg said Dubai
accumulated US$80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.

The Wall Street Journal said Standard & Poor's in an October
report estimated Dubai World could be responsible for as much as
50% of Dubai's total government and corporate debt load of some
US$80 billion to US$90 billion.

                         Large Exposure

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and
Sara Schaefer Munoz, citing a person familiar with the matter,
said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings
PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered
PLC and ING Groep NV of the Netherlands, are among the
international banks that have large exposure in Dubai World.

RBS has lent roughly US$1 billion to Dubai World, another person
said, according to the Journal.  Sources also told the Journal
Barclays's exposure to Dubai World is roughly US$200 million, and
that exposure is effectively hedged.

David Robertson at The (U.K) Times reported Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.

The Journal, citing people familiar with the matter, said the
banks with the greatest exposure to Dubai World are Abu Dhabi
Commercial Bank and Emirate NBD PJSC, people familiar with the
matter said.

Dow Jones Newswires' Margot Patrick related that a report by the
Emirates Banks Association said the top eight foreign banks in the
United Arab Emirates by lending volume -- HSBC, Standard
Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro,
Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's
Calyon -- extended about US$36 billion in loans in 2008
throughout the federation, without breaking down the loans by
emirate or type of borrower.

                       About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.


EDIBERTO SANTIAGO: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------------
Telegram & Gazette in Worcester, Massachusetts reports that
Ediberto Santiago filed for Chapter 7 liquidation, listing assets
and debts of between $100,000 and $500,000.

A meeting of creditors is set for June 2, 2010.

Mr. Santiago said unsecured creditors include Bay State Savings
Bank, the Internal Revenue Service, the Massachusetts Department
of Revenue, Salem Five Cents Savings Bank, Sovereign Bank and
Spencer Savings Bank.

Ediberto Santiago is a city businessman who formerly operated
Santiago's Market at 664 Main Street.


ESCADA AG: US Unit Wins Approval of Liquidating Plan Outline
------------------------------------------------------------
Escada USA won approval of the disclosure statement explaining its
liquidating Chapter 11 plan.  It will present the Plan for
confirmation at a hearing on June 8.  Escada USA, now known as
EUSA Liquidating Inc. following the sale of its business in
January, is promising unsecured creditors owed a total of
$370 million 3% to 8% recovery on their claims.  Tax claims of
$2.9 million will be paid in full.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of EUR338.9 million
as of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


EVA PERSON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Eva Person
               George Person
               423 N. Ridgeland
               Oak Park, IL 60302

Bankruptcy Case No.: 10-19383

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Chad M. Hayward, Esq.
                  The Law Offices of Chad M. Hayward, P.C.
                  343 W. Erie, Suite 510
                  Chicago, IL 60610
                  Tel: (312) 867-3640
                  Fax: (312) 276-4539
                  E-mail: courtnotice@haywardlawoffices.com

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

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

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-19383.pdf

The petition was signed by the Joint Debtors.


FREDDIE MAC: Issues March 2010 Monthly Volume Summary
-----------------------------------------------------
Federal Home Loan Mortgage Corporation on April 30, 2010, issued
its March 2010 Monthly Volume Summary.  A full-text copy of the
Monthly Volume Summary is available at no charge at
http://ResearchArchives.com/t/s?6128

Freddie Mac reported that:

     -- The total mortgage portfolio decreased at an annualized
        rate of 9.1% in March.

     -- Refinance-loan purchase and guarantee volume was $23.1
        billion in March, up from $22.6 billion in February.

     -- The aggregate unpaid principal balance (UPB) of Freddie's
        mortgage-related investments portfolio was $753.3 billion
        at March 31, 2010, up from $732.2 billion at February 28,
        2010.

     -- Growth in the mortgage-related investments portfolio
        largely relates to purchases of loans from PCs held by
        third parties.

     -- The net amount of mortgage-related investments portfolio
        mortgage purchase (sale) agreements entered into during
        the month of March totaled $(4.862) billion, down from the
        $(1.997) billion entered into during the month of
        February.

     -- Total guaranteed PCs and Structured Securities issued
        decreased at an annualized rate of 41.8% in March.

     -- Single-family delinquency rate fell to 4.13% in March,
        down 7 basis points from February.  Multifamily
        delinquency rate was 0.24% in March.

     -- The measure of the Company's exposure to changes in
        portfolio market value (PMVS-L) averaged $513 million in
        March. Duration gap averaged 0 months.

     -- On February 10, 2010, the Company announced it will
        purchase substantially all of the single-family mortgage
        loans that are 120 days or more delinquent from the
        Company's PCs.

     -- On September 6, 2008, the Director of the Federal Housing
        Finance Agency appointed FHFA as Conservator of Freddie
        Mac.

                        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: Court Confirms New World Plan
----------------------------------------------
Bankruptcy Law360 reports that investors Signature Group Holdings
LLC and New World Acquisition LLC have won confirmation for a
jointly backed proposal to reorganize Fremont General Corp.,
possibly bringing an end to a contentious Chapter 11 plan battle
that at one time involved as many as five groups of stakeholders.
Judge Erithe A. Smith confirmed the plan Thursday in the U.S.
Bankruptcy Court for the Central District of California, according
to an attorney for Signature Group.

                       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.



FRONTIER FINANCIAL: May File for Chapter 7 Liquidation
------------------------------------------------------
Frontier Financial Corporation disclosed that on Friday, April 30,
2010, Frontier Bank, the wholly-owned subsidiary of the
Corporation, was closed by the State of Washington, Department of
Financial Institutions, Division of Banks and the Federal Deposit
Insurance Corporation was appointed as receiver of the Bank.

In addition, the Corporation announced that on April 30, 2010,
immediately following the closure of the Bank, all of the
directors of Frontier Bank resigned from its board.

The Corporation's shares of Frontier Bank were its principal
asset, and as a result of the Bank's closure, the Corporation is
insolvent and will either be dissolved and liquidated by its board
of directors or file a Chapter 7 bankruptcy proceeding for
liquidation.

Everett, Wash.-based Frontier Financial Corporation (Nasdaq: FTBK)
-- http://www.frontierbank.com/-- is a financial holding company,
providing financial services through its commercial bank
subsidiary, Frontier Bank, since 1978.  Frontier Bank offers a
wide range of banking and financial services to businesses and
individuals in its market area, including trust, cash management,
and investment and insurance products.  Frontier operates 47
offices in Clallam, Jefferson, King, Kitsap, Pierce, Skagit,
Snohomish, Thurston, Whatcom counties in Washington and 3 offices
in Oregon.

The Company's balance sheet as of December 31, 2009, showed
$3.595 billion in assets, $3.533 of liabilities, and $61.5 million
of shareholders' equity.

                          *     *     *

Moss Adams LLP, in Everett, Wash., in its audit report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
of the Company's operating losses, its deteriorating capital
position, and its Stipulation and Consent to the Issuance of an
Order to Cease and Desist with the Federal Deposit Insurance
Corporation and Washington State Department of Financial
Institutions.


FRONTIER FINANCIAL: Stock to Be Delisted From Nasdaq
----------------------------------------------------
Frontier Financial Corporation disclosed that as a result of the
recent, previously announced closure of the Company's wholly-owned
subsidiary and principal asset, Frontier Bank, and the expected
dissolution or bankruptcy, and liquidation of the Company, trading
in the Company's common stock was halted by The Nasdaq Stock
Market starting on Monday, May 3, 2010, and the Company was
notified by Nasdaq on May 3, 2010, that the Company's stock will
be delisted from Nasdaq on May 12, 2010.  This action is being
taken by Nasdaq pursuant to its Listing Rules 5100 and 5110.

Everett, Wash.-based Frontier Financial Corporation (Nasdaq: FTBK)
-- http://www.frontierbank.com/-- is a financial holding company,
providing financial services through its commercial bank
subsidiary, Frontier Bank, since 1978.  Frontier Bank offers a
wide range of banking and financial services to businesses and
individuals in its market area, including trust, cash management,
and investment and insurance products.  Frontier operates 47
offices in Clallam, Jefferson, King, Kitsap, Pierce, Skagit,
Snohomish, Thurston, Whatcom counties in Washington and 3 offices
in Oregon.

The Company's balance sheet as of December 31, 2009, showed
$3.595 billion in assets, $3.533 of liabilities, and $61.5 million
of shareholders' equity.

                          *     *     *

Moss Adams LLP, in Everett, Wash., in its audit report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
of the Company's operating losses, its deteriorating capital
position, and its Stipulation and Consent to the Issuance of an
Order to Cease and Desist with the Federal Deposit Insurance
Corporation and Washington State Department of Financial
Institutions.


FX LUXURY: NexBank Blocks Hiring of Fox & Greenberg as Counsel
--------------------------------------------------------------
NexBank, SSB, as successor administrative and collateral agent for
the second lien lenders, has asked the U.S. Bankruptcy Court for
the District of Nevada not to grant FX Luxury Las Vegas I, LLC's
request to employ Fox Rothschild LLP as general bankruptcy counsel
and Greenberg Traurig, LLP, as special corporate and real estate
counsel.

In support of the applications, the Debtor filed these verified
statements: (i) Hal L. Baume of Fox Rothschild and (ii) Bob Olson
of Greenberg Traurig, as required by the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure.  NexBank says that the FR
Statement inadequately discloses that its shareholder Brett A.
Axelrod et al. defected to FR just a few hours after the FR
Statement was filed and the GT Statement leaves it out altogether,
both applications should be categorically denied.

GT has represented, and continues to represent, the insiders, the
Debtor and the FX Entities and their affiliates for a number of
years.  GT has been paid approximately $1.55 million for fees and
expenses incurred in the year preceding the Petition Date "in
connection with the Debtor's restructuring," $750,000 of which was
paid directly by the insiders.  GT, according to NexBank, didn't
disclose who paid the balance of the $1.55 million of its
prepetition fees.  "Given that the Debtor had no access to its
cash flow, and upon information and belief, the insiders caused
FXRE to enter into subscription agreements with them for the
purchase of convertible preferred stock and warrants by the
Insiders, which proceeds were used by FXRE to, among other things,
pay Greenberg's fees and expenses," GT states.

NexBank says that other non-disclosures are:

     -- GT didn't disclose at all, and FR didn't disclose the
        circumstances of, GT shareholder Brett A. Axelrod's move
        from GT to FR on the Petition Date;

     -- Neither FR nor Greenberg disclosed whether they
        investigated Ms. Axelrod's imputation of conflict and the
        existence of the Greenberg Litigation Hold Letters;

     -- FR didn't disclose whether GT owes money to Ms. Axelrod et
        al. and whether any of those monies stem from representing
        the Debtor, the FX Entities or the Insiders; and
     -- GT didn't disclose that all of its approximate
        $1.55 million of fees and expenses were paid by the
        insiders, either directly or via the subscription
        proceeds.

"Rather than disclosing their conflicts as required by the
Bankruptcy Rules, we now have Axelrod, one of pre-packaged
liquidation plan architects will conducting the case as a FR
partner while Greenberg will act as 'special counsel'," NexBank
states.

NexBank says that neither GT nor FR may be retained as counsel for
the Debtor in this case because they are not "disinterested" and
they hold and represent interests adverse to the Debtor and its
estate.  Among other conflicts, as set forth in the GT
Statement:

     -- GT has represented, and continues to represent the
        insiders with respect to numerous transactions and such
        conflicts are imputed to FR;

     -- GT represented the Debtor in connection with the Lock-Up,
        the Liquidating Plan and the Prearranged Sale, in which
        the Debtor obligated itself to effectuate a transaction
        for the insiders' benefit while wiping out the Second Lien
        Lenders, other unsecured creditors and the non-insider
        FXRE equity holders; and

     -- GT's fees in connection with the Debtor's "restructuring"
        were paid by the insiders.

NexBank is represented by Kolesar & Leatham, CHTD., and Haynes And
Boone, LLP.

                           About FX Luxury

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
owns approximately 17.72 contiguous acres of real property located
at the southeast corner of Las Vegas Boulevard and Harmon Avenue
in Las Vegas, Nevada, which secures its mortgage loans in the
aggregate principal amount of $454 million as of April 21, 2010.
FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate
and Entertainment Inc.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its
restructuring effort as the Company's bankruptcy counsel.
Greenberg Traurig, LLP, is the Company's special counsel.  Sierra
Consulting Group, LLC, is the Company's financial advisor.  Kent
Appraisal Services is the Company's real estate appraiser.

The Company listed $139,636,791 in assets and $492,568,036 in
debts.


FX LUXURY: Shareholders of Parent File $150MM Derivative Suit
-------------------------------------------------------------
Bankruptcy Law360 reports that shareholders of FX Real Estate and
Entertainment Inc. have launched a $150 million derivative suit
against company insiders following the Chapter 11 filing of one of
FXRE's Las Vegas subsidiaries, saying the proposed restructuring
plan will wipe out shareholders' property interests while
providing a windfall for company bigwigs.

According to Law360, directors and officers breached the company's
$475 million default on first and second mortgage loans secured by
about 18 acres of property it owns.

                           About FX Luxury

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
owns approximately 17.72 contiguous acres of real property located
at the southeast corner of Las Vegas Boulevard and Harmon Avenue
in Las Vegas, Nevada, which secures its mortgage loans in the
aggregate principal amount of $454 million as of April 21, 2010.
FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate
and Entertainment Inc.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its
restructuring effort as the Company's bankruptcy counsel.
Greenberg Traurig, LLP, is the Company's special counsel.  Sierra
Consulting Group, LLC, is the Company's financial advisor.  Kent
Appraisal Services is the Company's real estate appraiser.

The Company listed $139,636,791 in assets and $492,568,036 in
debts.


GEMS TV: To Auction Non-Inventory Assets by May 18
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Gems TV (USA) Ltd.
intends to hold an auction by May 18 for the sale of most of the
assets other than inventory and the Gems TV trademark.  The first
bid at auction, $3.7 million, is to come from Zalemark Holding Co.
The buyer is taking other trademarks and customer lists.

According to the report, the bankruptcy judge scheduled a hearing
on May 5 to consider approving auction and sale procedures.  Gems
TV wants other bids by May 17.  The hearing for approval of the
sale is set for May 19.

                        About Gets TV (USA)

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

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


GENERAL GROWTH: Submits Revised $6.55-Bil. Deal with Brookfield
---------------------------------------------------------------
General Growth Properties, Inc., will seek Bankruptcy Court
approval of bidding procedures and compensation for the financial
commitments to be provided pursuant to a revised $6.55 billion
equity investment and $2 billion capital backstop offer from
Brookfield Asset Management, Pershing Square Capital Management
and Fairholme Funds.  The Company will continue to consider
competitive proposals and expects to select its plan for emergence
from bankruptcy in early July.

"We are very pleased to recommend the Brookfield-led proposal as
the transaction that offers the best opportunity at this time to
maximize long-term value for stockholders while ensuring full
payment to creditors," said Adam Metz, Chief Executive Officer of
GGP.  "With the revised proposal, we have now secured commitments
for all financing needed to emerge from bankruptcy.  The
Brookfield-led proposal also allows the Company to continue its
process to solicit higher and better offers pursuant to the bid
procedures to be approved by the Bankruptcy Court."

The Official Committee of General Growth's Equity Committee
supports the revised Brookfield-led proposal and the relief
requested in the motion.  The investment offer remains subject to
higher and better offers pursuant to a bidding process that is
subject to approval by the Bankruptcy Court.

                Terms of the Revised Brookfield-Led Proposal

Under the terms of the amended agreements, the Company expects to
emerge from Chapter 11 as two separate companies: General Growth
Properties, which will own traditional shopping mall properties,
and General Growth Opportunities, which will own a diverse
portfolio of assets with attractive longer-term growth prospects.
The investors would commit $6.3 billion of new equity capital at a
value of $10.00 per share for New GGP and $250 million to backstop
a rights offering for GGO at $5.00 per share to facilitate GGP's
emergence from bankruptcy.

The principal changes from the original proposal submitted by the
Brookfield-led investors include:

-- The investors have agreed to backstop an additional
   $2.0 billion of capital to be raised at closing, including
   $1.5 billion of debt and a $500 million equity rights offering;

-- The interim warrants to be issued to the investment parties as
   part of the transaction will vest over time rather than
   immediately as follows: -- 40% upon Bankruptcy Court approval

-- 20% on July 12

-- Remainder would continue to vest pro rata through expiration of
   commitment;

-- The permanent warrants will include 120 million 7-year warrants
   for reorganized GGP stock at a strike price of $10.50 and
   80 million 7-year warrants for GGO at a strike price of $5.00;
   and

-- Brookfield has agreed to enter into a strategic relationship
   agreement to use GGP as its primary platform for any regional
   mall opportunities it or its affiliates pursue in North
   America;

-- Several closing conditions were eliminated or made less
   restrictive.

"We are pleased to reach this agreement with Brookfield, Pershing
Square and Fairholme and view this as a critical step to create
long-term value for the Company and its stockholders," said Thomas
H. Nolan, Jr., President and Chief Operating Officer of GGP.
"Combined with the announcement last week that GGP has received
approval to restructure substantially all of its secured mortgage
indebtedness, we are well on our way to emerging from bankruptcy
by the fall and beginning the next successful chapter for GGP and
GGO."

UBS Investment Bank and Miller Buckfire & Co., LLC, served as
financial advisors to General Growth Properties, and Weil, Gotshal
& Manges LLP acted as legal counsel to the company.

                 Board Selects Brookfield Bid

Michael J. de la Merced at The New York Times reported that a
person briefed on the matter told NY Times' DealBook said the
board of General Growth Properties voted Sunday night to choose a
revised investment plan led by Brookfield Asset Management to help
the Debtors exit bankruptcy.

The source told DealBook General Growth chose Brookfield's revised
plan -- which included a slight price bump -- in part because it
remained concerned with potential antitrust hurdles embedded
within the proposal from Simon Property Group.  According to the
NY Times, General Growth and Brookfield's group were still
finalizing terms of the deal as of Monday morning.

Under the terms of both the Brookfield and Simon proposals,
General Growth would split itself upon exiting bankruptcy into two
companies. One, to be called General Growth Properties, would
include the majority of the company's holdings; the other, to be
called General Growth Opportunities, includes properties that the
company feels are currently undervalued and in some cases are .

Brookfield's investment group, which includes Fairholme Capital
Management and Pershing Square Capital Management, raised its
offer to acquire shares of General Growth for $10.50 a share --
from $10.  The consortium also agreed to spread out the vesting of
120 million warrants over several months, instead of issuing them
immediately after gaining stalking-horse status.

Simon proposed an unsolicited $10 billion takeover bid in
February.  General Growth rejected Simon's bid as too low and
instead turned to the Brookfield investment plan.

Simon emphasized that under its plan, it would not ask General
Growth to issue the 120 million warrants, arguing that they are
costly and unnecessary.

Simon revised its offer to match Brookfield's proposal, and the
company has drawn in at least five investors who would contribute
more than $2 billion in additional capital. It has also warned
that it would probably drop out of the bidding if Brookfield's
offer was certified as the stalking-horse plan.

Under the terms of both the Brookfield and Simon proposals,
General Growth would split itself upon exiting bankruptcy into two
companies. One, to be called General Growth Properties, would
include the majority of the company's holdings; the other, to be
called General Growth Opportunities, includes properties that the
company feels are currently undervalued and in some cases are.

According to the NY Times, at a hearing scheduled for Wednesday in
Manhattan bankruptcy court, Judge Allan Gropper will be asked to
certify Brookfield as General Growth's "stalking horse" bidder.

Brookfield has argued Simon's proposal would likely be rejected by
antitrust regulators.  Simon has since revised its offer to keep
its voting interest in General Growth to about 10% and that it
aims to increase the value of its investment.  The NY Times says
Simon hasn't ruled out making a full bid for General Growth
sometime in the near future, according to people close to the
company.

The NY Times also notes that General Growth's bankruptcy case is
seen largely as a success so far.  The NY Times points out the
Company shares have resumed trading on the New York Stock Exchange
-- unusual for a company still in Chapter 11 protection -- and its
shares closed on Friday at $15.70.

                       About General Growth

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

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

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


GENERAL MOTORS: EU Unit Reaches Deal on Closure of Antwerp Plant
----------------------------------------------------------------
Nick S. Cyprus, Vice President, Controller and Chief Accounting
Officer at General Motors Company, reports that on April 26, 2010
an agreement was reached between GM's European management and
employees regarding the closure of the plant in Antwerp, Belgium
and certain termination benefits to be received by the employees.
The termination benefits will be offered to all of the
approximately 2,600 employees at the plant.  The total estimated
cost for termination benefits to all 2,600 employees is
approximately EUR400 million.  The charges are expected to result
in future cash expenditures.  A significant number of employees
are expected to accept the terms and leave before the end of June
2010.

In addition, GM European management and employee representatives
entered into a Memorandum of Understanding whereby both parties
will cooperate in a working group, led by the Flemish government,
in order to find an outside investor to acquire the plant. The
search will conclude at the end of September 2010. If an investor
is found, the investor will determine the number of employees that
it would hire.  Employees who had not previously accepted
termination benefits and were not hired by the purchaser of the
plant would receive termination benefits.  If an investor is not
found, termination benefits will be offered to the remaining
employees and the plant will close by December 31, 2010.

                       About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At December 31, 2009, GM had total assets of US$136.295 billion
against total liabilities of US$107.340 billion.  At December 31,
2009, total equity was US$21.249 million.

                   About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GLOBAL CROSSING: Posts $119 Million Net Loss for First Quarter
--------------------------------------------------------------
Global Crossing reported its unaudited first quarter March 31,
2010 results.  The Company reported a $119.0 million net loss on
$648.0 million of revenue for the three month ended March 31,
2010, compared with a $58.0 million net loss on $609.0 million of
revenue for the same period a year ago.

The Company's balance sheet showed $2.3 billion in total assets
and $2.7 million in total liabilities, for a $400 million
stockholders' deficit as of March 31, 2010.

"Our 'Invest and Grow' revenue increased nine percent year over
year, consistent with the assumptions underlying our annual
guidance," said John Legere, chief executive officer of Global
Crossing.  "We are investing in our product and service
capabilities, as well as our sales resources, and we are seeing
encouraging signs of improving order volumes. We remain confident
about the full-year outlook and our strategic positioning for
long-term growth."

                       First Quarter Results

Global Crossing's consolidated revenue was $648 million in the
first quarter of 2010, essentially flat on a sequential basis and
an increase of 6 percent year over year.  The sequential
comparison included an $8 million unfavorable foreign exchange
impact and the year-over-year increase included a $26 million
favorable foreign exchange impact.  In constant currency terms,
consolidated revenue increased 1 percent sequentially and 2
percent year over year.

The Company's "invest and grow" services generated revenue of
$554 million in the first quarter.  This represents a decrease of
1 percent sequentially and an increase of 9 percent year over
year, including substantially all of the foreign exchange impacts
referenced above.  In constant currency terms, "invest and grow"
revenue grew 1 percent sequentially and 4 percent year over year.

On a segment basis, ROW, GC Impsat and GCUK generated "invest and
grow" revenue of $312 million, $129 million, and $119 million,
respectively.  Sequentially, in constant currency terms, ROW
decreased 1 percent and both GC Impsat and GCUK were flat.
Sequentially, "invest and grow" revenue in the ROW segment was
unfavorably impacted by a $6 million reduction in intercompany
sales.  Year over year, in constant currency terms, ROW, GC Impsat
and GCUK increased 5 percent, 4 percent, and 1 percent,
respectively.

The Company's wholesale voice business generated revenue of
$94 million in the first quarter, a 1 percent increase
sequentially and a 4 percent decline year over year.

Global Crossing reported gross margin for the first quarter of
$193 million, compared with $190 million in the fourth quarter of
2009 and $179 million in the first quarter of 2009.  Foreign
currency unfavorably impacted gross margin by $2 million
sequentially and favorably impacted gross margin by $9 million
year over year.  Excluding foreign exchange impacts, the
sequential improvement in gross margin was driven by an increase
in revenue and $10 million of property tax and insurance
recoveries in the quarter, partially offset by a $6 million
increase in accrued incentive compensation as well as costs
incurred for a subsea cable repair.  Excluding foreign exchange
impacts, the year over year increase in gross margin was primarily
driven by an increase in revenue and the previously mentioned
property tax and insurance recoveries, partially offset by higher
real estate expenses, a $4 million increase in accrued incentive
compensation and the cost incurred on the previously mentioned
subsea cable repair.

SG&A expenses were $116 million in the first quarter of 2010,
compared with $107 million in the fourth quarter of 2009 and
$104 million in the first quarter of 2009.  Foreign currency
favorably impacted SG&A by $1 million sequentially and unfavorably
impacted SG&A by $4 million year over year.  Excluding foreign
exchange impacts, the sequential increase was principally due to a
$4 million increase in accrued incentive compensation, as well as
higher sales commissions.  Excluding foreign exchange impacts, the
year over year increase was principally due to a $3 million
increase in accrued incentive compensation, as well as higher
sales commissions.

Global Crossing reported $77 million of OIBDA in the first
quarter, compared with $83 million in the fourth quarter of 2009
and $75 million in the first quarter of 2009.  On a segment basis,
ROW, GC Impsat and GCUK contributed $7 million, $40 million and
$30 million, respectively.

Global Crossing's consolidated net loss applicable to common
shareholders was $120 million for the first quarter of 2010.  On a
sequential basis, net loss increased $82 million, principally due
to unfavorable foreign exchange impacts and a benefit in the
provision for income taxes in the prior quarter.  On a year-over-
year basis, net loss increased $61 million, principally due to
unfavorable foreign exchange impacts, an increase in interest
expense and higher depreciation and amortization.

                         Cash and Liquidity

As of March 31, 2010, Global Crossing had $359 million of
unrestricted cash, compared with $477 million at December 31, 2009
and $306 million at March 31, 2009.  Including $14 million of
restricted cash, Global Crossing had total cash of $373 million at
March 31, 2010.  The devaluation of the Venezuelan Bolivar in
January had a $27 million unfavorable impact on our unrestricted
cash balances as of March 31, 2010.

Cash used in operating activities for the first quarter was
$31 million.  Global Crossing received $23 million in proceeds
from the sale of IRUs and prepaid services in the first quarter.
Uses of cash for the quarter included $55 million for capital
expenditures and principal payments on capital leases.

The Company reported negative Free Cash Flow of $72 million in the
quarter, compared with positive $72 million in the prior quarter
and negative $32 million in the year-ago period.  The sequential
decrease was primarily driven by a use of cash for working
capital, higher cash interest and lower sales of IRUs and prepaid
services, as anticipated.  Year over year, the variance was
principally driven by an increase in cash interest expense and
lower sales of IRUs and prepaid services.

A full-text copy of the Company's unaudited financial results is
available for free at http://ResearchArchives.com/t/s?612b

                        About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
is a global IP and Ethernet solutions provider with the world's
first integrated global IP-based network.  The company offers a
full range of data, voice and collaboration services with an
industry leading customer experience and delivers service to
approximately 40% of the Fortune 500, as well as to 700 carriers,
mobile operators and ISPs.  It delivers converged IP services to
more than 700 cities in more than 70 countries around the world.

At December 31, 2009, the Company had total assets of
US$2.488 billion and total liabilities of US$2.848 billion,
resulting in a US$360 million stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.


GOTTSCHALKS INC: Delays Filing of Form 10-K for Year Ended Jan. 30
------------------------------------------------------------------
Gottschalks Inc. disclosed in a regulatory filing Friday that it
will not be able to file its annual report on Form 10-K for the
fiscal year ended January 30, 2010, by May 15, 2010.  The Company
said it cannot make any assurance when, if ever, it will complete
and file the Form 10-K.  The Company was also not able to file its
Form 10-K for the fiscal year ended January 31, 2009, and the
quarterly reports on Form 10-Q for the fiscal quarters ended
May 2, August 1, and October 31, 2009.

The Company anticipates that there will be a significant change in
results of operations for the fiscal year ended January 30, 2010,
as compared to the prior fiscal year ended January 31, 2009.  The
Company anticipates specifically that the results will reflect an
operating loss and a net loss for fiscal 2009 that could be
significantly greater than in fiscal 2008 due, in part, to the
closure of 59 full-line Gottschalks department stores and 3
specialty stores; the cessation of retail operations; the sale of
substantially all assets; the results of certain on-going
liquidation sales of all remaining assets; the winding down of
operations; potential asset impairment charges; and increased
professional fees and costs related to its Chapter 11 proceedings.
Because of the on-going work associated with the Chapter 11
proceedings, the Company says it is currently unable to provide a
reasonable estimate of its results of operations for fiscal 2009.

As of November 1, 2008, the Company's balance sheet showed
$364.8 million in assets, $272.3 million in liabilities, and
$92.4 million in stockholders' equity.

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.


GRANT FOREST: Gets U.S. Recognition of CCAA Proceedings
-------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware recognized Grant Forest Products Inc., et
al.'s CCAA proceeding as a foreign main proceeding.

Ernst & Young Inc. is the monitor and foreign representative of
the Debtors.

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

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

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

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


GREATER MOUNT ZION: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Greater Mount Zion Baptist Church
        1201 S Market
        Wichita, KS 67211

Bankruptcy Case No.: 10-11412

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Nicholas R. Grillot, Esq.
                  Redmond & Nazar, LLP
                  245 N. Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  E-mail: ngrillot@redmondnazar.com

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

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

According to the schedules, the Company says that assets total
$1,330,111 while debts total $322,728.

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/ksb10-11412.pdf

The petition was signed by George Johnson, authorized agent.


GREEN VALLEY: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Las
Vegas-based Green Valley Ranch Gaming LLC.

S&P had previously lowered its corporate credit and issue-level
ratings for the company to 'D' on April 16, 2010, following Green
Valley's failure to make interest payments on its first- and
second-lien term loans.


GSI GROUP: Equity Holders Offer Alternative Plan
------------------------------------------------
BankruptcyData.com reports that GSI Group's committee of equity
security holders filed with the Bankruptcy Court an objection to
the third amended Chapter 11 plan.  The Equity Committee made the
filing "to make the Court aware of a pending plan proposal by the
Committee that would (i) result in a substantially better recovery
for the equity holders of GSI Ground Inc. and enable them to
maintain 100% of the equity in GSI Group Inc. and (ii) involve the
reinstatement of the Senior Notes."

                          About GSI Group

Bedford, Mass.-based GSI Group Inc. -- http://www.gsig.com/--
designs, develops, manufactures and sells photonics-based
solutions (consisting of lasers, laser systems and electro-optical
components), precision motion devices, associated precision motion
control technology and systems.  The Company's customers
incorporate the Company's technology into their products or
manufacturing processes, for a wide range of applications in the
industrial, scientific, electronics, semiconductor, medical and
aerospace.

The Company and two of its affiliates filed for Chapter 11
protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No.
09-14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represents the Debtors as lead counsel.  Mark Minuti, Esq., at
Saul Ewing LLP, as its local counsel.  The Debtors selected Garden
City Group Inc. as their claims and notice agent.  In their
petition, the Debtors posted $555,000,000 in total assets and
$370,000,000 in total liabilities as of Nov. 6, 2009.


HARBOUR EAST: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Harbour East Development, Ltd., has filed with the U.S. Bankruptcy
Court for the Southern District of Florida an amended list of its
20 largest unsecured creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Cielo on the Bay
Condominium Association
7935-37 East Drive              Condominium
North Bay Village, FL 33141     Assessments             $186,000

Revuelta Vega Leon
2950 SW 27th Avenue
Suite 310                       Architectural
Miami, FL 33133                 Services                $106,000

Whirpool Corporation
3019 Acazar Place #104
Palm Beach Gardens, FL
33410                           Kitchen Appliances       $28,521

DK Phillips, Attorneys at Law   Legal Fees relating
                                To litigation unit
                                1502                      $9,718

Kramer and Associates                                     $8,000

Kent Harrison Robbins           Legal Fees -
                                Litigation on Unit
                                1002/1203                 $7,000

Eco Simplista                                             $6,600

Ray Rodriguez                   Residential Lease         $2,900

Zobieda Rothstein               Rsidential Lease          $2,900

Billy Bean                      Residential Lease
                                Security Deposit          $2,600

Scott Dearden                   Residential Lease
                                Security Deposit          $2,300

Florida Power and Light         Utility Service -
                                Developer Units           $1,850

North Bay Village               Water/Garbage             $1,850

FPTS Tax Consulting                                       $1,600

Felipe Sanchez                                            $1,000

Blass & Frankel, PA             Condominium
                                Lawyer                      $695

Thysenkrupp                     Elevator                    $500

AT&T                            Telephone Services          $450

Atlantic Broadband Cable        Cable/Internet              $350

Power Depot                     Generator                   $250

North Bay Villae, Florida-based Harbour East Development, Ltd.,
filed for Chapter 11 bankruptcy protection on April 22, 2010
(Bankr. S.D. Fla. Case No. 10-20733).  Michael L Schuster, Esq.,
who has an office in Miami, Florida, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


HARBOUR EAST: Section 341(a) Meeting Scheduled for May 25
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Harbour
East Development, Ltd.'s creditors on May 25, 2010, at 2:00 p.m.
The meeting will be held at Claude Pepper Federal Building, 51 SW
First Avenue Room 1021, Miami, FL 33130.

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.

North Bay Villae, Florida-based Harbour East Development, Ltd.,
filed for Chapter 11 bankruptcy protection on April 22, 2010
(Bankr. S.D. Fla. Case No. 10-20733).  Michael L Schuster, Esq.,
who has an office in Miami, Florida, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


HARBOUR EAST: Taps Bauch & Michaels as Bankruptcy Counsel
---------------------------------------------------------
Harbour East Development, Ltd., has sought permission from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Bauch & Michaels, LLC, as bankruptcy counsel.

Bauch & Michaels will, among other things:

     a. render legal advice with respect to the powers and duties
        of the Debtor to continue to operate its business and
        manage its property as debtor-in-possession;

     b. negotiate, prepare and file a plan or plans of
        reorganization and disclosure statements in connection
        with the plans, and otherwise promote the financial
        reorganization of the Debtor;

     c. take necessary action to protect and preserve the estate
        of the Debtor, including the prosecution of actions on the
        Debtor's behalf, the defense of any actions commenced
        against the Debtor, negotiations concerning litigation in
        which the Debtor is or becomes involved, and the
        evaluation and objection to claims filed against the
        estate; and

     d. prepare applications, motions, answers, orders, reports
        and papers in connections with the administration of the
        estate herein, and appear on behalf of the Debtor at all
        court hearings in connection with the Debtor's case.

Bauch & Michaels will be paid based on the hourly rates of its
personnel:

        Paul M. Bauch                       $400
        Kenneth A. Michaels, Jr.            $375
        Carolina Y. Sales                   $195
        Luke J. Hinkle                      $150
        Partners                         $375-$400
        Attorneys of Counsel             $375-$400
        Associates                       $150-$195
        Paralegals                        $60-$125

Paul M. Bauch, a member at Bauch & Michaels, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.


HARBOUR EAST: Wants to Hire Genovese Joblove as Bankr. Counsel
--------------------------------------------------------------
Harbour East Development, Ltd., has asked for authorization from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Genovese Joblove & Battista, P.A., as local bankruptcy
counsel, nunc pro tunc to the Petition Date.

The Debtor filed an application to employ and retain Bauch &
Michaels, LLC (B&M) as its lead attorneys in the Debtor's Chapter
11 case.  B&M does not operate or maintain an office in the State
of Florida.  To comply with Local Rule 2090-1, the Debtor is
required to retain Florida counsel.  The Debtor believes that GJB
is qualified to act as its Florida counsel and that it is in the
best interest of the estate to retain GJB as local Florida counsel
in this case.

GJB will:

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

     (b) represent the Debtor in matters in which B&M has a
         conflict; and

     (c) collaborate with B&M on all matters within the scope of
         B&M's retention as general counsel to the Debtor in
         respect of which it seeks GJB's assistance as local
         Florida counsel and undertake such assignments as B&M and
         the Debtor requests.

The Debtor intends that the services of GJB complement, and not
duplicate, the services to be provided by B&M. Indeed, the Debtor
is extremely mindful of the need to avoid duplication of services
and appropriate procedures will be implemented to ensure that
there is minimal, if any, duplication.

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

Heathern L. Harmon, a partner at GJB, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

North Bay Villae, Florida-based Harbour East Development, Ltd.,
filed for Chapter 11 bankruptcy protection on April 22, 2010
(Bankr. S.D. Fla. Case No. 10-20733).  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


HARRAH'S ENTERTAINMENT: Posts $195-Mil. Net Loss for 1st Quarter
----------------------------------------------------------------
Harrah's Entertainment Inc. reported its financial results for the
first quarter March 31, 2010.

The Company reported a $195.6 million net loss on $2.189 billion
of net revenues for quarter ended March 31, 2010, compared with a
$132.7 million net loss on $2.25 billion of net revenues for the
same period a year earlier.

The Company's 2010 first-quarter revenues declined 2.9% due
primarily to the continuing impact of the recession on customers'
discretionary spending and reduced aggregate demand, which
continued to pressure average daily room rates.  Income from
operations declined to $225.8 million from $285.4 million in the
2009 first quarter as cost-saving initiatives were unable to
offset the revenue decline.

"While competitive factors, including increased room inventory,
continued to affect results from Las Vegas, the new sales
initiatives we piloted there have shown encouraging results and
are being expanded to 10 additional properties around the
country," said Gary Loveman, Harrah's Entertainment chairman,
chief executive officer and president.  "Despite unusually severe
winter weather in the Midwest and East, our first-quarter revenues
declined at the narrowest year-over-year pace since the first
quarter of 2008, a signal the impact of the recession may be
receding.  However, we will continue to exercise rigorous expense
discipline in anticipation of a slow economic recovery."

On February 18, 2010, the Nevada Gaming Commission granted
approval for Harrah's to assume ownership of the Planet Hollywood
Resort & Casino in Las Vegas; the transaction closed February 19.
Integration of Harrah's Entertainment's Total Rewards customer-
loyalty program at Planet Hollywood was completed on April 1,
2010.

Harrah's acquired Planet Hollywood because of its strategic
location adjacent to Paris Las Vegas and five other Harrah's-owned
properties on the east side of the Las Vegas Strip, superior room
product and strong brand name.

On March 5, 2010, the company received unanimous consent from its
commercial mortgage backed securities lenders to amend the terms
of approximately $5,551.5 million in loans.  Under the revised
terms, Harrah's will have the option to extend the CMBS loan
maturity date to 2015 and the ability to purchase CMBS loans at
discounted rates in the future.  The amendments to the terms of
the CMBS loans will become effective upon execution of definitive
documentation.

On April 13, 2010, the company announced a private offering of
$500 million in second-priority senior secured notes due 2018.
Due to high demand, the offering was increased to $750 million.
Net proceeds from the offering will be used to redeem senior notes
due in 2010 and senior and senior subordinated notes due in 2011,
as well as for other general corporate purposes, including payment
of revolving loans outstanding under the company's senior secured
credit facilities.

"The CMBS agreement, success of our most recent note sale and the
other financing actions we've taken over the past 18 months have
effectively deferred material debt maturities until 2015 and
beyond," Loveman said.  "Today, the company is positioned with
substantial liquidity and minimal near-term debt maturities and is
better poised to capitalize on an eventual economic rebound and
long-term growth opportunities."

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?6132

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

At December 31, 2009, the Company had $28.979 billion in total
assets against $27.203 billion of total liabilities and
$2.642 billion of Preferred stock.  Harrah's Entertainment
Stockholders' deficit was $922.9 million at December 31, 2009.
The December 31 balance sheet showed strained liquidity: the
Company had $1.598 billion in total current assets against
$1.605 billion of total current liabilities.

Harrah's Entertainment carries a 'Caa3' Corporate Family rating,
and a 'Caa3' Probability of default rating from Moody's.  The
ratings "reflect very high leverage and a negative outlook for
gaming demand over the next year," Moody's said in September 2009.


HARRISBURG, PA: Skips $425,282 Bond Payment Due May 3
-----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a Harrisburg, Pa.,
city official said Thursday the city would skip a $425,282 bond
payment due May 3.  Dow Jones notes this is the second time the
city missed a debt payment in little more than a month.

As reported by the Troubled Company Reporter on April 30, 2010,
Dow Jones Newswires' Romy Varghese said Harrisburg's interim
finance director, Bob Kroboth, said the city over "the next week
or so" may finalize a forbearance agreement with Assured Guaranty
Municipal, which is responsible for the bulk of the bond payments
should the city and Dauphin County fail to make them.

Dow Jones said Assured Guaranty has proposed a forbearance
agreement giving the city 90 days to develop a plan to address its
debt load.  The city is requesting a longer period, and is also
working on a forbearance agreement with Covanta Energy, which
operates the incinerator and gave the city a $25 million loan.

The TCR, citing Dow Jones Newswires' Romy Varghese, also said
Harrisburg's City Council last week met with J. Gregg Miller,
Esq., an attorney at Pepper Hamilton, and Perry Mandarino, head of
restructuring at PricewaterhouseCoopers.  Mr. Miller talked about
municipal bankruptcy filings under Chapter 9 of the Bankruptcy
Code.  Mr. Miller told the City Council about the Chapter 9 filing
of Westfall Township, the first municipality in Pennsylvania to
restructure under Chapter 9.

Dow Jones said the council took no action during the committee
meeting.  According to Dow Jones, Council President Gloria Martin-
Roberts said the meeting was aimed at helping the council members
"gather data and information."

Harrisburg is coping with $288 million in debt related to a failed
revamp of an incinerator.  The $68 million in payments on the debt
this year exceed the city's annual budget.

                Assured Guaranty Makes Payment

Charles Thompson at The Patriot-News in Pennsylvania reports that
Assured Guaranty Municipal Corp. said Monday it has made a payment
of $425,282 after the Harrisburg Authority and the city of
Harrisburg, the first guarantor of the bonds, said they would not
be able to make the payment. The Harrisburg Authority owns the
Harrisburg Incinerator.  It was the second time this year Assured
Guaranty has had to step in to make payments, and likely won't be
the last, according to Patriot-News.

Patriot-News relates that representatives from Mayor Linda
Thompson's administration are currently negotiating with Assured
and other creditors on an agreement to give the authority and city
temporary relief from all debt payments while a long-term
restructuring is worked out.


HARVEST OAKS: Asks for Court Okay to Use Cash Collateral
--------------------------------------------------------
Harvest Oaks Drive Associates, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to use
the cash collateral securing their obligation to their prepetition
lenders.

On August 9, 2006, the Debtor executed a promissory note in the
principal amount of $13,475,000 in favor of Column Financial, Inc.
(the Note).  The Note was secured by a deed of trust on the
Debtor's shopping center and an assignment of leases and rents.
The Note and documents securing it were subsequently assigned to
Wells Fargo, N.A., as trustee for the registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C51, and then assigned to
CSMS 2006-C5 Strickland Road, LLC.  LNR Partners, Inc., may be
acting as the servicer for this obligation.

Prior to filing, CSMS appears to have a perfected security
interest in the Debtor's rental income generated from the
properties known as 9650 Strickland Road and 8801 Lead Mine
Road by virtue of an Assignment of Leases and Rents.  CSMS also
filed a UCC-1 financing statement with the North Carolina
Secretary of State, covering all personal property owned
by the Debtor.  The cash proceeds generated from the postpetition
rental of the Debtor's properties may constitute cash collateral
of CSMS.

Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.

Secured lender Strickland Road, LLC (the Lender) has objected to
the Debtor's use of cash collateral, saying that the motion fails
to disclose how much cash collateral Debtor currently has in its
DIP accounts or otherwise.  As partial adequate protection, the
Lender demands that all cash collateral be segregated and
deposited by Debtor in the DIP accounts, that Debtor disclose how
much cash collateral is currently in the DIP accounts and certify
that all cash collateral as of the Petition Date has been
deposited into the DIP accounts, and that the undersigned, as
Lender's counsel, be given on-line viewing access of Debtor's DIP
Accounts and all future activity therein.  The Lender objects to
the Debtor's motion because it fails to specify the duration of
the proposed emergency use of cash collateral.  The final hearing
on the motion should be held within 30 days, and any emergency
order should terminate upon entry of an order at or resulting from
the final hearing.

The Lender states that the Debtor's motion to use cash collateral
fails to propose any adequate protection payment to Lender for the
emergency use of cash collateral.  The Debtor's proposed order,
according to the Lender, incorrectly limits the Lender's cash
collateral interest to rents.

The Lender is represented by Womble Carlyle Sandridge & Rice,
PLLC.

                           About Harvest Oaks

Raleigh, North Carolina-based Harvest Oaks Drive Associates, LLC,
filed for Chapter 11 bankruptcy protection on April 21, 2010
(Bankr. E.D. N.C. Case No. 10-03145).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company listed $15,832,000 in assets
and $14,634,161 in debts.


HEARTLAND PUBLICATIONS: Emerges From Bankruptcy Protection
----------------------------------------------------------
Heartland Publications LLC said it has emerged from Chapter 11
bankruptcy protection Saturday, May 1, 2010, according to Richmond
County Daily Journal.

Troubled Company Reporter said on April 19, 2010, the U.S.
Bankruptcy Court for the District of Delaware has confirmed
Heartland Publications, LLC's amended, pre-negotiated Plan of
Reorganization.  The confirmation hearing was held following
voting in which no creditors voted against the Plan.

Headquartered in Clinton, Connecticut, Heartland Publications, LLC
-- http://www.heartlandpublications.com/-- operates 50 paid-
circulation newspapers and numerous free or controlled
distribution products in Georgia, Kentucky, North and South
Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia.
The Company reaches more than 250,000 print subscribers each month
and many others via interactive Web sites.  The Company operates
50 paid-circulation newspapers and numerous free or controlled
distribution products in nine states.

Heartland Publications, LLC -- aka Macon County Times, et al. --
filed for Chapter 11 bankruptcy protection on December 21, 2009
(Bankr. D. Del. Case No. 09-14459).  Kenneth J. Enos, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
assist the Company in its restructuring effort.  Duff & Phelps,
Securities LLC is the Debtor's financial advisor.  Epiq Bankruptcy
Solutions is the Debtor's claims and notice agent.  As of
October 31, 2009, the Debtor has $134.3 million in assets and
$166.2 million in liabilities.


HELLER ERHMAN: BofA Challenges Committee Plan
---------------------------------------------
Bank of America NA is challenging a proposed reorganization plan
put forth by Heller Ehrman LLP's committee of unsecured creditors,
saying it contains numerous errors and ambiguities and doesn't
address at least $3 million in fees the bank claims it is owed,
according to Bankruptcy Law360.

                     About Heller Ehrman, LLP

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HENRY ANDERSON: Taps Stubbs & Perdue to Hand Reorganization Case
----------------------------------------------------------------
Henry L. Anderson, Jr. asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to employ
Trawick H. Stubbs, Jr. and Stubbs & Perdue, P.A., as counsel.

Stubbs & Perdue will represent and assist the Debtor in carrying
out his duties as debtor-in-possession.

Mr. Stubbs tells the Court that Stubbs & Perdue received a
retainer of $51,039 paid on behalf of the Debtor paid by the
Debtor's wife, Frances W. Anderson.  The retainer was treated as
loan to the Debtor.  After application of expenses, the remaining
balance is $27,977.

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

Mr. Stubbs can be reached at:

   Stubbs & Perdue, P.A.
   P. O. Drawer 1654
   New Bern, NC 28563
   Tel: (252) 633-2700
   Fax: (252) 633-9600
   E-mail: efile@stubbsperdue.com

Wrightsville Beach, North Carolina-based Henry L. Anderson, Jr.,
filed for Chapter 11 bankruptcy protection on February 3, 2010
(Bankr. E.D. N.C. Case No. 10-00809).  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company has assets of $17,913,107, and
total debts of $10,730,549.


HENRY ANDERSON: U.S. Trustee Unable to Form Creditors Panel
-----------------------------------------------------------
Marjorie K. Lynch, the Bankruptcy Administrator for the Eastern
District of North Carolina notified the U.S. Bankruptcy Court that
she was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of Henry L. Anderson, Jr.

Ms. Lynch said that there were insufficient indications of
willingness from the unsecured creditors to serve on the
committee.

Wrightsville Beach, North Carolina-based Henry L. Anderson, Jr.,
filed for Chapter 11 bankruptcy protection on February 3, 2010
(Bankr. E.D. N.C. Case No. 10-00809).  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company has assets of $17,913,107, and
total debts of $10,730,549.


HENRY ANDERSON: Wants Access to Crescent and First Bank's Cash
--------------------------------------------------------------
Henry L. Anderson, Jr., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for authority to use the cash
collateral of its prepetition lenders.

The Debtor owes Crescent State Bank (a) $1,799,337, secured by a
deed of trust and assignment of rents on property located at
232 Causeway Drive, which is leased to LPL Financial Services,
Mercer Financial Group, Mark D. Mitchell, and Telesis Ventures,
Inc.; and (b) $432,560, secured by a deed of trust and assignment
of rents from the Debtor on property located at 816 Schloss
Street.

The Debtor owes First Bank (a) $599,482, secured by a deed of
trust and assignment of rents on property located at 207 Water
Street; and (b) $44,342, secured by a second-lien deed of trust on
the real property located at 207 Water Street.

The Debtor will use the cash collateral to fund its postpetition
operating expenses.

The Debtor relates that it will maintain one or more debtor-in-
possession bank accounts, into which he will deposit all cash,
checks, and other cash items.

The Debtor also say that a reorganization and continuation of his
business will generate the greatest source of funds for creditors,
including secured creditors.

                    About Henry L. Anderson, Jr.

Wrightsville Beach, North Carolina-based Henry L. Anderson, Jr.,
filed for Chapter 11 bankruptcy protection on February 3, 2010
(Bankr. E.D. N.C. Case No. 10-00809).  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company has assets of $17,913,107, and
total debts of $10,730,549.


HERNAN VALDIVIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Hernan Valdivia
                 dba Barcelona Apartments
               Rosario Dolores Valdivia
               12673 Hood Landing Road
               Jacksonville, FL 32258

Bankruptcy Case No.: 10-03646

Chapter 11 Petition Date: April 29, 2010

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

Debtor's Counsel: Jason A Burgess, Esq.
                  Crumley, Wolfe & Burgess, P.A.
                  2254 Riverside Avenue
                  Jacksonville, FL 32204
                  Tel: (904) 374-0111
                  Fax: (904) 374-0113
                  E-mail: jason@cwbfl.com

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

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

According to the schedules, the Joint Debtors say that assets
total $921,370 while debts total $1,256,044.

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
http://bankrupt.com/misc/flmb10-03646.pdfat

The petition was signed by the Joint Debtors.


HOWARD SCOTT ROSS: Court Fixes June 5 as Claims Bar Date
--------------------------------------------------------
The Hon. Jack Caddell of the U.S. Bankruptcy Court for the
Northern District of Alabama has established June 5, 2010, as the
last day for any individual, entity, or governmental units or
agencies to file proofs of claim against Howard Scott Ross.

Huntsville, Alabama-based Howard Scott Ross filed for Chapter 11
bankruptcy protection on February 5, 2010 (Bankr. N.D. Ala. Case
No. 10-80416).  Patrick A. Jones, Esq., who has an office in
Huntsville, Alabama, assists the Company in its restructuring
effort.  The Company has assets of $2,115,298, and total debts of
$586,000.


INSTALLER'S CHOICE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Installer's Choice Electronics, LLC
          dba ICE Cable Systems
              Ice Company
              Ice Sales & Marketing
              Ice Distribution
        1521 Pontius Avenue
        Los Angeles, CA 90025

Bankruptcy Case No.: 10-26796

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Blake Lindemann, Esq.
                  433 N Camden Drive 4th Floor
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5269
                  Fax: (310) 279-5370
                  E-mail: blindemann@llgbankruptcy.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 12 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb10-26796.pdf

The petition was signed by Brian Rizzo, managing member.


INTERNATIONAL ALUMINUM: Distributable Value at $110 Million
-----------------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath on April 30 signed a
confirmation order approving the Chapter 11 plan for International
Aluminum Corp. despite objections from holders of subordinated
mezzanine debt, who won't get anything under the Plan.

According to Bloomberg News, although Judge Walrath didn't agree
with the estimated value of International Aluminum, she
nonetheless concluded that the company isn't worth enough even to
pay secured creditors in full on the $145 million owing on the
first-lien term loan and revolving credit.

Bloomberg relates that Judge Walrath took evidence from the
parties' valuation experts and concluded that the enterprise value
of the reorganized company is no more than $73 million.  Including
cash on hand at confirmation, Judge Walrath estimated
distributable value not to exceed $110 million.

According to the report, the noteholders did succeed in trimming
back releases given to third parties.  Judge Walrath didn't
require creditors to give releases to officers, directors, and
others just for voting in favor of the plan.

The plan gives excess cash to senior secured creditors, along with
$38 million in secured notes and all of the new stock other than
equity reserved for management.  The disclosure statement
projected a 64.2% to 73.7% recovery by senior creditors.  Holders
of $45 million in subordinated mezzanine loans receive nothing
under the plan while other unsecured creditors are being paid in
full.  A majority on the creditors' committee are mezzanine
lenders whose debt is being wiped out under the prepackaged
reorganization plan.

                   About International Aluminum

International Aluminum is an integrated building products
manufacturer of diversified lines of quality aluminum and vinyl
products.  The Company was first incorporated in California in
1963 as successor to an aluminum fabricating business begun in
1957.  Residential products are fabricated from aluminum and vinyl
into a broad line of horizontal sliding windows, vertical sliding
windows, casement windows, garden windows, bay and bow windows,
special configuration windows, louvre windows, patio doors, and
related products.  Commercial products are fabricated from
aluminum into curtainwalls, window walls, slope glazed systems,
storefront framing, entrance doors and frames, and commercial
operable windows for exterior applications, including storm and
blast resistant applications and office fronts, office partitions,
doors, and frames for interior applications.  The Company is
headquartered in Monterey Park, California and has approximately
1,000 employees. Operations are conducted through 24 facilities
throughout the United States and Canada.

The Company filed for Chapter 11 bankruptcy protection on January
4, 2010 (Bankr. D. Del. Case No. 10-10003).  The Company's
affiliates, including IAC Holding Co. and United States Aluminum
Corporation, also filed Chapter 11 bankruptcy petitions.  John
Henry Knight, Esq., and L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., assist the Debtors in their restructuring
efforts.  Weil, Gotshal & Manges LLP is the Debtor's co-counsel.
Moelis & Company is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
listed $198 million in assets and $217 million in liabilities as
of November 30, 2009.


INTERNATIONAL COAL: Posts $8.9 Million Net Loss for 1st Quarter
---------------------------------------------------------------
International Coal Group Inc. reported its results for the first
quarter of 2010.

   * Adjusted EBITDA, or earnings before deducting interest,
     income taxes, depreciation, depletion, amortization, loss on
     extinguishment of debt and noncontrolling interest, increased
     to $46.9 million compared to $44.5 million for the first
     quarter of 2009.

   * Net loss was $8.9 million, or $0.05 per share on a diluted
     basis, for the first quarter of 2010 compared to net income
     of $3.7 million, or $0.02 per share on a diluted basis, for
     the first quarter of 2009. Net loss for the first quarter of
     2010 included a $22.0 million pre-tax loss on extinguishment
     of debt related to the Company's capital restructuring.
     Excluding this loss, pro forma net income would have been
     $6.2 million, or $0.03 per share on a diluted basis.

   * Margin per ton sold increased 31% to $11.67 in the first
     quarter of 2010 compared to $8.94 for the same period last
     year, primarily due to higher realized prices and improved
     operational performance.

   * Revenues were $288.6 million for the first quarter of 2010
     compared to $305.0 million for the first quarter of 2009,
     with the decrease primarily due to the weak thermal market.

The company's balance sheet showed $1.58 billion in total assets
and $834.28 million in total liabilities, for a $750.29 million
stockholders' equity.

"Our first quarter results reflect strong performance from all our
operations," said Ben Hatfield, President and CEO of ICG.  "Both
Adjusted EBITDA and margin on coal sales exceeded the first
quarter of 2009 results."

Hatfield continued, "We also moved toward completion of our
strategic capital restructuring during the quarter.  Our
recapitalization efforts strengthened our liquidity, reduced
future interest expense and significantly extended our debt
maturity profile.  In addition, we secured a new credit facility
that provides increased borrowing capacity and greater
flexibility."

Hatfield concluded, "Coal markets continue to show improvement,
particularly in the metallurgical sector. Metallurgical coal
prices have further strengthened with recent international
settlements.  Thermal coal prices have not recovered to the same
degree, but cold winter weather has helped to stabilize the
pricing environment for that product."

                        Liquidity and Debt

As of March 31, 2010, the Company had $301.7 million in cash, of
which $136.4 million was disbursed on April 6, 2010 in conjunction
with the Company's repurchase of its 9% Convertible Notes.
Currently, the Company has $41.6 million in borrowing capacity
available under its new credit agreement.

Debt outstanding as of March 31, 2010 totaled $473.2 million, net
of a $43.5 million discount, consisting primarily of $115.0
million aggregate principal amount of newly issued 4.0%
Convertible Senior Notes and $200.0 million aggregate principal
amount of newly issued 9.125% Senior Secured Second-Priority
Notes.  Debt also included $139.5 million aggregate principal
amount of the Company's previously issued 9.0% Convertible Notes
and $5.9 million aggregate principal amount of the Company's
previously issued 10.25% Senior Notes.

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?6126

                  About International Coal Group

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

                           *     *     *

As reported by the Troubled Company Reporter on March 11, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on International Coal Group LLC to 'B+' from 'B-'.

The TCR on March 10, 2010, Moody's Investors Service affirmed the
ratings of International Coal Group, including the corporate
family rating of Caa1.  Moody's assigned a Caa1 (LGD 4; 57%)
rating to the company's new $200 million second lien senior
secured notes due 2018.  The rating outlook remains stable.


INTERNATIONAL LEASE: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed International Lease Finance Corp.'s
Issuer Default Rating at 'BB' and removed it from Rating Watch
Negative.  The Rating Outlook for ILFC is Evolving.

The ratings affirmation reflects ILFC's successful efforts to
address substantial near-term funding requirements.  Thus far in
2010, ILFC has generated $8.2 billion of liquidity via a series of
transactions including:

  -- $1.3 billion of secured debt issuance;
  -- $2.75 billion of senior unsecured debt;
  -- $2 billion sale of aircraft portfolio; and
  -- Amendment and extension of its bank facilities.

As a result of these actions, ILFC has covered all of its funding
requirements through 2011.

Furthermore, Fitch recognizes that these transactions demonstrate
renewed access to credit markets and provides necessary financial
flexibility to minimize the likelihood and need for further
American International Group, Inc. financial support or financing
via the Federal Reserve.  Consequently, the affirmed ratings are
indicative of the creditworthiness of ILFC on a standalone basis.

Coupled with lower financial leverage ILFC's demonstrated ability
to issue unsecured debt affords the company continued financial
flexibility, by maintaining a reasonable level of unencumbered
assets on the balance sheet on a go-forward basis.  As a result of
these developments, Fitch has not seen a rationale to downgrade
ILFC's unsecured debt relative to its IDR rating.

The Evolving Outlook reflects ILFC's overall uncertain strategic
direction, particularly with regard to the replacement of top
level management.  The Evolving Outlook also reflects the
uncertain prospects of a potential sale of ILFC, and questions
regarding its future market position in the global aircraft
leasing sector.

Over the next one to two years, likely factors that may lead to
higher ratings include successful execution of strategic
initiatives that better position ILFC for sale or a public
offering or the sale of ILFC to a higher-rated entity.  Likely
factors that may lead to lower ratings include extended delay or
difficulty in replacing top level management, deterioration in
financial performance and material decline in operating cashflow,
sale to a lower rated entity and renewed difficulties in accessing
external funding markets.

ILFC is a market leader in the leasing and remarketing of
commercial jet aircraft to airlines around the world.  As of
Dec. 31, 2009, ILFC owned an aircraft portfolio with a net book
value of approximately $44 million, consisting of approximately
1,000 jet aircraft.

Fitch has affirmed and removed these ratings from Rating Watch
Negative:

International Lease Finance Corp.

  -- Long-term IDR at 'BB';
  -- Senior secured debt at 'BBB-';
  -- Senior unsecured debt at 'BB';
  -- Preferred stock at 'B';

Delos Aircraft Inc.

  -- Senior secured debt at 'BB'.

Fitch also assigned these ratings:

ILFC E-Capital Trust I

  -- Preferred stock 'B'.

ILFC E-Capital Trust II

  -- Preferred stock 'B'.

The assignment of these ratings reflects a clarification of the
legal entities that issued the two tranches of enhanced capital
advantaged preferred securities totaling $1 billion in December
2005.


INTERPUBLIC GROUP: Financing Activities Won't Move Fitch's Rating
-----------------------------------------------------------------
The announced financing activity by Interpublic Group of Companies
does not affect its 'BB+' rating or Positive Rating Outlook,
according to Fitch Ratings.  IPG announced a tender offer for a
portion of its preferred stock and an amendment to its credit
facility providing increased capacity and extending the maturity.
Fitch views views the overall actions as credit neutral.

The repurchase of approximately $400 million in preferred stock
reduces leverage nominally as the preferred stock was classified
as class D (25% debt/75% equity) under Fitch's 'Equity Credit for
Hybrids & Other Capital Securities' criteria.  Also, while the
upsized revolver provides additional liquidity ($315 million
increase in capacity for a total revolver of $650 million), it is
offset by the cash used to fund the tender offer.

In addition, the company released first quarter 2010 earnings.
First quarter revenues were up 1.2%, driven by foreign exchange
impacts of 4.2% offset by organic revenue declines of 2.9%.  Cost
cutting initiatives (particularly in office and general) have been
aggressive enough to maintain last 12 month EBITDA margin
contractions within Fitch's expectation of approximately 200 basis
points.

IPG's ratings are:

  -- Issuer Default Rating 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Bank credit facility 'BB+';
  -- Preferred stock 'BB-'.

The Rating Outlook is Positive.


JETBLUE AIRWAYS: Files Investor Guidance for 2nd Quarter June 30
----------------------------------------------------------------
JetBlue Airways filed an investor update that provides the
company's investor guidance for the second quarter ending June 30,
2010 and full year 2010.

A full-text copy of the company's investor guidance is available
for free at http://ResearchArchives.com/t/s?6130

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.

The TCR reported on March 9, 2010, that Fitch Ratings affirmed the
Issuer Default Rating for JetBlue Airways at 'B-' and the senior
unsecured rating, which applies to approximately $470 million of
convertible notes, at 'CC' with a Recovery Rating of 'RR6'.  The
airline's Rating Outlook has been revised to Stable from Negative.


JETBLUE AIRWAYS: Posts $1 Million Net Loss for 1st Quarter 2010
---------------------------------------------------------------
JetBlue Airways Corporation reported its results for the first
quarter 2010:

   * Operating income for the quarter was $42 million, resulting
     in a 4.8% operating margin, compared to operating income of
     $73 million and a 9.3% operating margin in the first quarter
     of 2009.

   * Pre-tax loss for the quarter was $2 million.  This compares
     to pre-tax income of $20 million in the first quarter of
     2009.

   * Net loss for the first quarter was $1 million, or $0.01 per
     diluted share.  This compares to JetBlue's first quarter 2009
     net income of $12 million, or $0.05 per diluted share.

"While we are disappointed to report a loss for the quarter, we
are confident that we are taking the right steps to return to
sustained profitability," said Dave Barger, JetBlue's CEO. "During
the quarter, we successfully implemented a new customer service
and reservations system -- a significant accomplishment given the
complexity of such a transition -- reflecting meticulous
preparation and execution by our outstanding crewmembers.  We
believe this new system, along with our growing presence in Boston
and our unique position as the largest domestic carrier at JFK
Airport, allows us to continue to grow and develop revenue streams
in the future."

                      Operational Performance

JetBlue reported record first quarter revenues of $870 million
despite severe winter storms in the Northeast, which reduced
revenue by an estimated $15 million. Revenue passenger miles for
the first quarter increased 7.1% to 6.5 billion on a 6.1% increase
in capacity, resulting in a first quarter load factor of 76.8%, an
increase of 0.8 points year over year.

Yield per passenger mile in the first quarter was 12.13 cents, up
3.8% compared to the first quarter of 2009.  Passenger revenue per
available seat mile for the first quarter 2010 increased 4.9% year
over year to 9.32 cents and operating revenue per available seat
mile increased 3.4% year-over-year to 10.32 cents.

Operating expenses for the quarter increased 15.1%, or
$108 million, over the prior year period, including approximately
$15 million in one-time expenses related to the transition to
Sabre, JetBlue's new customer service and reservations system.
JetBlue's operating expense per available seat mile for the first
quarter increased 8.5% year-over-year to 9.83 cents.  Excluding
fuel, CASM increased 8.9% to 6.81 cents. These non-fuel unit costs
were negatively impacted by storm related flight cancellations
that occurred in February and March.

                       Balance Sheet Update

JetBlue ended the first quarter with $1.1 billion in unrestricted
cash and short term investments.

"We continue to maintain one of the best liquidity positions in
the U.S. airline industry relative to our size," said Ed Barnes,
JetBlue's CFO.  "We believe our strong liquidity position affords
us the flexibility to pursue opportunities to profitably expand
our footprint in key markets, such as Boston and Washington's
Reagan National Airport, and to continue to fund a broad array of
fuel hedging options."

                 Second Quarter and Full Year Outlook

"We are encouraged by recent revenue trends as the economic
environment appears to be improving and we derive additional
revenue benefits from our new customer service system," said
Barnes.

For the second quarter of 2010, PRASM and RASM are expected to
increase between six and nine percent year over year.  CASM is
expected to increase between 12 and 14 percent over the year-ago
period.  Excluding fuel, CASM in the second quarter is expected to
increase between nine and 11 percent year over year.

PRASM and RASM for the full year are expected to increase between
six and nine percent year over year.  CASM for the full year is
expected to increase between eight and ten percent over full year
2009. Excluding fuel, CASM in 2010 is expected to increase between
three and five percent year over year.

Capacity is expected to increase between four and six percent in
the second quarter and to increase between six and eight percent
for the full year.

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?612d

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.

The TCR reported on March 9, 2010, that Fitch Ratings affirmed the
Issuer Default Rating for JetBlue Airways at 'B-' and the senior
unsecured rating, which applies to approximately $470 million of
convertible notes, at 'CC' with a Recovery Rating of 'RR6'.  The
airline's Rating Outlook has been revised to Stable from Negative.


JOEL WAHLIN: Files Schedules of Assets & Liabilities
----------------------------------------------------
Joel K. Wahlin has filed with the U.S. Bankruptcy Court for the
District of Idaho its schedules of assets and liabilities,
disclosing:

  Name of Schedule                  Assets            Liabilities
  ----------------                  ------            -----------
A. Real Property                 $12,716,000
B. Personal Property                $305,669
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $5,016,985
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $1,147,187
                                 -----------          -----------
TOTAL                            $13,021,669           $6,164,172

Sandpoint, Idaho-based Joel K. Wahlin filed for Chapter 11
bankruptcy protection on April 22, 2010 (Bankr. D. Idaho Case No.
10-20479).  Stephen Brian McCrea, Esq., who has an office in Coeur
d'Alene, Idaho, assists the Company in its restructuring effort.


JOEL WAHLIN: Section 341(a) Meeting Scheduled for May 28
--------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Joel K
Wahlin's creditors on May 28, 2010, at 11:00 a.m.   The meeting
will be held at 6450 N. Mineral Dr., Coeur d Alene, ID 83815.

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.

Sandpoint, Idaho-based Joel K. Wahlin filed for Chapter 11
bankruptcy protection on April 22, 2010 (Bankr. D. Idaho Case No.
10-20479).  Stephen Brian McCrea, Esq., who has an office in Coeur
d'Alene, Idaho, assists the Company in its restructuring effort.
According to the schedules, the Company says that assets total
$13,021,669 while debts total $6,164,172.


JOEL WAHLIN: Wants to Hire Stephen McCrea as Bankruptcy Counsel
---------------------------------------------------------------
Joel K. Wahlin has sought permission from the U.S. Bankruptcy
Court for the District of Idaho to employ Stephen B. McCrea,
Attorney at Law, as bankruptcy counsel.

Mr. McCrea will:

     a. file the Debtor's statement of financial affairs and
        schedules of assets and liabilities;

     b. file a motion for approval of use of cash collateral;

     c. file a motion to obtain post-petition credit; and

     d. file a motion to assume leases.

Mr. McCrea will be paid $240 per hour for his services.

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

Sandpoint, Idaho-based Joel K. Wahlin filed for Chapter 11
bankruptcy protection on April 22, 2010 (Bankr. D. Idaho Case No.
10-20479).  According to the schedules, the Company says that
assets total $13,021,669 while debts total $6,164,172.


JOHN VANCE: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John N. Vance
        731 Somerville Avenue
        Somerville, MA 02143

Bankruptcy Case No.: 10-14614

Chapter 11 Petition Date: April 29, 2010

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

Judge: Frank J. Bailey

Debtor's Counsel: Robert L. O'Brien, Esq.
                  Attorney at Law
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  E-mail: robjd@mail2firm.com

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

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

A copy of the Debtor's list of 18 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mab10-14614.pdf

The petition was signed by the Debtor.


JOSE TELLEZ: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Jose Noe Tellez
               Berta Estella Tellez
               P.O. Box 10823
               Napa, CA 94581

Bankruptcy Case No.: 10-11583

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

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

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/canb10-11583.pdf

The petition was signed by the Joint Debtors.


K-V PHARMACEUTICAL: To Host Investor Conference Call on May 5
-------------------------------------------------------------
K-V Pharmaceutical Company will host a conference call on
Wednesday, May 5, 2010, at 11:30 a.m. EDT to provide a general
update on its Gestiva product and other company matters.

Participants can listen to the conference call by dialing 866-543-
6405 (domestic) or 617-213-8897 (international) and citing code
17610921.  To access the live web cast of the conference call,
please go to the investor relations portion of the Company's
website at http://www.kvpharmaceutical.com. Log-in or dial-in at
least 10 minutes prior to the start time to ensure a connection.

A replay of the call will also be available for seven days by
calling 888-286-8010 (domestic) or 617-801-6888 (international)
and citing code 94346814.  An archived version of the webcast will
be accessible for 90 days at http://www.kvpharmaceutical.com.

                  About K-V Pharmaceutical

K-V Pharmaceutical Company -- http://www.kvpharmaceutical.com.--
is a fully integrated specialty pharmaceutical company that
develops, manufactures, markets, and acquires technology-
distinguished branded and generic/non-branded prescription
pharmaceutical products.

                      *     *     *

As reported in the Troubled Company Reporter on April 6, 2010, K-V
Pharmaceutical Company has reduced its work force by 289
employees, or approximately 42%, in order to lower its operating
costs.  The reduction in the Company's work force is a part of the
Company's efforts to manage its cash and financial resources while
it continues working with the Food and Drug Administration to
return its products to market.


KIAMSHA COMMUNITY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Kiamsha Community Development Corporation, Inc.
        1800 Jonesboro Road
        Atlanta, GA 30331

Bankruptcy Case No.: 10-72520

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: Grady A. Roberts, Esq.
                  Roberts Law, LLC
                  Suite 330, 191 Peachtree Street
                  Atlanta, GA 30303
                  Tel: (404) 794-7000

Estimated Assets: not stated

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

The Company's list of unsecured creditors contains only one entry:

       Entity                      Nature of Claim    Claim Amount
       ------                      ---------------    ------------
Ridgestone Bank                    Mortgage/            $1,600,000
13925 W. North Avenue,             Bank Loan
Brookfield WI 53005

The petition was signed by Darryl Winston, pastor.


L RAMON BONIN: Files Schedules of Assets and Liabilities
--------------------------------------------------------
L. Ramon Bonin and Patty A. Bonin filed with the U.S. Bankruptcy
Court for the Central District of California a summary of
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $35,068,600
  B. Personal Property           $28,183,443
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $48,199,316
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $110,874,979
                                 -----------      -----------
        TOTAL                    $63,252,043     $159,074,295

San Juan Capistrano, California-based L. Ramon Bonin and Patty A.
Bonin filed for Chapter 11 bankruptcy protection on March 31, 2010
(Bankr. C.D. Calif. Case No. 10-14067).  James C. Bastian, Jr.,
Esq., at Shulman Hodges & Bastian LLP, assists the Debtors in
their restructuring efforts.  The Debtors estimated their assets
and debts at $100,000,001 to $500,000,000.


LANDRY'S RESTAURANTS: S&P Keeps CreditWatch Negative on 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and all related issue-level ratings on Houston-based
Landry's Restaurants Inc. remain on CreditWatch with negative
implications.  This action comes after the company announced that
CEO Tilman Fertitta would increase his offer to take the company
private to $21.00 per share from $14.75 after reaching tentative
agreement with a plaintiff in a shareholder derivative lawsuit
connected with the CEO's original offer.  The offer still has to
gain the necessary approvals and be accepted by shareholders.

S&P initially placed the ratings on CreditWatch with negative
implications on Sept. 9, 2009, after the company announced that it
would explore strategic alternatives, including a possible sale of
the company in a "go private" transaction.  On Nov. 3, 2009,
Fertitta announced his initial offer to take the company private
for $14.75 per share.  The $21.00 per share price increases the
total value of the offer by about $100 million.  S&P estimates
that the total transaction value is approximately 7x 2009
companywide EBITDA.

The speculative-grade rating on Landry's reflects the highly
competitive nature of the restaurant industry, its vulnerability
to weak consumer spending, and a highly leveraged capital
structure that results in weak cash flow protection measures.

Recently, the company upsized its senior secured note issuance by
$47 million and will use the $49.8 million of proceeds to fund its
purchase of The Oceanaire Inc. for $23.6 million, repay the
outstanding revolver balances, and for general corporate purposes.
S&P believes that the debt issuance and the transaction will not
have a material effect on credit ratios.  On a pro forma basis S&P
expects operating lease-adjusted debt to EBITDA to be about 5.1x
and EBITDA coverage of interest to be about 1.8x at Landry's
restricted subsidiaries.  Both ratios are generally commensurate
with ratios in the mid-'B' rating category.

At the end of 2009, Landry's had $73 million of restricted cash
that it will likely used to fund a going private if approved.
Currently, S&P believes that Fertitta and the company would need a
modest amount of additional capital to fund a going private
transaction at the $21.00 share price, but the company's available
liquidity sources after the additional bond issuance may be able
to fund the going private transaction.  The company's credit
agreement and bond indentures have limitations on its ability to
raise additional debt.

If Fertitta's revised proposal gains the necessary approvals and
the current capital structure is unchanged, S&P may affirm its 'B'
corporate credit rating and remove the ratings from CreditWatch
with negative implications.  If the company altered its capital
structure or issued additional debt, S&P would assess the
potential financial risk and take the appropriate action, which
could entail a rating downgrade.  In the event that there is no
going private transaction and the capital structure is unchanged,
S&P could still affirm its ratings as long as S&P were comfortable
with management's financial policies and business strategies.


LEED CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Leed Corporation (The)
          dba Green Cut Sprinklers and Landscaping
              Leed Corp. Quality Built Homes
              Green Cut Construction
              Shoshone Developers
              Desert Green Sprinklers & Landscaping
              Green Cut Lawn Care
              Desert Green
        P.O. Box 2292
        Twin Falls, ID 83352

Bankruptcy Case No.: 10-40743

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Robert J. Maynes, Esq.
                  P.O. Box 3005
                  Idaho Falls, ID 83403-3005
                  Tel: (208) 552-6442
                  E-mail: mayneslaw@hotmail.com

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

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

The petition was signed by Lon E. Montgomery, president.

Debtor's List of 20 Largest Unsecured Creditors:

         Entity                    Nature of Claim    Claim Amount
         ------                    ---------------    ------------
Dave Slusher                       Bank loan              $140,000
4710 E. 1800 S.
Gooding, ID 83330

Central Idaho Construction, Inc.   Trade debt             $138,000
P.O. Box 793
Shoshone, ID 83352

Sun Valley Properties, LLC         Trade debt/             $49,000
208 N. Greenwood                   commission
Shoshone, ID 83352

Home Depot Rewards                 Trade debt              $40,702

Glendale Construction, Inc.        Trade debt              $34,034

Williams, Meservy, & Lothspeich    Trade debt/             $33,396
                                   Legal services

Ash International, Ltd.            Trade debt              $26,000

Bank of America                    Trade debt              $20,647

CJ's Heating & A/C                 Trade debt              $17,179

Action Plumbing                    Trade debt              $15,400

Harper-Leavitt Engineering, Inc.   Trade debt              $14,633

WEX (Fleet Fueling)                Trade debt              $12,492

Idaho Power                        Trade debt              $12,277

Irwin Realty                       Trade debt/             $12,000
                                   Commission

Lowes/GE Money Bank                Trade debt              $11,685

John Deere Landscapes              Trade debt              $11,000

Bank of America                    Trade debt              $10,716

Wells Fargo                        Trade debt              $10,619

Bank of America                    Trade debt               $7,868

The Old Home Place                 Trade debt               $7,356


LEHMAN BROTHERS: Barclays Admits Importance in Showing Gain
-----------------------------------------------------------
In the trial on the charges that Barclays Plc took $11 billion
more in assets than it was entitled to receive from Lehman
Brothers Holdings Inc., Barclays's global general counsel
testified that it was of "great importance" to show a gain on the
acquisition, Bloomberg News reported.

A Barclays PLC executive, Patrick Clackson, testified Friday that
his firm pocketed a "load" of quick gains on stock holdings it
received through its purchase of LBHI's investment banking assets,
but he said he could not specify an amount, Bankruptcy Law360
reports.

According to Law360, LBHI CFO Ian Lowitt also testified, saying
that Barclays extended a roughly $6 million job offer to him amid
the New York investment bank's meltdown, nailing down a contract
before a now-disputed sale of broker-dealer assets to Barclays was
finalized.  Mr. Lowitt is now chief operating officer of Barclays
Wealth Americas.

                       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 Affirms Corporate Credit Rating at 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Lennar Corp.  At the same time, S&P affirmed its
'BB-' rating on the company's $2.5 billion senior unsecured notes.
The outlook is negative.

"S&P's ratings on Lennar acknowledge significant operating
challenges that have weighed on this Miami, Fla.-based
homebuilder's key credit measures," said Standard & Poor's credit
analyst James Fielding.  "The ratings further reflect S&P's view
that Lennar's liquidity is more constrained relative to several
similarly rated peers.  That being said, it is S&P's opinion that
estimated cash holdings will be sufficient to repay near-term
maturities, particularly in light of the company's recent note
issuance and its offer to tender for certain of its outstanding
notes."

S&P's negative outlook reflects the potential that S&P would lower
its ratings if the housing market is more volatile than S&P
expects and if it appears that Lennar will not move closer to
consistently profitable homebuilding operations in 2010.
Furthermore, S&P's ratings would come under pressure if Lennar
were to experience operating cash flow deficits such that its
unrestricted homebuilding cash balances were no longer sufficient
to comfortably cover three years of homebuilding debt maturities.
Lennar's thinner liquidity cushion and S&P's revised expectations
for a less robust housing market recovery will likely preclude
consideration of an upgrade in 2010.


LENNOX INTERNATIONAL: Moody's Upgrades Senior Ratings From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings for Lennox
International Inc.'s shelf registration, senior unsecured rating
to (P)Baa3 from (P)Ba1.  In a related action, the company's
corporate family and probability of default ratings of Ba1 were
withdrawn.  This rating action concludes the review for possible
upgrade which was initiated on April 9, 2010.  The rating outlook
is stable.

The upgrade of the senior unsecured rating to (P)Baa3 reflects the
company's ability to sustain strong credit metrics during the
economic downturn as well as the anticipation of an improvement in
operating performance as revenue growth in a recovering economy
supports margin expansion from the company's leaner cost
structure.  Lennox's ability to manage through the downturn, and
thereby its low business volatility, has been helped by its
revenue and product mix.  The company receives approximately 85%
of its revenue from the Americas region, with approximately 30% of
revenue tied to new commercial and residential construction and
the replacement market accounting for approximately 70%.  The
services and refrigeration businesses are also important
contributors and enhance the business diversification.  If new
construction rates were to remain weak, Moody's would anticipate
the repair/replacement, service and refrigeration components of
the company's business would provide continued strong
contributions.  The improving economy should support stronger
margins driven in part by the company's efforts to streamline its
manufacturing and distribution systems and reduce costs through
restructuring initiatives.  Lennox has historically generated
strong free cash flow and during the downturn applied it towards
strengthening its balance sheet as evidenced by debt reduction in
2009 and the curtailment of share repurchase activity.  The Baa3
rating anticipates that share repurchase activity will increase as
the company's end markets, operating performance, and cash flow
improve, but that the company will maintain a prudent financial
profile supportive of the Baa3 rating.

Lennox's stable outlook reflects the view that the company is well
positioned at the Baa3 rating level due to its low leverage,
positive free cash flow, and good competitive position.  The
rating is unlikely to be upgraded in the near term given Lennox's
size relative to its peers and the concentration of its business
in the United States thereby making it highly reliant on one
country's economic performance.  The outlook anticipates that the
company will manage its cost structure and leverage so as to meet
its objective of maintaining debt leverage (debt to EBITDA)
between one and two times (as reported by the company).  While
acquisitions could play some role in the company's growth
initiatives, they are not expected to be of sufficient magnitude
to cause a permanent increase in leverage above this target range.
The rating outlook also reflects the company's willingness to make
difficult decisions in order to protect its balance sheet,
including its curtailment of share repurchases in 2009, allocation
of cash flow to debt repayment, and restructuring actions.

Upgrades:

Issuer: Lennox International Inc.

  -- Multiple Seniority Shelf, Upgraded to (P)Baa3, (P)Ba1 from
     (P)Ba1, (P)Ba2

Outlook Actions:

Issuer: Lennox International Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Lennox International Inc.

  -- Multiple Seniority Shelf, Confirmed at (P)Ba2

Withdrawals:

Issuer: Lennox International Inc.

  -- Probability of Default Rating, Withdrawn, previously rated
     Ba1

  -- Corporate Family Rating, Withdrawn, previously rated Ba1

Moody's last rating action on Lennox was April 9, 2010, when the
company's Ba1 corporate family rating, Ba1 probability of default
rating, and (P)Ba1/(P)Ba2/(P)Ba2 universal shelf ratings were
placed on review for possible upgrade.

Headquartered in Richardson, Texas, Lennox International Inc. is a
leading global provider of climate control solutions.  Revenue for
the year ended December 31, 2009, was approximately $2.9 billion.


LEVEL 3 COMMS: To Redeem 10% Convertible Senior Notes
-----------------------------------------------------
Level 3 Communications Inc. issued an irrevocable notice to redeem
its 10% Convertible Senior Notes due 2011 on May 27, 2010.

The aggregate principal amount outstanding of $171,800,000 of the
10% Notes will be redeemed at a redemption price of $1,016 per
$1,000 principal amount of 10% Notes, plus accrued and unpaid
interest up to, but not including the redemption date of May 27,
2010.  Level 3 will use cash on hand to fund the redemption of the
10% Notes.  The 10% Notes have a maturity date of May 1, 2011.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVI STRAUSS: Prices Notes at EUR300MM and US$525MM
---------------------------------------------------
Levi Strauss & Co. priced EUR300.0 million aggregate principal
amount of 7-3/4% senior notes due 2018 and $525.0 million
aggregate principal amount of 7-5/8 % senior notes due 2020 in a
private placement conducted pursuant to Rule 144A and Regulation S
under the Securities Act of 1933.  The principal amount of each
series of notes was increased from the EUR275.0 million and
$460.0 million.  The sale of the notes is expected to close on
May 6, 2010.

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

The Troubled Company Reporter reported on April 26, 2010, that
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Francisco, Calif.-based Levi Strauss & Co.
The outlook is stable.

The TCR also reported that Moody's Investors Service assigned a B2
rating to Levi Strauss & Co proposed senior unsecured notes.  All
other ratings including its B1 Corporate Family Rating were
affirmed.  The rating outlook remains stable.

The TCR reported on April 7, 2010, that Fitch Ratings affirmed
Levi Strauss & Co.'s ratings:

  -- Issuer Default Rating at 'BB-';
  -- $750 million Bank Credit Facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior unsecured term loan 'BB-'.


LEVI STRAUSS: Fitch Assigns 'BB-' Rating on Two Senior Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to these notes that were
privately placed under Rule 144A by Levi Strauss & Co:

  -- $525 million 7.625% senior unsecured notes due 2020;
  -- Eur300 million 7.75% senior unsecured notes due 2018

The notes were priced on April 28, 2010, with closing expected to
close on May 6, 2010.  The proceeds will be used to repay the
9.75% $446 million senior unsecured notes due 2013 and the
EUR250 million 8.625% senior notes due 2015.  It should be noted
that on April 22, 2010, LS&Co commenced a tender offer for these
notes with a consent payment offered to holders who tendered by
May 5, 2010.

Fitch's current ratings for LS&Co are:
  -- Issuer Default Rating at 'BB-';
  -- $750 million Bank Credit Facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior unsecured term loan 'BB-'.

The Rating Outlook is Stable.

The ratings reflect LS&Co's considerable liquidity and minimal
debt maturities coupled with its strong shares in key markets,
well-known brand names and wide geographic diversity.  The ratings
also encompass Fitch's expectations that free cash flow will be
negative or minimal in the next two fiscal years due mainly to
increased benefit plan contributions and higher levels of brand
support.  Of concern are potential changes in the ownership
structure as LS&Co's voting trust agreement expires on April 15,
2011.

LS&Co's revenues have settled at the $4 billion level but there
should be some growth in 2010 given that the US$ has generally
weakened since early 2009 and new retail stores opened in late
fiscal 2009 are expected to contribute an additional $200 million
revenues.  Margins will continue to be pressured in 2010 as the
company plans additional brand and global expansion spending but
should improve in 2011 and beyond.  Free cash flow is not expected
to be as robust going forward.  Specifically, due to poor market
performance in 2008 and a much lower discount rate in 2009, after
contributing just $18 million to its pension plan in the past two
years LS&Co estimates that it will contribute $42 million to its
pension plans in 2010.  Further, its current estimates indicate
that its future annual funding requirements may increase to as
much as $140 million in 2011.  Additionally, there is a bulge in
capital expenditures in 2010 to $166 million from under
$100 million in the past four years as the company invests in its
European SAP roll-out, continues its retail build-out and remodels
its headquarters.  CAPEX should decline from 2010 levels going
forward.  Given the near term but relatively temporary increased
demands for cash, FCF is expected to be negative in 2010.

LS&Co's ample liquidity is a key strength.  At Feb. 28, 2010, the
company had $193 million in credit availability under its revolver
and $314 million in cash for a total of almost $509 million.
Leverage (Total Adjusted Debt/Operating EBITDAR) was 5 times at
the fiscal year ended Nov. 29, 2009, and came down slightly, as
expected, to 4.8x at the last 12 months ended Feb. 28, 2010.  At
the fiscal year end there were no debt maturities until April 2013
when $374.6 million is due.  With a successful tender, LS&Co will
be able to reduce or eliminate the 2013 debt maturity.  The slight
increase in debt balances with these transactions is within
Fitch's expectations.


KIAMSHA COMMUNITY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Kiamsha Community Development Corporation, Inc.
        1800 Jonesboro Road
        Atlanta, GA 30331

Bankruptcy Case No.: 10-72520

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: Grady A. Roberts, Esq.
                  Roberts Law, LLC
                  Suite 330, 191 Peachtree Street
                  Atlanta, GA 30303
                  Tel: (404) 794-7000

Estimated Assets: not stated

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

The Company's list of unsecured creditors contains only one entry:

       Entity                      Nature of Claim    Claim Amount
       ------                      ---------------    ------------
Ridgestone Bank                    Mortgage/            $1,600,000
13925 W. North Avenue,             Bank Loan
Brookfield WI 53005

The petition was signed by Darryl Winston, pastor.


LIONS GATE: Enters Into Share Exchange Agreement with Atlantis
--------------------------------------------------------------
Lions Gate Lighting Corp. has entered into a share exchange
agreement with Atlantis Group hf., the sole indirect shareholder
of Kali Tuna d.o.o.  Pursuant to the terms of the Agreement, Lions
Gate has agreed to acquire Kali Tuna in exchange for the issuance
by the Company to Atlantis of 30,000,000 shares of its common
stock, subject to the satisfaction or waiver of certain conditions
precedent as set out in the Agreement.  If the Agreement is
successfully completed, Kali Tuna will become an indirect wholly-
owned subsidiary of the Company.

Kali Tuna is a private Croatian company that owns and operates
facilities and equipment in Croatia where it farms Northern
Bluefin Tuna for sale primarily into the Japanese sushi and
sashimi market.  If the Agreement is completed, the Company is
proposing to change its name to "Umami Sustainable Seafood Inc."
to more accurately reflect the business of Kali Tuna.

Oli Steindorsson is expected to become the Chairman and Chief
Executive Officer of the Company.  Mr. Steindorsson has over 15
years experience in the fishing industry.  He has been the
Chairman of Kali Tuna since 2005 and has been the Chief Executive
Officer of Atlantis since 2004.  Mr. Steindorsson is a native of a
fishing village in Iceland and has grown up in and worked in the
fishing industry all of his life.  Mr. Steindorsson moved to Japan
at the age of 17 and, in addition to his experience in fishing and
aquaculture, has become an expert in the Japanese fish trading and
marketing industry.

The closing of the share exchange is subject to the satisfaction
or waiver of a number of conditions as set forth in the Agreement,
including a private raise of funds to finance the combined
company's operations.  As a result of these conditions, there is
no assurance that Lions Gate will complete the acquisition of Kali
Tuna.

Robert Fraser, the Company's President, said, "We are delighted to
combine Lions Gate with Kali Tuna, thereby enabling our
shareholders to potentially realize significant value.  Kali Tuna
is a strong company with a promising future."

                         About Kali Tuna

Kali Tuna is an established Croatian-based aquaculture operation
raising Northern Bluefin Tuna in the Croatian part of the Adriatic
Sea.  Kali Tuna intends to become the leader in the Northern
Bluefin Tuna industry by acquisition and internal growth.  The
growth of Kali Tuna will be founded on the sustainable management
of resources and economically sound practices, seeking
opportunities resulting from market consolidation and scientific
progress in the industry.

On behalf of the Board of Directors

                     About Lions Gate

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

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

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


MAGIC BRANDS: Taps Sitrick as Corporate Communications Consultant
-----------------------------------------------------------------
Magic Brands, LLC and its affiliates have sought permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Sitrick and Company Inc. as corporate communications consultant,
nunc pro tunc to the Petition Date.

Sitrick will render corporate communications services as needed
throughout the course of the Debtors' Chapter 11 cases.  Subject
to futher court order, Sitrick will be engaged to render
professional services that may include writing and distributing
press releases, consulting on public relations strategy,
franchisee communications and relationships, media relations and
media monitoring in connection with the Debtors' Chapter 11 cases.

Sitrick has agreed to represent the Debtors and charge, in
connection with its professionals providing the services related
to the Debtors' Chapter 11 cases, hourly rates for its services,
which rates range from $185 to $895, depending on the particular
professional, which rates have been reduced by $100 per hour for
certain Sitrick's professionals.

Anita-Marie Laurie, a member at Sitrick, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

                        About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.


MAGIC BRANDS: Wants to Hire CRG Partners as Management Consultant
-----------------------------------------------------------------
Magic Brands, LLC, et al., have asked for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ CRG
Partners Group, LLC, as management consultant, effective as of the
Petition Date.

CRG Partners will:

     a. assist in the generation of necessary information and
        direct preparation of the schedules of assets and
        liabilities and statements of financial affairs to be
        filed in the Debtors' Chapter 11 cases;

     b. prepare necessary stakeholder summary schedules (matrices)
        for the purposes of filing and notification;

     c. support the Debtors in any interaction with the Office of
        the U.S. Trustee for the District of Delaware and any
        Official Committee of Unsecured Creditors; and

     d. provide any other advisory services requested by the
        Debtors.

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

        Managing Partner                 $525-$675
        Partner                          $450-$550
        Managing Director                $450-$475
        Director                           $395
        Senior Consultant                  $375
        Consultant                       $250-$350

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

                        About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.


MAGIC BRANDS: Seeks to Implement Key Employee Incentive Plan
------------------------------------------------------------
Magic Brands, LLC and its debtor-affiliates ask the Bankruptcy
Court for authority to implement a Key Employee Incentive Plan.

netDockets reports that the proposed plan would provide bonuses to
two tiers of "key employees" of the Debtors.  netDocket says the
bonuses would be payable upon either (1) the closing of a "sale,
transfer or other disposition of substantially all of the assets
of Magic or Fuddruckers, or more than 50% of the equity interests
in Magic or Fuddruckers, in one or a series of transactions" or
(2) entry by the bankruptcy court of "a final order confirming a
chapter 11 plan of reorganization, as an alternative to the Sale
Event . . . (other than a liquidating plan confirmed after the
occurrence of a Sale Event)."

netDockets says if either a sale or reorganization event occur,
the total bonus payments would range from $504,375 -- with
$270,000 going to tier one employees and $234,375 going to tier
two employees -- to $1,659,375 -- with $1.35 million going to tier
one employees and $309,375 going to tier two employees.

According to netDockets, the Debtors assert that implementation of
the KEIP is appropriate and necessary to "properly compensate and
motivate the Key Employees to reach a transaction in these Chapter
11 Cases and to maximize the value of the Debtors' business by
completing the restructuring to increase forecasted earnings that
should attract more competitive bidding."

The Tier One group comprises the CEO, CFO, COO and Vice President
of Marketing.  The Tier Two group comprises the Controller, Vice
President of Human Resources, two Senior Vice Presidents of
Operations, Senior Vice President of Franchise Sales, Vice
President of Franchise Sales, and Legal Affairs Manager.

The potential transaction bonus for each tier one employee is
determined as a percentage of his or her base salary and the
percentage is based upon the "Transaction Value".  The percentage
ranges from 25% of base salary (if the Transaction Value is less
than $34 million) to 125% (if the Transaction Value is more than
$49 million).

Tier two employees would receive a transaction bonus equal to 25%
of base salary if the Transaction Value is less than $34 million
or 33% of base salary if the Transaction Value is greater than $34
million.


MAGNA ENTERTAINMENT: Shareholders Want Chapter 11 Plan Stayed
-------------------------------------------------------------
The Associated Press says shareholders of Magna Entertainment
Corp. is taking an appeal on the U.S. Bankruptcy Court's order
confirming the Chapter 11 plan of reorganization.

According to The AP, shareholders, who won't get any distributions
under the Plan, wanted the approval stayed and to put the plan on
hold while it their appeal is heard.  Shareholders argued that a
legal settlement with unsecured creditors upon which the plan is
based allows the company's parent company, MI Development, to
acquire valuable assets for a fraction of their value while
avoiding potential legal liabilities.

                       About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAJESTIC STAR: Bankruptcy Exit Plan Seen By Month's End
-------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Edward Sassower, Esq., at Kirkland & Ellis, an attorney for
Majestic Star Casinos, told Judge Kevin Gross at an April 27,
2010, hearing that the Company has had a "quite difficult" time
coming up with a Chapter 11 turnaround plan.

According to Dow Jones, Mr. Sassower told to Judge Gross Majestic
Star is making "significant progress" toward putting together a
Chapter 11 plan term sheet, and hopes to have something to show
creditors by the end of May.

Dow Jones relates that the riverboat gambling operation is
suffering due to the closure of a mile-long bridge that serves it.
Dow Jones notes that, at a public hearing in January, a Majestic
Star executive said the bridge closure had caused the value of the
riverboat gambling operation to drop by $90 million.

                       About Majestic Star

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

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

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MAJESTIC STAR: Court Stays Gary Lawsuit Against Executives
----------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Judge Kevin Gross invoked the automatic stay to halt a lawsuit
filed by the city of Gary, Indiana under the state's Criminal
Victims Act against Majestic Star Casinos' Chief Executive Don
Barden and other officers.

Dow Jones relates Gary alleges millions that the Company was
supposed to hold in escrow found their way into the Majestic
Star's Chapter 11 coffers, instead.  Majestic Star disputes the
debt.

The report relates Judge Gross disagreed with Gary, noting that,
at bottom, it's a fight over a share of revenue from Majestic
Star's riverboat gaming.  According to the report, Judge Gross
said Gary's suit threatens to distract management from their
efforts to reorganize.

Dow Jones notes that some members of Gary's City Council have
sponsored a resolution asking the Indiana Gaming Commission to
strip Majestic Star of its casino license and put the riverboats
into a receivership.  The Indiana gaming license is up for renewal
in June.

                       About Majestic Star

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

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

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MARSH HAWK: Economy Downturn Prompts Chapter 11 Filing
------------------------------------------------------
Josh Brown at The Virginian-Pilot reports that Marsh Hawk Golf
Club, which owns a golf course, filed for Chapter 11 bankruptcy
protection due to a decline in revenue brought by the general
downturn in the economy.  Slow real estate sales in the community
resulted in fewer new club members.


MASHANTUCKET WESTERN: In Talks for Forbearance Extension
--------------------------------------------------------
Mashantucket Western Pequot Tribal Nation said in an e-mailed
statement to Bloomberg that talks with senior lenders are ongoing
regarding the extension of a forbearance agreement that was set to
expire April 30.

"Until the tribe and its lenders complete the forbearance
extension process, the tribe will be operating as usual,"
Mashantucket Western said.

The casino owners have about $2.5 billion of debt.  In October,
creditors agreed not to pursue default rights if debt payments
were missed or loan conditions breached.  A forbearance agreement
with senior lenders was extended in January.

                  About the Mashantucket Pequot

The Mashantucket Pequots are an Eastern Woodland people with its
traditional homelands in Southeastern Connecticut having endured
centuries of conflict, survival and continuity on and around one
of America's oldest Indian reservations, established in
1666.

The Mashantucket Pequot Tribal Nation owns one of the largest
resort casino in the world, Foxwoods Resort Casino --
http://www.foxwoods.com/,along with several other economic
ventures including the Lake of Isles Golf Course --
http://www.lakeofisles.com/-- a joint-venture partnership
establishing the MGM Grand at Foxwoods, The Spa at Norwich Inn and
Foxwoods Development Company dedicated to world-class resort
development throughout the United States and Caribbean.
The Tribe employs approximately 10,000 people and, through its
slot contribution agreement, it has contributed nearly $3 billion
to the State of Connecticut since January 1993.

                           *     *     *

In March 2010, Standard & Poor's Ratings Services lowered its
issue level ratings on the Mashantucket Western Pequot Tribe's
$250 million special revenue bonds series 2005A and $70.365
million subordinated special revenue bonds series 2007A to 'D'.
In addition, S&P lowered the Standard & Poor's Underlying Rating
on the Tribe's $300 million special revenue bonds series 1997A to
'D'.

The rating action stems from S&P's belief that the Tribe did not
make the full interest payments due March 1, 2010, on its special
revenue and subordinated special revenue bonds.


METALS USA: March 31 Balance Sheet Upside-Down by $43 Million
-------------------------------------------------------------
Metals USA Holdings Corp. reported its results for the three
months ended March 31, 2010.

Operating income for the first quarter of 2010 was $12.7 million
compared to an operating loss of $20.9 million recorded for the
three months ended March 31, 2009.  Sales revenues for the first
quarter of 2010 were $287.9 million compared to sales revenues of
$330.2 million for the first quarter of 2009.  Metal shipments for
the first quarter of 2010 were 249,000 tons compared to first
quarter of 2009 shipments of 248,000 tons.

The company's balance sheet showed $655.4 million in total assets
and $698.4 million in total liabilities, for a $43.0  million
stockholders' deficit.

Adjusted EBITDA, a non-GAAP financial measure used by Metals USA
and its lenders to evaluate the performance of the business, was
$18.2 million for the first quarter of 2010, which exceeds the
company's first quarter 2009 Adjusted EBITDA of negative
$14.9 million.  Interest expense for the quarter was
$11.7 million, which included $3.1 million of interest on the
Company's Senior Floating Rate Toggle Notes due 2012 that was paid
entirely in kind.  The Company recognized depreciation and
amortization expenses during the quarter of $4.6 million.

Lourenco Goncalves, the Company's Chairman, President and C.E.O.,
stated: "Market conditions continue to improve, as we see
increases in customer inquiries and order volumes.  Raw material
prices continue to rise and metal prices are following." Mr.
Goncalves added: "Our first quarter results prove the
effectiveness of our efforts to work out of smaller inventories.
Also important, our previous cost reduction efforts were a
decisive component of our improved performance this quarter.  We
will continue to manage our inventory and drive profitability."

The Company had $84.0 million drawn under its asset-based credit
facility at March 31, 2010, with excess availability of
$155.8 million which was up from $122.9 million at December 31,
2009.  Net debt increased by $13.0 million during the quarter to
$475.3 million on March 31, 2010, due primarily to an increase in
working capital.  Net cash used in operating activities for first
quarter of 2010 was $9.6 million.  During the first quarter 2010,
the company's working capital increased as we experienced an
environment of modestly increasing prices and slowly recovering
end-market demand.  Increases of $25.1 million in our accounts
receivable balance and $7.7 million in the Company's inventories
were the primary contributors to operating cash outflows for the
quarter.  Availability under the ABL Facility expanded
commensurate with the increase in working capital.  Inventory
tonnage at March 31, 2010, was consistent with inventory tonnage
at December 31, 2009.  Capital expenditures were $0.5 million for
the quarter.

On April 9, 2010, the Company completed its initial public
offering of 11,426,315 common shares at a price of $21.00 per
share.  The stock began trading that day on the New York Stock
Exchange under the ticker symbol MUSA.  On April 14, 2010, the
Company announced the redemption of all of its Senior Floating
Rate Toggle Notes due 2012 with the IPO proceeds.  The IPO
proceeds and the Company's receipt of a Federal tax refund of
approximately $15.0 million on April 13 would have effectively
reduced the Company's net debt and increased total liquidity as of
March 31 by approximately $230.0 million and $63.0 million,
respectively.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6127

                         About Metals USA

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

Metals USA reported $627.8 million in total assets and
$671.5 million in total liabilities, resulting to a stockholders'
deficit of $43.7 million as of December 31, 2009.

                           *     *     *

The Troubled Company Reporter on April 13, 2010, reported that
Standard & Poor's Ratings Services raised its ratings on Houston-
based Metals USA Holdings and its wholly owned subsidiary, Metals
USA Inc., to 'B-' from 'CCC+'.  In addition, the ratings remain on
CreditWatch with positive implications.  S&P originally placed the
ratings on CreditWatch with positive implications on April 7,
2010, based on S&P's assessment that the company's near-term
operating performance is improving.

The TCR on April 14, 2010, reported that Moody's Investors Service
upgraded its ratings for Metals USA Holdings Corp. and assigned a
stable rating outlook to the North American metal distributor.
MUSA Holdings' corporate family rating was raised to B2 from B3
and the rating on the 11.125% notes issued by its subsidiary
Metals USA Inc. was raised to B3 from Caa1.  At the same time,
MUSA Holdings' speculative grade liquidity rating was affirmed at
SGL-3.


METOKOTE CORP: S&P Gives Positive Outlook, Affirms 'CCC+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on MetoKote Corp. to positive from developing and affirmed its
ratings on the company, including the 'CCC+' corporate credit
rating.

"The outlook revision reflects S&P's opinion that MetoKote's
credit profile could support a higher corporate credit rating if
higher auto demand in North America continues," said Standard &
Poor's credit analyst Lawrence Orlowski.

S&P believes light-vehicle production in North America is starting
to recover; however, the strength of auto demand in the second
half of 2010 is uncertain.  S&P expects U.S. light-vehicle sales
to rise this year by about 14%, to 11.7 million units, compared
with the 10.3 million units sold in 2009, which was a 22% drop
from 2008.  As a result, S&P believes MetoKote's credit measures
will improve in fiscal 2010 (ending Oct. 31).  S&P expects
operating margins before D&A to increase to more than 17.5% by the
end of fiscal 2010 and leverage to fall to approximately 5.0x due
to higher adjusted EBITDA and debt reduction.  As part of any
upgrade, S&P would also expect MetoKote to refinance its credit
facilities far in advance of their expiration in 2011, thereby
bolstering its liquidity.  MetoKote applies industrial coatings
designed to inhibit the corrosion of automotive and industrial
products.  The privately held company had total balance sheet debt
of $87 million as of Jan. 31, 2010.

The company participates in the highly competitive, fragmented,
and cyclical coating business serving the automotive,
agricultural, and construction markets.  MetoKote's sales are
vulnerable to swings in demand and pricing for coating activity
because its operations are concentrated in this niche segment.  In
addition, the company lacks significant scope and scale in this
sector, even though it is the largest independent operator.
Still, S&P believes the company has a highly variable cost
structure and a generally favorable contract structure with its
long-term customers.

Liquidity is constrained, in S&P's view.  As of Jan. 31, 2010,
cash and cash equivalents totaled $8.4 million, and S&P estimates
that availability under the revolving credit facility stood at
$10 million.

The outlook is positive.  S&P could raise the rating if auto
production recovers enough to meaningfully boost the company's
sales and scale on a sustained basis, and if the company
refinances its credit facilities far in advance of their
expiration in 2011, thereby bolstering liquidity.

S&P could revise the outlook to stable if auto demand weakened in
the second half of 2010 and the company's credit measures worsened
because of falling profitability and insufficient cash generation.
S&P could also lower the rating if the company cannot refinance or
extend the maturities of its credit facilities.


MICHAEL MAHONY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Michael James Mahony
               Lisa Renee Mahony
                 aka Lisa R. Shough Mahony
               4136 South Fletcher
               Fernandina Beach, FL 32034

Bankruptcy Case No.: 10-03624

Chapter 11 Petition Date: April 29, 2010

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

Judge: Paul M. Glenn

Debtor's Counsel: Brett A. Mearkle, Esq.
                  Parker & Dufresne, P.A.
                  8777 San Jose Blvd Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 733-2919
                  E-mail: bmearkle@jaxlawcenter.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by the Joint Debtors


MICHAEL TOUSLEY: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Michael Frank Tousley
               Patricia Michelle Tousley
               6568 Hopedale Court
               San Diego, CA 92120

Bankruptcy Case No.: 10-07137

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Joseph J. Rego, Esq.
                  Law Office of Joseph Rego
                  8765 Aero Drive, Suite 306
                  San Diego, CA 92123
                  Tel: (858) 598-6628
                  Fax: (858) 598-6631
                  E-mail: joerego@regolaw.com

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

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/casb10-07137.pdf

The petition was signed by the Joint Debtors.


MIDDLEBROOK PHARMACEUTICALS: Files for Chapter 11 in Delaware
-------------------------------------------------------------
Middlebrook Pharmaceuticals Inc. filed a Chapter 11 petition on
April 30 (Bankr. D. Del. Case No. 10-11485), listing assets of
$42.2 million against debt totaling $29.1 million.

Based in Westlake, Texas, Middlebrook is a developer of
antibiotics.  The Company has a proprietary system called Pulsys
for delivering drugs in rapid bursts. Middlebrook markets Moxatag,
also known as amoxicillin, using the Pulsys technology.  It also
markets Keflex, or cephalexin.

According to Bloomberg News, Middlebrook said in a court filing
that its products "have not yet gained wide market acceptance
among physicians."   The Company has cumulative losses of $299
million, including a net loss of $62.3 million in 2009. Revenue in
2009 was $14.8 million.

The report relates that Middlebrook has no secured or bank debt.
It financed the business through private placements with equity
investors.


MORRIS PUBLISHING: Obtains $10MM Secured Loan from Columbus Bank
----------------------------------------------------------------
On April 26, 2010, Morris Publishing Group, LLC entered into a
senior, secured Loan and Line of Credit Agreement with Columbus
Bank & Trust Company, providing for a revolving line of credit in
the amount of $10 million.  The Credit Line will be available
until its maturity date of May 15, 2011.  Interest will accrue on
outstanding principal at the rate of LIBOR plus 4%, with a minimum
rate of 6%.

The parties to the Credit Line are Morris Publishing, as borrower,
all of its subsidiaries and its parent, as guarantors, and the
Bank.

The Credit Line is secured by a first lien on substantially all of
the assets of Morris Publishing and its subsidiaries.  Liens on
those assets were previously granted to the Collateral Agent for
the holders of Morris Publishing's Floating Rate Secured Notes Due
2014 (the "Subordinated Notes") in the original principal amount
of $100 million pursuant to an Indenture dated as of March 1,
2010.  The Credit Line constitutes a "Working Capital Facility" as
defined in and contemplated by the Indenture.  Pursuant to the
Indenture and an Intercreditor Agreement between the Collateral
Agent and Columbus Bank, the Subordinated Notes and their related
liens are subordinated to the Credit Line.

The Credit Line contains various customary representations,
warranties and covenants, as well as financial covenants similar
to the financial covenants in the Indenture.

In connection with, and immediately prior to entering into the
Credit Line, Morris Publishing refinanced its existing Tranche B
indebtedness in the amount of roughly $7.1 million (including
accrued paid in kind interest) with a $7.1 million loan from
Columbus Bank.  This $7.1 million loan constituted "Refinancing
Indebtedness" as defined in and contemplated by the Indenture.  As
required by the Indenture, upon entering into the Credit Line,
Morris Publishing used available cash to fully repay this
Refinancing Indebtedness immediately upon its issuance.  The
Tranche B indebtedness was the final portion of indebtedness that
had remained outstanding under Morris Publishing's Amended and
Restated Credit Agreement, dated October 15, 2010, in the original
principal amount of $136.5 million.

                          *     *     *

Augusta, Ga.-based Morris Publishing Group, LLC, owns and operates
13 daily newspapers as well as non-daily newspapers, city
magazines and free community publications in the Southeast,
Midwest, Southwest and Alaska.

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, Ga., is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

On January 19, 2010, the Debtors filed their joint prepackaged
plan of reorganization pursuant to Chapter 11 of the Bankruptcy
Code.  The Plan was confirmed by the Bankruptcy Court on
February 17, 2010.  The Debtors emerged from bankruptcy on
March 1, 2010.

                          *     *     *

The Company reported a net loss of $20.8 million on $256.9 million
revenue for 2009, compared with a net loss of $140.7 million on
$321.8 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$170.5 million in assets and $485.3 million of debts, for a
member's deficiency in assets of $314.8 million.


MOVIE GALLERY: To Close 2,415 U.S. Stores, Liquidate Inventory
--------------------------------------------------------------
According to AfterDawn.com, Movie Gallery said it will shut down
2,415 U.S. stores, and liquidate all inventory and stores over the
next few months.  The company added it is unclear whether to shut
down 184 Hollywood Video chains that remain in Canada.

St. Petersburg Times reported that Movie Gallery told workers over
the weekend the remaining 1,906 stores are closing.  The Company
had already announced it would close 805 stores, including 16 in
the Tampa Bay area, after making a return trip to bankruptcy court
in February.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Movie Gallery
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and
its various affiliates.


NEVADA RESOURCE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Nevada Resource Dynamics, LLC, filed with the U.S. Bankruptcy
Court for the District of Nevada its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $19,000,000
  B. Personal Property            $8,035,448
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,600,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $480,000
                                 -----------      -----------
        TOTAL                    $27,035,448       $9,080,000

Reno, Nevada-based Nevada Resource Dynamics, LLC, filed for
Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D.
Nev. 09-50308).  Sallie B. Armstrong, Esq., who has an office in
Reno, Nevada, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


NEW BERN: Can Sell SkySail Condominiums and Transfer Liens
----------------------------------------------------------
The Hon. J. Rich Leonard of the he U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized New Bern Riverfront
Development, LLC, to:

   -- convey certain properties and pay certain closing costs,
      including brokers commission from the sale proceeds; and

   -- transfer all actual or potential liens to the proceeds of
      the sales.

The Debtor develops and sell the SkySail Condominium consisting of
121 residential condominiums located on Middle Street on the
waterfront in New Bern, North Carolina.  As of the petition date,
42 condominiums were sold, 52 are under contract, and unsold
condominiums are occasionally rented on a short-term basis.

Wachovia Bank, National Association holds a deed of trust to
secured the funds advanced to complete the improvements.  The
Debtor states that Wachovia is owed $21,015,209 as of the petition
date and the sale properties securing the loan have an aggregate
value of $31,500,000.

Weaver Cooke Construction LLC, general contractor on the project,
claims a lien of $2,344,072 against the sale properties.  The
Weaver Cooke lien is junior to the lien of Wachovia.

There are also other lien claims filed against the sale properties
by subcontractors who supplied materials and labor for purpose of
constructing the improvements.

           About New Bern Riverfront Development, LLC

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NEW BERN: Court OKs Revolving Credit Facility from Soleil Group
---------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized New Bern Riverfront
Development, LLC, to obtain postpetition financing from The Soleil
Group, Inc.

The Debtor would use the $200,000 revolving credit facility to
fund the Debtor's postpetition business.

The Soliel Group loan will bear interest at 4% per annum; be due
and payable in full within 1 year or earlier if certain event
occur; be used to fund operations pending the confirmation of a
reorganization plan; be unsecured ; and be entitled to
administrative expense status.

The Debtor will repay loan advances from time to time from funds
of the estate as and when available from the sale of condominium
units; provided however, the outstanding balance will not be
repaid to an amount below $100,000 unless permitted by the Court.

Any unpaid principal and interest will be entitled to
administrative expense status.

              About New Bern Riverfront Development

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NORTEL NETWORKS: Chilmark Approved as Consulting Expert
-------------------------------------------------------
The Bankruptcy Court authorized Nortel Networks Inc.'s legal
counsel to employ Chilmark Partners LLP as its consulting expert.

The Debtors want Chilmark Partners employed to assist their
counsel, Cleary Gottlieb Steen & Hamilton LLP, in all legal
proceedings concerning the allocation of proceeds from the sale
of certain assets of Canada-based Nortel Networks Corp. and its
affiliates.

The issue on the allocation of the sale proceeds will be decided
by means of an arbitration or other proceedings due to the
absence of an agreement among the Nortel companies on the
allocation.

"The services of a capable and experienced consulting expert such
as Chilmark are essential to Cleary Gottlieb as it navigates
the complex and challenging issues posed to the Debtors by the
allocation process," says the Debtors' attorney, Ann Cordo, Esq.,
at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware.

Chilmark has extensive experience fashioning imaginative
solutions to complex problems and has the resources available to
advise Cleary Gottlieb in the matter, Ms. Cordo says.

Chilmark will be paid a monthly fee of $250,000 for its services
and will be reimbursed for its necessary and reasonable expenses.
The Firm will also get an additional $2 million fee upon
confirmation of NNI's plan of reorganization or resolution of the
allocation of the sale proceeds.

About 75% of Chilmark's monthly fees will be credited against the
$2 million fee, provided that the credits will not reduce the fee
below zero.

Matthew Rosenberg, Esq., a member of Chilmark, assures the Court
that his Firm does not have interests adverse to the Debtors'
estates or any class of creditors, and that the Firm is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Global IP Allowed to Provide More Services
-----------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors received approval
of their supplemental application to allow Global IP Law
Group LLC to provide additional services and to approve the terms
of the firm's compensation.

The Debtors employed Global IP late last year to evaluate the
marketability of their intellectual property portfolio, which
includes about 3,500 "patent families."  The licenses to the
patents are either held or owned by NNI, Nortel Networks Ltd.,
Nortel Networks UK Ltd. and NN Ireland.

Under their supplemental application, the Debtors ask the Court
to authorize Global IP to, among other things, provide legal
advice and counsel on monetization strategies and to continue
assisting them after the appropriate strategy is selected and
effectuated.

They also seek approval of these additional terms governing NNL's
payment of fees to Global IP:

  (1) For services rendered before February 1, 2010, a rate of
      $400 per hour for each Global IP partner, a 20% discount
      off of Global IP's standard fees, with total fees not to
      exceed $75,000 without prior approval from NNL.

  (2) For services rendered on or after February 1, 2010, a
      fixed fee of $250,000 per month, with an initial four-
      month commitment to be extended month-to-month upon the
      consent of the holders and owners of the licenses, the
      "bondholders group" and the Official Committee of
      Unsecured Creditors.

The Debtors also filed a motion, seeking approval to file under
seal a set of documents that were executed in connection with
their supplemental application on grounds that they contain
sensitive commercial information.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Clerk Records Claims Transfer for March-April
--------------------------------------------------------------
The Clerk of the Bankruptcy Court recorded notices of transfer of
more than 20 claims, aggregating more than $4 million, in Nortel
Networks' Chapter 11 cases for the period from March 22 to
April 14, 2010:
                                              Claim     Claim
Transferee             Transferor             Number    Amount
----------             ----------             ------  ----------
ASM Capital L.P.       Adex Corporation         7149   $305,181
                       Freedom CAD Services     7114    $92,180
                       Kaiser Associates Inc.    516    $59,091
                       Paragon Communications   3845    $12,571

ASM Capital III L.P.   Strength Tek Fitness     1835   $123,676
                       and Wellness

Coface North America   Jaco Electronics Inc.     392   $479,290
Insurance Company                               7076   $479,290

Contrarian Funds LLC   Symmetricom Inc.           35   $549,547
                                                  --   $469,513

Corre Opportunities    Communications Support
Fund L.P.               Services Inc.             --     $5,386
                       CPU Sales and Service      --    $17,898

Longacre Opportunity   Creative Associates         2   $245,536
Fund L.P.              Creative Associates      2352   $248,942
                       Creative Associates      7148   $248,942
                       Creative Associates        --    $14,518
                       Creative Associates        --   $194,555
                       Covergence Inc.            --
$170,249

Riverside Claims LLC   Coface North America      392   $479,290
                        Insurance Company       7076   $479,290

United States Debt     Inroads Inc.               -      $3,900
Recovery III LP

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Has $5.6-Bil. Cash Balance at March 27, Says E&Y
-----------------------------------------------------------------
Ernst & Young Inc., the firm appointed to monitor the assets of
Nortel Networks Corporation and its four affiliates that filed
for creditor protection under Canada's Companies' Creditors
Arrangement Act, filed its 43rd monitor report with the Ontario
Superior Court of Justice.

The Monitor Report provides updates on the consolidated cash
position and liquidity of NNC and its subsidiaries as of
March 27, 2010, actual receipts and disbursements, and cash flow
forecast, among other things.

Ernst & Young noted that as of March 27, 2010, NNC and its
subsidiaries had consolidated cash balance of about $5.6 billion,
including $2.8 billion of total treasury cash.  The Applicants'
consolidated cash balance is held globally in various Nortel
units, joint ventures and in escrow accounts containing the
proceeds from the sale of their assets completed since
January 14, 2009.

As of March 27, 2010, the Nortel companies based in North America
have cash available for operations and post-filing intercompany
settlements of about $953 million compared to a gross cash
position of about $1.1 billion.  Of this, about $186 million is
held by the Canada-based Nortel units while approximately $767
million is held by the U.S.-based units.

The administrators of U.K.-based Nortel units have available cash
of approximately $703 million for operations and post-filing
intercompany settlements for Nortel Networks UK and other
foreign-based units.  Nortel entities in Europe, Middle East and
Africa have about $22 million of available cash while those in
the Asia Pacific Region have about $445 million of available cash
for operations and intercompany settlements.

NETAS, a joint venture in which NNC and its subsidiaries have a
53% stake, has approximately $63 million of cash, of which about
$33 million represents Nortel's proportionate share.

Nortel Networks (CALA) Inc.'s available cash is $83 million as of
March 27, 2010.  Other Nortel units in the Caribbean and Latin
America that are not in bankruptcy have about $47 million of
available cash, which is expected to be used to fund their in-
country operations and intercompany settlements.

                     Divestiture Proceeds

Divesture proceeds of $2.8 billion are being held in escrow by
JPMorgan Chase bank N.A. until an agreement is reached regarding
the allocation of those proceeds to various Nortel units,
including NNL, according to Ernst & Young.

The proceeds relate to amounts held by JPMorgan Chase Bank N.A.
in escrow that include:

-- $1.045 million from the sale of Code Division Multiple
    Access (CDMA) business and Long Term Evolution (LTE)
    assets;

-- $18 million from the sale of the Layer 4-7 business;

-- $10 million from the sale of the Next Generation Packet
    Core business;

-- $899 million from the sale of Enterprise Solutions
    business; and

-- $627 million from the sale of Optical Networking and Carrier
    Ethernet business.

Proceeds of $94 million from the sale of the GSM/GSM-R business
were placed into escrow with JPMorgan after the deal was
completed on March 31, 2010.

The consolidated cash position balance does not reflect a $14
million deposit received from Genband Inc. with respect to the
sale of the Carrier VoIP and Application Solutions business,
according to the Monitor Report.

              Actual Receipts and Disbursements
              from January 3 to March 27, 2010

The actual consolidated net cash inflow of NNC and the other
CCAA applicants for the period January 3 to March 27, 2010, was
$99.6 million.

Actual net cash flow exceeded forecast by $39.1 million.
Restricted cash was lower than forecast by about $1.5 million,
primarily as a result of a release of cash collateral posted with
Export Development Canada in support of post-filing performance
bonding.

             Cash Flow Forecast for the Period
                 March 28 to July 31, 2010

NNC and its subsidiaries, with the assistance of Ernst & Young,
prepared a 18-week cash flow forecast for the period March 28 to
July 31, 2010.

The cash flow forecast indicates that NNC and the other CCAA
Applicants will have total receipts of $371 million and total
disbursements of $323.2 million, resulting in a net cash inflow
of $47.8 million.

As of March 28, 2010, the CCAA Applicants have available cash
balances of about $186.4 million, excluding restricted cash and
unavailable cash of about $64.8 million.

A full-text copy of the 43rd Monitor Report is available without
charge at http://bankrupt.com/misc/Nortel43rdMonitorReport.pdf

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


OCEANAIRE TEXAS: Sale-Based Plan Wins Confirmation
--------------------------------------------------
American Bankruptcy Institute reports that Oceanaire Inc. can be
acquired by Landry's Restaurants Inc. now that the upscale seafood
eatery chain's reorganization plan has been confirmed by
Bankruptcy Judge Barbara Houser.

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


OMAR YEHIA SPAHI: Wants Until July 27 to Propose Plan
-----------------------------------------------------
The U.S. Central District of California will consider at a hearing
on May 5, 2010, at 11:00 a.m., Omar Yehia Spahi's motion for an
extension in its exclusive periods to file and solicit acceptances
for the proposed Chapter 11 Plan.  The hearing will be held at
255 E. Temple St. Courtroom 1575 Los Angeles, California.

The Debtor asked the Court to extend its exclusive period to file
a Plan until July 27, 2010.

The Debtor is in the process of securing funding that would allow
for a plan that would bring the deeds of trust current, pay all
creditors in whole, and give the Debtor security. Additionally,
the Debtor is in discussions with several secured creditors to
achieve more favorable interest rates on loans that would permit
the reorganization to be an effective one.

The Debtor is represented by:

     Michael Jay Berger, Esq.
     Law Offices of Michael Jay Berger
     9454 Wilshire Blvd., 6th Floor
     Beverly Hills, CA 90212-2929
     Tel: (310) 271-6223
     Fax: (310) 271-9805

Santa Monica, California-based Omar Yehia Spahi filed for Chapter
11 on December 4, 2009 (Bankr. C.D. Calif. Case No. 09-44294).
Michael Jay Berger, Esq., represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


PALISADES PARK: Hearing on Saiber LLC's Employment Set for Today
----------------------------------------------------------------
The Hon. Donald H. Steckroth the U.S. Bankruptcy Court for the
District of New Jersey will consider at a hearing today, May 4,
2010, at 10:00 a.m., Palisades Park Plaza North, Inc.'s employment
of Saiber LLC as counsel.  The hearing will be held at DHS -
Courtroom 3B, Newark.

The Debtor said that Saiber will:

   a) provide the Debtor with advice regarding and preparation of
      any and all necessary documents regarding this bankruptcy
      filing, including its petition, schedules and statement of
      financialaffairs, debt restructuring, compliance with the
      Bankruptcy Code and Rules and asset disposition;

   b) take all necessary actions to protect and preserve the
      Debtor's estate during the pendency of the Chapter 11 case,
      including the prosecution of actions by the Debtor, the
      defense of actions commenced against the Debtor,
      negotiations concerning litigation in which the Debtor is
      involved and objecting to claims filed against the estate;
      and

   c) prepare on behalf of the Debtor, as a debtor-in-possession,
      all necessary motions, applications, answers, orders,
      reports and papers in connection with the administration of
      this Chapter 11 case and defending motions or application
      made against the Debtor.

Saiber received a total of $6,039 ($1,039 for filing fees required
for this Chapter 11 filing) and the Debtor's agreement to pay an
additional $12,500 as a retainer in connection with the Debtor's
bankruptcy filing.  The additional $12,500 was received by Saiber
on February 10, 2010.  The source of these payments was Keh's
family members, including his wife, brother and daughter-in-law.

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

The firm can be reached at:

    Saiber LLC
    18 Columbia Turnpike, Suite 200
    Florham Park, NJ 07932

              About Palisades Park Plaza North, Inc.

River Vale, New Jersey-based Palisades Park Plaza North, Inc.,
filed for Chapter 11 bankruptcy protection on February 5, 2010
(Bankr. D. N.J. Case No. 10-13394).  Vincent F. Papalia, Esq., at
Saiber, LLC, 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.


PALM INC: Morgan Joseph Analyst Says HP Overpaid
------------------------------------------------
The Deal.com's Maria Woehr reports that Ilya Grozovsky at Morgan
Joseph & Co. says Hewlett-Packard overpaid for Palm, Inc.

Mr. Grozovsky said Hewlett-Packard "stopped the clock and valued
the [Palm] based on the cash that they had at the end of their
fiscal third quarter which ended in February.  They had
approximately $600 million at that time."

"The reality is that they had valued the Company on its current
cash position, then they would have essentially paid an extra
$300 million . . .  overpaid by that much," Mr. Grozovsky told Ms.
Woehr.  "Now, for Hewlett-Packard, that really doesn't make a
difference given their market cap and given the cash position
. . ." he said.

Mr. Grozovsky also told Ms. Woehr he believes Hewlett-Packard will
keep Palm's R&D team and continue to develop Palm's WebOS.

As reported by the Troubled Company Reporter, Palm on April 28
said it has signed a definitive agreement under which with
Hewlett-Packard will purchase Palm at a price of $5.70 per share
of Palm common stock in cash or an enterprise value of
approximately $1.2 billion.  The transaction has been approved by
the HP and Palm boards of directors.

As reported by the Troubled Company Reporter, Palm has tapped
Goldman Sachs Group Inc. and Frank Quattrone's Qatalyst Partners
to find a buyer.  The TCR, citing Serena Saitto and Ari Levy at
Bloomberg News, said people familiar with the situation indicated
that Taiwan's HTC Corp. and China's Lenovo Group Ltd. have looked
at Palm and may make offers.  According to Bloomberg, the sources
declined to be identified because a sale hasn't been announced.
Bloomberg said two of the people familiar with the matter have
indicated that Dell Inc. looked at Palm, though it decided against
an offer.  Bloomberg said Jess Blackburn, a spokesman for Dell,
didn't respond to a call for comment.

A full-text copy of the Agreement and Plan of Merger dated as of
April 28, 2010, among Palm, Inc., Hewlett-Packard Company and
District Acquisition Corporation, is available at no charge at:

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

A full-text copy of the Companies' investor presentation is
available at no charge at http://ResearchArchives.com/t/s?60ef

A full-text copy of the Companies' conference call transcript is
available at no charge at http://ResearchArchives.com/t/s?60f0

A full-text copy of the proposed merger FAQ is available at no
charge at http://ResearchArchives.com/t/s?60f1

Palm's current chairman and CEO, Jon Rubinstein, is expected to
remain with the company.

Elevation Partners LP owns about 30% of Palm.

                       About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

At February 28, 2010, Palm had total assets of $1,007,237,000
against total current liabilities of $601,133,000; long-term debt
of $387,000,000; non-current deferred revenues of $19,001,000;
non-current tax liabilities of $6,286,000; Series B redeemable
convertible preferred stock of $272,961,000; and Series C
redeemable convertible preferred stock of $18,782,000; resulting
in stockholders' deficit of $297,926,000.  At May 31, 2009,
stockholders' deficit was $406,568,000.

                          *     *     *

As reported by the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and other ratings on Palm Inc. and revised the
ratings outlook to negative from positive.  "The action reflects
the company's announcement that revenues in the February 2010
quarter and fiscal year ending May 2010 will be well below earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.


PCAA LLC: Brings $141 Million at Bankruptcy Auction
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Parking Co. of
America Airports LLC is selling its assets to Commercial Finance
Services 2907 Inc.  It held an auction last week where the price
rose 26% to $141 million.  The opening bid at auction, $111.5
million, came from Bainbridge ZKS-Corinthian Holdings LLC, which
had signed a contract before the Chapter 11 filing in January.  A
combined hearing will be held May 14 for approval of the sale and
confirmation of the Chapter 11 plan.

                        About PCAA Parent

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.  Bloomberg News says assets were on
the books for $94 million on Sept. 30, when debt totaled
$233 million.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PENN TRAFFIC: Delays Filing of Annual Report for Fiscal 2009
------------------------------------------------------------
Penn Traffic Inc. says that as a result of the increased burdens
placed upon the Company, its limited financial resources, the
departure of personnel, its negotiations with creditors and other
bankruptcy related issues, it is unable to file its Form 10-K for
the year ended January 30, 2010, within the prescribed time period
without unreasonable effort and expense, and, because of its
impending liquidation, it is uncertain whether the Company will
file its annual report on Form 10-K.

The Debtors have been filing with the Bankruptcy Court monthly
operating reports as required pursuant to Rule 2015 of the Federal
Rules of Bankruptcy Procedure.  Additional information regarding
the Debtors' bankruptcy cases, including access to court documents
and other general information, is available to the public
at http://www.donlinrecano.com/cases/caseinfo/penn3.

The Company anticipates that, based on the information that is
currently available to it, the Company's results of operations for
the year ended January 30, 2010, will be significantly different
from those for the last fiscal year due to significant
developments that have occurred in its Company's business over the
past year.  The Company's results of operations during the fiscal
year ended January 30, 2010, were adversely affected by declines
in same store sales, customer counts, and average items sold per
shopping order, and increased workers compensation and pension
costs.  The Company's revenues for the fiscal year ended
January 30, 2010, decreased to $782.0 million from $872.3 million
for the fiscal year ended January 31, 2009.  The Company's
operating loss for for the fiscal year ended January 30, 2010,
increased to $27.4 million from $22.6 million for the fiscal year
ended January 31, 2009.  The Company's net loss for the fiscal
year ended January 30, 2010, increased to $41.3 million from
$17.6 million for the for the fiscal year ended January 31, 2009.

As of October 31, 2009, the Company's balance sheet (unaudited and
unreviewed) showed $150.4 million in assets, $138.8 million of
liabilities, and $11.6 million of stockholders' equity.

                        About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Del. Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the
Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petitions: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PLANGRAPHICS INC: December 31 Balance Sheet Upside-Down by $1.7MM
-----------------------------------------------------------------
PlanGraphics, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $868,193 on $4,391,080 of revenue for the
three months ended December 31 2009, compared with net income of
$143,911 on $5,301,433 of revenue for the same period of 2008.

The Company's balance sheet as of December 31, 2009, showed
$9,946,701 in assets, $11,336,248 of liabilities, and $304,390 of
minority interest, for a stockholders' deficit of $1,693,937.

Boca Raton, Fla.-based Sherb & Co., LLP, in its audit report on
the Company's financial statements for the year ended
September 30, 2009, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses and
has a negative working capital position and a stockholders'
deficit.

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

               http://researcharchives.com/t/s?6119

PlanGraphics, Inc., is a motor freight carrier providing truck
load service primarily in two markets in the mid-West United
States.  The Company carries dry freight, refrigerated freight and
hazardous materials and waste.


PREMIUM DEVELOPMENTS: U.S. Trustee Wants Ch. 11 Case Dismissed
--------------------------------------------------------------
Robert D. Miller Jr., the acting U.S. Trustee for Region 18, ask
the U.S. Bankruptcy Court for the Eastern District of Washington
to dismiss Premium Developments, LLC's Chapter 11 case.

The U.S. Trustee said that the Debtor is a corporate entity and is
not represented by counsel.  The U.S. Trustee also ask the Court
to direct the Debtor to pay all fees payable under the Bankruptcy
Code.

As reported in the Troubled Company Reporter on February 24, 2010,
the U.S. Trustee also sought for the dismissal or conversion of
the Debtor's case to one under Chapter 7 because the Debtor hasn't
submitted proof of insurance on the assets of the estate and the
case is not being prosecuted.

East Wenatchee, Washington-based Premium Developments LLC filed
for Chapter 11 bankruptcy protection on December 4, 2009 (Bankr.
E.D. Wash. Case No. 09-06746).  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm 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.


PROFESSIONAL LAND: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Professional Land Development, LLC, filed with the U.S. Bankruptcy
Court for the Middle District of Florida its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $8,579,441
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $28,843,402
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,927,623
                                 -----------      -----------
        TOTAL                     $8,579,441      $32,771,025

Tampa, Florida-based Professional Land Development, LLC, filed for
Chapter 11 bankruptcy protection on February 5, 2010 (Bankr. M.D.
Fla. Case No. 10-02569).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RANDY MORRIS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Randy J. Morris
          dba Betrand Morris
              Morris Design Partners
        2104 Via Acalones
        Palos Verdes Estates, CA 90274

Bankruptcy Case No.: 10-26867

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Jerry A. Chad, Esq.
                  Law Offices of Jerry A. Chad
                  P.O. Box 358
                  Topanga, CA 90290
                  Tel: (310) 739-4616
                  Fax: (310) 455-3079
                  E-mail: jerrychadjd@aol.com

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

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

A copy of the Debtor's list of 4 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-26867.pdf

The petition was signed by the Debtor.


REGENT COMMUNICATIONS: Changes Name to Townsquare Media
-------------------------------------------------------
Regent Communications Inc. has appointed new senior officers and
changed its name to Townsquare Media Inc.  Regent Communications
said Steven Price, co-founder of media investment firm FiveWire
Ventures, has been named the Company's Chairman and CEO.  FiveWire
co-founder Stuart Rosenstein has been named Executive Vice
President and Chief Financial Officer of the Company.

Townsquare Media operates 62 radio stations in 13 mid-sized
markets. The Company emerged from bankruptcy protection on April
27, 2010, less than two months after its initial Chapter 11
filing. A fund managed by Oaktree Capital Management, L.P., a
premier global alternative and non-traditional investment manager,
owns a majority equity stake in the Company. Messrs. Price and
Rosenstein intend to make a significant equity investment in the
Company.

Messrs. Price and Rosenstein will succeed William Stakelin and
Anthony Vasconcellos, who resigned from the Company.

"Stuart and I are pleased to join Townsquare Media and look
forward to building, through internal growth and acquisitions, a
leading provider of local media, entertainment and commerce in
small and mid-sized markets," said Mr. Price. "The radio business
is undergoing massive change and we are excited to invest in and
build upon Townsquare Media's leadership positions in its markets
to develop a new media business for the 21st century, focused on
local media across multiple platforms."

"I am delighted to have the opportunity to be part of the
Townsquare team as it starts a new chapter and concentrates on
expanding its audience, serving advertisers and driving innovative
digital products," said Mr. Rosenstein. "Together, we are focused
on strengthening the Company's operational execution and creating
value for all of our stakeholders, particularly our clients,
employees and investors."

"We are excited about this partnership and the new leadership at
Townsquare Media," said Andrew Salter, Senior Vice President of
Oaktree Capital Management. "At the same time, we thank Bill and
Tony for their longstanding service to the Company and their
stewardship during the bankruptcy process. As we focus on the
future, we look forward to building a market-leading, valuable
media business with Steven and Stuart."

"Tony and I are both very proud of our accomplishments at Regent,
which has consistently performed as a radio industry leader due
primarily to the outstanding abilities of our employees," said Mr.
Stakelin. "We wish the Company well and wish the new owners and
management team well with their decision to take the Company in a
new direction."

                        About Steven Price

Prior to co-founding FiveWire, Mr. Price, 48, was a Senior
Managing Director at New York-based private equity firm
Centerbridge Partners and, before that, he held a similar position
at Spectrum Equity Investors.  Before joining the private equity
business, Mr. Price served in the Pentagon as Deputy Assistant
Secretary of Defense (Spectrum, Space, and Communications). Prior
to joining the Pentagon, he served as President and CEO of
LiveWire Ventures, a software and services company he founded with
Mr. Rosenstein.  Mr. Price was also formerly the President and CEO
of PriCellular Corporation, a publicly traded cellular phone
operator focused on small to mid-sized markets.

                      About Stuart Rosenstein

Prior to co-founding FiveWire, Mr. Rosenstein, 49, was previously
the owner and managing principal of AMG Financial, a $100 million
private lending firm that extended financing and provided
collateralized loans and other services principally to the real
estate industry.  He co-founded LiveWire Ventures with Mr. Price
and served as the company's Executive Vice President and Chief
Financial Officer.  Prior to that, he was the Executive Vice
President and Chief Financial Officer of PriCellular. Mr.
Rosenstein started his career at Ernst & Young.

                 About Oaktree Capital Management

Oaktree Capital Management -- http://www.oaktreecapital.com/-- is
a global alternative and non-traditional investment manager with
over $76 billion in assets under management as of March 31, 2010.
The firm emphasizes an opportunistic, value-oriented and risk-
controlled approach to investments in distressed debt, high yield
and convertible bonds, specialized private equity (including power
infrastructure), real estate, emerging market and Japanese
securities, and mezzanine finance. Oaktree was founded in 1995 by
a group of principals who have worked together since the mid-
1980s. Headquartered in Los Angeles, the firm has approximately
600 employees and offices in 14 cities worldwide.

                      About Townsquare Media

Headquartered in Cincinnati, Ohio, Townsquare Media, Inc.,
formerly known as Regent Communications, Inc. --
http://www.townsquaremedia.com/-- is a radio broadcasting and
digital content company focused on acquiring, developing and
operating radio and digital properties in mid-sized markets.
Townsquare Media operates market-leading media clusters in 13 U.S.
cities. The Company's majority shareholder is a fund managed by
Oaktree Capital Management, L.P.

Regent Communications filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. D. Del. Case No. 10-10632) with an
agreement in principal with its lenders for a consensual financial
restructuring that will result in the elimination of $87 million
of the Company's debt. On April 14, 2010, the Bankruptcy Court has
confirmed the Company's Plan of Reorganization.  Regent's Plan
became effective April 27, 2010.  The Plan was confirmed by the
Court on April 12, 2010.

All outstanding shares of the Company's common stock will be
extinguished on the Plan's effective date. Senior debtholders will
convert their holdings into a new series of equity in the Company,
while current public equity shareholders will receive by early to
mid-May 12.8 cents for each share they own.

Regent Communications was advised by Oppenheimer & Co., Inc., in
connection with its financial restructuring.  Latham & Watkins LLP
and Young Conaway Stargatt & Taylor, served as bankruptcy counsel.
As of January 31, 2010, the Company had $166,506,000 in assets and
$211,282,000 in liabilities.


REGENT COMMUNICATIONS: Taps Steven Price as Chairman and CEO
------------------------------------------------------------
Townsquare Media, Inc., which was formerly known as Regent
Communications, Inc., disclosed that Steven Price, co-founder of
media investment firm FiveWire Ventures, has been named the
Company's Chairman and CEO. FiveWire co-founder Stuart Rosenstein
has been named Executive Vice President and Chief Financial
Officer of the Company.

Townsquare Media operates 62 radio stations in 13 mid-sized
markets.  The Company emerged from bankruptcy protection on
April 27, 2010, less than two months after its initial Chapter 11
filing.  A fund managed by Oaktree Capital Management, L.P., a
premier global alternative and non-traditional investment manager,
owns a majority equity stake in the Company.  Messrs. Price and
Rosenstein intend to make a significant equity investment in the
Company.

Messrs. Price and Rosenstein will succeed William Stakelin and
Anthony Vasconcellos, who resigned from the Company.

"Stuart and I are pleased to join Townsquare Media and look
forward to building, through internal growth and acquisitions, a
leading provider of local media, entertainment and commerce in
small and mid-sized markets," said Mr. Price.  "The radio business
is undergoing massive change and we are excited to invest in and
build upon Townsquare Media's leadership positions in its markets
to develop a new media business for the 21st century, focused on
local media across multiple platforms."

"I am delighted to have the opportunity to be part of the
Townsquare team as it starts a new chapter and concentrates on
expanding its audience, serving advertisers and driving innovative
digital products," said Mr. Rosenstein.  "Together, we are focused
on strengthening the Company's operational execution and creating
value for all of our stakeholders, particularly our clients,
employees and investors."

"We are excited about this partnership and the new leadership at
Townsquare Media," said Andrew Salter, Senior Vice President of
Oaktree Capital Management.  "At the same time, we thank Bill and
Tony for their longstanding service to the Company and their
stewardship during the bankruptcy process.  As we focus on the
future, we look forward to building a market-leading, valuable
media business with Steven and Stuart."

"Tony and I are both very proud of our accomplishments at Regent,
which has consistently performed as a radio industry leader due
primarily to the outstanding abilities of our employees," said Mr.
Stakelin.  "We wish the Company well and wish the new owners and
management team well with their decision to take the Company in a
new direction."

                    About Regent Communications

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10632) with an agreement in
principal with its lenders for a consensual financial
restructuring that will result in the elimination of $87 million
of the Company's debt. On April 14, the Bankruptcy Court has
confirmed the Company's Plan of Reorganization.  Regent expects
its Plan to become effective by April 27.

The plan will allow Regent to emerge from Chapter 11, after only
60 days.  All outstanding shares of the Company's common stock
will be extinguished on the Plan's effective date. Senior
debtholders will convert their holdings into a new series of
equity in the Company, while current public equity shareholders
will receive by early to mid-May 12.8 cents for each share they
own.

Regent Communications is advised by Oppenheimer & Co., Inc., in
connection with its financial restructuring.  Latham & Watkins LLP
and Young Conaway Stargatt & Taylor, serve as bankruptcy counsel.
As of January 31, 2010, the Company had $166,506,000 in assets and
$211,282,000 in liabilities.


ROYAL CARIBBEAN: Moody's Gives Stable Outlook; Keeps 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Royal
Caribbean Cruises Ltd. to stable from negative and affirmed the
company's Ba2 Corporate Family Rating.  Moody's also affirmed the
company's Ba3 senior unsecured ratings, and Speculative Grade
Liquidity Rating of SGL-3.

The change in RCL's rating outlook to stable reflects improving
cruise ticket pricing and higher booking volumes -- key factors
that indicate cruise demand is rising.  "Favorable pricing trends
along with better cost control and capacity expansion should
translate into higher earnings and improving credit metrics for
RCL," stated Peggy Holloway, Moody's Vice President.  Moody's
anticipates that RCL will generate positive free cash flow by 2011
as earnings grow and capital spending for new ships declines.  As
a result, RCL's retained cash flow to net debt is expected to
track at above 10%, and debt to EBITDA should improve to a level
more consistent RCL's Ba2 Corporate Family Rating.

RCL's Ba2 Corporate Family Rating considers the company's position
as the second largest global cruise operator, its diversification
by market segment, and Moody's stable outlook for the cruise
sector.

Ratings affirmed and assessments updated:

  -- Corporate Family Rating at Ba2
  -- Probability of Default Rating at Ba2
  -- Speculative Grade Liquidity rating at SGL-3
  -- Senior unsecured notes at Ba3 (LGD 4, 64%)
  -- Senior unsecured debt shelf at (P) Ba3 (LGD 4, 64%)
  -- Preferred stock shelf registration at (P) B1 (LGD 6, 97%)

Moody's last action on Royal Caribbean Cruises, Ltd. occurred on
June 29, 2009, when Moody's assigned a Ba3 rating the company's
senior unsecured note offering.

Royal Caribbean Cruises Ltd. is a global cruise vacation company
that operates five cruise brands -- the largest being Royal
Caribbean International and Celebrity Cruises.  The company
generates annual revenues of about $5.9 billion.


RUMJUNGLE LAS VEGAS: Mandalay Wants Chapter 11 Case Dismissed
-------------------------------------------------------------
Steve Green at Las Vegas Sun reports that Mandalay Bay's
representative said it wants the bankruptcy case of Rumjungle Las
Vegas LLC dismissed, saying the filing was filed in bad faith and
misuses the bankruptcy process.

Mandalay Bay said the purported $1.1 million claim is a
fabrication made by Rumjungle Las Vegas in its hopes to
circumventing Mandalay's contractual and state law rights, Mr.
Green says.

Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited
Liability Company, dba Rumjungle, owns a nightclub in Las Vegas,
Nevada.  The Company filed for Chapter 11 bankruptcy protection on
March 16, 2010 (Bankr. D. Nev. Case No. 10-14228).  Nancy L. Allf,
Esq., at Law Office Of Nancy L. Allf, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $12,000,094, and total debts of $1,149,438.


RUMSEY LAND: To Liquidate Real Property to Pay Creditors
--------------------------------------------------------
Rumsey Land Co., LLC, filed with the U.S. Bankruptcy Court for the
District of Colorado a Disclosure Statement explaining its
proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides for the
liquidation of its real property interests located Elizabeth,
Nederland and Rumsey Colorado.  The Plan proposes to liquidate the
Rumsey property within 2 years.

Class 2 Pueblo Bank and Trust claim will be paid from the
liquidation of the real property.  The Plan did not provide for
the estimated  percentage recovery by holders of Class 2 claim.

After senior lien holders are paid, the Class 3 RLF II claim will
be satisfied from the liquidation of the property to the extent
proceeds are available.  Any unpaid portion of the Class 3 claim
will be treated as a Class 4 claim.  The Plan did not provide for
the estimated  percentage recovery by holders of Class 3 claim.

The proceeds from the liquidation will be distributed to secured
creditors in the order of their priority, then to unsatisfied
allowed administrative claims, and any remaining proceeds will be
distributed to allowed Class 4 general unsecured claims.  All
funds recovered by the Debtor or creditors on account of avoidance
actions  will be distributed to Class 4 on a pro rata basis, net
of attorneys fees and costs.

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

Denver, Colorado-based Rumsey Land Co., LLC, filed for Chapter 11
bankruptcy protection on January 15, 2010 (Bankr. D. Colo. Case
No. 10-10691).  Aaron A. Garber, Esq., who has an office in
Denver, Colorado, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


SHERWOOD/CLAY-AUSTIN: Plan Outline Hearing Continued to May 14
--------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana has continued until May 14, 2010, at
11:00 a.m., the hearing on approval of a Disclosure Statement
explaining Sherwood/Clay-Austin Lights LLC's Plan of
Reorganization.  Objections, if any are due on May 6, 2010.

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

As reported in the Troubled Company Reporter on February 23, 2010,
according to the Disclosure Statement, the Plan contemplates
payment of all allowed claims against the Debtor based upon the
sale of the property to New Hope Investors II, L.L.C., the
purchaser.  It is not anticipated that the holders of membership
interest will receive any distribution.

All property of the estate and the property will be transferred to
the purchaser on the effective date.

Under the Plan, each holder of an allowed general unsecured claim
will receive a monthly payment of interest only at the rate of
7.0% annum, commencing 30 days after the effective date, with a
balloon payment of all unpaid principal and interest and other
sums comprising the allowed Class 4 claim due and payable in full
on the fifth anniversary of the effective date.  Estimated
percentage recovery is 100% of the $235,539 claim.

The purchaser will act as the disbursing agent under the Plan and
make all distributions required under the Plan.

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

               About Sherwood/Clay-Austin Lights LLC

Baton Rouge, Louisiana-based Sherwood/Clay-Austin Lights LLC filed
for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr.
M.D. La. Case No. 09-11725).  Douglas S. Draper, Esq., who has an
office in New Orleans, Louisiana, assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SINOBIOMED INC: Amends Agreement with Accelera Evolution
--------------------------------------------------------
Sinobiomed Inc. entered into an Amendment Agreement with Accelera
Evolution Limited, whereby the parties agreed as follows:

   * the conversion price contained the convertible debenture
     issued by the Company to Accelera Evolution Limited in the
     amount of $100,000 on July 30, 2008, including any accrued
     and unpaid interest thereon, is amended from $0.30 per share
     to $0.003 per share; and

   * the conversion price contained in the convertible debenture
     issued by the Company to Accelera Ventures Ltd. in the amount
     of $250,000 on November 11, 2008, including any accrued and
     unpaid interest thereon, which was transferred from Accelera
     Ventures Ltd. to Accelera Evolution Limited, is amended from
     $0.30 per share to $0.005 per share.

On April 21, 2010, the Company issued 2,000,000 shares of common
stock of the Company to one individual with respect to the
conversion of a liability owing of $40,000 at a conversion price
of $0.02 per share.  The Company believes that the issuance is
exempt from registration under Regulation S and Section 4(2) under
the Securities Act as the securities were issued to the individual
through an offshore transaction which was negotiated and
consummated outside of the United States.

On April 22, 2010, the Company issued 10,933,329 shares of common
stock of the Company to 9 individuals/entities due to the closing
of the Company's private placement at $0.015 per share for total
gross proceeds of $164,000.  The Company believes that the
issuances are exempt from registration under Regulation S and/or
Section 4(2) under the Securities Act as the securities were
issued to the individuals/entities through offshore transactions
which was negotiated and consummated outside of the United States.

In relation to the closing of the Company's private placement
offering at $0.015 per share, the Company has paid a cash finder's
fee in the amount of $5,000 to an individual in Shanghai, China
and a finder's fee of 750,000 shares of common stock of the
Company to an individual in Singapore.  The Company believes that
the issuance is exempt from registration under Regulation S and/or
Section 4(2) under the Securities Act as the securities were
issued to the individual through an offshore transaction which was
negotiated and consummated outside of the United States.

On April 23, 2010, the Company issued 38,000,000 shares of common
stock of the Company to Accelera Evolution Limited with respect to
the conversion of the convertible debenture issued by the Company
on July 30, 2008 in the amount of $100,000 plus accrued and unpaid
interest thereon in the amount of $14,000 for a total of $114,000
at a conversion price of $0.003 per share.  The Company believes
that the issuance is exempt from registration under Regulation S
and/or Section 4(2) under the Securities Act as the securities
were issued to the entity through an offshore transaction which
was negotiated and consummated outside of the United States.

A full-text copy of the amended agreement is available for free
at http://ResearchArchives.com/t/s?6124

                         About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a Chinese developer of genetically
engineered recombinant protein drugs and vaccines.  Based in
Shanghai, Sinobiomed currently has 10 products approved or in
development: three on the market, four in clinical trials and
three in research and development.  The Company's products respond
to a wide range of diseases and conditions, including: malaria,
hepatitis, surgical bleeding, cancer, rheumatoid arthritis,
diabetic ulcers and burns, and blood cell regeneration.

                      Going Concern Doubt

Schumacher & Associates Inc., in Denver, expressed substantial
doubt about Sinobiomed Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm reported that the Company has experienced losses since
commencement of operations and has negative working capital and a
stockholders' deficit.

The Company is in the process of researching, developing, testing
and evaluating proposed new pharmaceutical products and has not
yet determined whether these products are technically or
economically feasible.  Management's plan is to actively search
for new sources of capital, including government and non-
government grants toward research projects and new equity
investment.


SIX FLAGS: Emerges From Chapter 11 Restructuring
------------------------------------------------
Six Flags Entertainment Corporation has completed its balance
sheet restructuring and emerged from Chapter 11.  The terms of the
restructuring were confirmed by the Court effective as of
April 30, 2010.

The restructuring reduced Six Flags Entertainment's indebtedness
and mandatorily redeemable preferred stock from approximately
$2.7 billion at December 31, 2009, to approximately $1.0 billion
at emergence (excluding seasonal drawings under the company's
revolving credit facility at emergence).   As a result, the
Company's annual cash interest expense will be significantly
reduced to approximately $75 million.  The restructuring also
included $725 million in new equity committed by the new
shareholders.  The plan also provides for payment in full of all
of the Company's trade creditors.

"This reorganization constitutes the final step in the
repositioning of Six Flags," stated Mark Shapiro, President and
CEO of Six Flags Entertainment.  "Since the new management team
arrived in 2006, we have concentrated on broadening our audience
base by improving the product offering.  In that vein, we
instituted significant operational changes -- upgrading and
investing in the appearance and cleanliness of the parks; creating
a more diversified family entertainment experience; growing in-
park revenue by increasing length of stay and offering guests high
quality brands; elevating guest service through targeted staffing
initiatives; and growing sponsorship and licensing revenues."

Mr. Shapiro continued, "Now, with the restructuring completed, the
Company's opportunities are no longer limited by the legacy debt
levels.  With our new balance sheet, we now have the financial
strength to generate long-term sustainable growth while continuing
to enhance the reputation and reach of our brand."

Coupled with the equity investment, the restructuring was financed
by approximately $1.0 billion of senior secured credit facilities,
and a $120 million revolving credit facility.  In addition, an
affiliate of Time Warner agreed to provide the Company with a
$150 million multi-draw term loan facility to be used to fund
annual Partnership Park put obligations above specified levels.

Application will be made to list the new common stock of Six Flags
Entertainment on the New York Stock Exchange.

                        About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMITHTOWN BANCORP: Defers Trust Preferred Dividend Payments
-----------------------------------------------------------
In announcing first quarter results -- a $13.8 million loss for
the quarter-ending Mar. 31, 2010 -- Smithtown Bancorp said it the
has decided to defer interest payments on its trust preferred
securities as it continues to increase capital, shrink its balance
sheet and work through problematical real estate loans.

Smithtown is operating under the terms of a consent agreement with
bank regulators that requires it to achieve required ratios by the
end of the second quarter of 2010, or immediately notify the FDIC
and Banking Department and provide them within a 60-day cure
period to it will meet the ratios or submit a written plan
describing the primary means and timing by which the Bank shall
meet or exceed the minimum requirements, as well as a contingency
plan for the sale or merger of the Bank in the event the primary
sources of capital are not available.  Accordingly, the Bank says,
"we have decided to expand the alternatives we are exploring to
include selling one or more packages of nonperforming loans,
selling one or more packages of performing loans, raising capital
if necessary, or some 'hybrid' combination of the foregoing
strategies."

Smithtown has three series of Trust Preferred Securities
outstanding:

    (A) In 2003, a trust formed by the Company issued $11,000 of
        floating rate trust preferred securities as part of a
        pooled offering of such securities due October 8, 2033.
        The securities bear interest at 3 month London Interbank
        Offered Rate (LIBOR) plus 2.99% with a rate of 3.27% as of
        December 31, 2009.  The Company issued subordinated
        debentures to the trust in exchange for the proceeds of
        the offering.  The debentures and related debt issuance
        costs represent the sole assets of the trust.  The Company
        may redeem the subordinated debentures, in whole or in
        part, on any interest payment date after October 8, 2008.

    (B) In 2006, an additional trust formed by the Company issued
        $7,000 of floating rate trust preferred securities as part
        of a pooled offering of such securities due September 30,
        2036.  These securities bear interest at 6.53% for the
        initial five-year term and thereafter at 3 month LIBOR
        plus 1.43%.  The Company issued subordinated debentures to
        the trust in exchange for the proceeds of the offering.
        The debentures and related debt issuance costs represent
        the sole assets of the trust. The Company may not redeem
        any part of the subordinated debentures prior to the
        initial call date of September 30, 2011.

    (C) In 2008, a third trust formed by the Company issued
        $20,000 of floating rate trust preferred securities due
        September 1, 2038.  The securities bear interest at 3
        month LIBOR plus 3.75% with a rate of 4.01% as of
        December 31, 2009.  The Company issued subordinated
        debentures to the trust in exchange for the proceeds of
        the offering.  The debentures and related debt issuance
        costs represent the sole assets of the trust.  The Company
        may redeem the subordinated debentures, in whole or in
        part, at a premium declining ratably to par on
        September 1, 2013.

With approximately $2.4 billion in assets and 29 branches, Bank of
Smithtown is the largest independent commercial bank headquartered
on Long Island.  Founded in 1910, Bank of Smithtown is nearing its
100th anniversary as a community bank.  The stock of its parent
holding company, Smithtown Bancorp, is traded on the NASDAQ Global
Select Market under the symbol "SMTB."


SOLERA HOLDINGS: S&P Raises Corporate Credit Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on automotive claim integrated software and
information provider Solera Holdings Inc. to 'BB' from 'BB-'.  At
the same time, S&P raised the issue-level rating on the company's
first-lien facility to 'BB' from 'BB-' as a result of the higher
corporate credit rating.  The recovery rating remains unchanged at
'3', reflecting the expectation of meaningful (50%-70%) recovery
in the event of a payment default.

"The upgrade reflects the company's continued improvement in
operating results," said Standard & Poor's credit analyst Jennifer
Pepper, "which has allowed it to improve its adjusted debt
leverage and cash flow protection metrics."


SONRISA PROPERTIES: Can Sell 17.8 Acres of Galveston Real Property
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Sonrisa Properties, Ltd., to sell real property free
and clear of liens, claims and encumbrances, in the ordinary
course of business.

The Debtor intends to sell the real property consists of 17.849
acres out of 18.615 acres in League City, Galveston County, Texas.

The Debtor is also authorized to:

   -- pay taxes and MUD claims to Galveston county, assessments to
      Bay Colony Point West HOA (estimated at $120,000 -
      $125,000), and standard costs related to the closing of the
      sale;

   -- pay 2008 and 2009 ad valorem taxes (57,803) to Dickinson
      Independent School District at closing;

   -- place an estimated $7,101 prorated taxes from January 1 to
      April 6, into an escrow account at Stewart Title Company and
      that Dickinson Independent School District's tax lien for
      the 2010 tax year will attach to the funds in said escrow
      account until further orders of the Court; and

   -- pay, at closing, a 6% sales commission ($135,000) to Brian
      K. Yates; $750,000 to Compass Bank to be applied as a
      principal reduction to the indebtedness owed.  The payments
      will be from the proceeds of the sale.

League City, Texas-based Sonrisa Properties, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-80012).  Karen R. Emmott, Esq., who has an
office in Houston, Texas, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


SPRINT NEXTEL: Posts $865 Million Net Loss for 1st Quarter
----------------------------------------------------------
Sprint Nextel Corp. reported first quarter 2010 financial results.

The Company announced first quarter consolidated net operating
revenues of approximately $8.1 billion, a net loss of $865
million, which includes a non-cash $365 million increase in
valuation allowance on deferred tax assets resulting from net
operating loss carryforwards generated during the first quarter,
and a diluted loss per share of 29 cents.  Excluding the increased
valuation allowance on deferred tax assets, the diluted loss per
share would have been 17 cents for the quarter.  The Company
generated $506 million of Free Cash Flow in the quarter. As of
March 31, 2010, Sprint had approximately $4.4 billion in cash,
cash equivalents and short-term investments.

The Company's balance sheet showed $54.28 billion in total assets
and $37.03 billion in total liabilities, for a $17.24 billion
stockholders' equity.

Sprint lost a total of 75,000 net subscribers in the quarter.
Driven by the best year-over-year improvement in post-paid gross
subscriber additions and the highest prepaid gross subscriber
additions in five years, the company achieved the best total
company net subscriber results since the third quarter of 2007.
Net post-paid subscriber losses improved year-over-year as the
company lost 670,000 fewer subscribers than in the first quarter
of 2009.

"Sprint's first quarter results, including increased net operating
revenues and significant year-over-year net post-paid subscriber
improvements show we continue to make progress in improving the
business," said Dan Hesse, Sprint Nextel CEO.

Consumers and businesses alike are beginning to recognize that
Sprint offers what others don't -- simple and predictable value-
pricing, cutting-edge devices, a growing 4G network that provides
download speeds up to 10 times faster than 3G networks, and now
the industry's leading money-back guarantee.

In addition, Sprint's prepaid offerings continue to grow with the
new $50 unlimited offer on its CDMA network and increased handset
selection including the introduction of the first BlackBerry
device on Boost.  Sprint also continued with the successful launch
of the Assurance Wireless brand, now available in five states, and
introduced an enhanced Virgin Mobile broadband offer.

"Our ongoing focus on improving the customer experience,
generating cash and strengthening the brand continues to pay off.
Customer satisfaction has improved for the ninth consecutive
quarter and we generated more than $500 million in Free Cash Flow.
The January launch of the award-winning and critically acclaimed
Sprint Overdrive TM 3G/4G Mobile Hotspot, the upcoming launch of
the world's first 3G/4G Android TM handset, HTC EVO TM 4G, and the
introduction of the industry's first true money-back guarantee
demonstrate Sprint's innovation," Mr. Hesse said.

Beyond the Overdrive and HTC EVO 4G, since the beginning of 2010
Sprint has launched or announced several additional new devices
including, Motorola i1, the world's first push-to-talk Android -
powered smartphone, and Motorola Brute TM i680, which combines
ultra-rugged durability with the best-in-class push-to-talk
services of Nextel Direct Connect.  Sprint also announced the
latest additions to its growing portfolio of eco-friendly devices
- LG Remarq TM and Samsung Restore TM, as well as the new
BlackBerry Bold TM 9650 smartphone with multimedia features and
international roaming capabilities.  Sprint launched the
fashionable LG Lotus Elite TM and LG Rumor TouchTM, and Boost
Mobile launched its first-ever QWERTY clamshell phone, the Sanyo
Incognito TM by Kyocera, and the BlackBerry Curve TM 8330.

Sprint launched 4G service in Houston in first quarter 2010 and
Sprint 4G is now available in 28 markets serving nearly 40 million
people.  As previously announced by Clearwire Corp.  (NASDAQ:
CLWR), coverage is expected to reach up to 120 million people by
the end of 2010 including deployments in Boston, New York, San
Francisco, Kansas City and Washington, D.C.

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?6129

                      About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users. Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of December 31, 2009, the Company had $55.424 billion in total
assets against $37.329 billion in total liabilities.  The December
31 balance sheet showed strained liquidity: as of December 31,
2009, the Company had $8.593 billion in total current assets
against $6.785 billion in total current liabilities.

Sprint has posted a net loss for three consecutive years --
reporting a net loss of $2.436 billion in 2009 from a net loss of
$29.444 billion in 2007 and $2.796 billion in 2008.

                           *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating and Standard & Poor's Ratings Services' BB issuer
credit rating.

Moody's Investors Service has assigned a Baa2 rating to Sprint
Nextel Corporation's proposed $2.25 billion senior unsecured
revolving credit facility.  The new facility will mature in the
later half of 2013 and will replace the existing $4.5 billion
credit facility that was due to expire in December 2010.

Fitch Ratings has assigned a 'BB' rating with a Negative Rating
Outlook to the new proposed unsecured $2.25 billion revolving
credit facility at Sprint Nextel Corporation.  The credit facility
will mature in 2013.  Concurrently, Fitch will withdraw the
ratings on Sprint Nextel's $4.5 billion unsecured revolving credit
facility at the time of closing.


STANDARD PACIFIC: 2010 Annual Stockholders' Meeting on May 12
-------------------------------------------------------------
The 2010 Annual Meeting of Stockholders of Standard Pacific Corp.
will be held at 26 Technology Drive, in Irvine, California, on
May 12, 2010, at 10:30 a.m., local time, for these purposes:

     (1) To elect eight directors to hold office until the 2011
         Annual Meeting of Stockholders and until their successors
         are duly elected and qualified;

     (2) To approve the June 2009 stock option grant to Kenneth L.
         Campbell, its President and Chief Executive Officer;

     (3) To ratify the appointment of Ernst & Young LLP as the
         Company's independent registered public accounting firm
         for 2010;

     (4) To consider a stockholder proposal regarding the adoption
         of quantitative goals to reduce greenhouse gas emissions;
         and

     (5) To transact such other business as may properly come
         before the Annual Meeting and any postponement or
         adjournment thereof.

The Board of Directors recommends stockholders vote for proposals
(1), (2) and (3), and against proposal (4).

The Board has fixed the close of business on March 15, 2010, as
the record date for the determination of stockholders entitled to
receive notice of and to vote at the meeting and any postponements
or adjournments of the meeting.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?601d

                      About Standard Pacific

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

At March 31, 2010, the Company had $1.7 billion in total assets
and $1.3 billion in total liabilities, for a $400 million
stockholders' equity.

                           *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on Irvine, Calif.-based homebuilder Standard Pacific Corp.
to 'B' from 'CCC+'.  The upgrade acknowledges improvement in the
company's cost structure, as well as previous success in
addressing near-term maturity risk.  At the same time, S&P raised
its ratings on $872 million of senior and subordinated notes and
revised its outlook on the company to stable from positive.


STANDARD PACIFIC: Inks Underwriting Deal with JP Morgan Securities
------------------------------------------------------------------
Standard Pacific Corp. entered into an underwriting agreement with
J.P. Morgan Securities Inc., as representative of the several
underwriters named therein, and the subsidiaries of the Company,
relating to the sale by the Company of $300,000,000 aggregate
principal amount of its 8 3/8% Senior Notes due 2018.  The Notes
will be subject to the terms and conditions provided in the
Company's senior notes indenture and a supplemental indenture to
the senior notes indenture to be dated May 3, 2010, under which
the Notes will be issued.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, and customary conditions
to closing, termination provisions, and indemnification and
contribution obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as
amended.

The Company and one of the underwriters, Broadpoint Capital, Inc.,
are under common control.  MatlinPatterson FA Acquisition LLC, an
affiliate of the Company's principal stockholder, MP CA Homes LLC,
owns approximately 28% of the voting power of the common stock of
Broadpoint Gleacher Securities Group, Inc., the parent company of
Broadpoint Capital, Inc.  In addition, certain of the underwriters
and their affiliates have provided in the past to the Company and
its affiliates certain commercial banking, financial advisory,
investment banking and other services for the Company and such
affiliates in the ordinary course of their business, for which
they have received customary fees and commissions. In particular,
an affiliate of J.P. Morgan Securities Inc. is a lender under
letters of credit relating to the Company's revolving credit
facility.

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of December 31, 2009, the Company had $1.861 billion in total
assets against $1.421 billion in total liabilities.

                           *     *     *

Standard & Poor's Ratings Services assigned its 'B-' rating to the
$300 million 8.375% senior notes due May 15, 2018, issued by
Standard Pacific Corp.  The '5' recovery rating reflects S&P's
expectation for a modest (10%-30%) recovery in the event of
default.  The company plans to use proceeds from the offering to
fund a tender offer for its 7.75% senior notes due 2013
($121.2 million outstanding balance), to call its 2010 and 2011
senior notes ($63.7 million combined balance), and repay other
debt.

Standard & Poor's Ratings Services raised its corporate credit
rating on Irvine, Calif.-based homebuilder Standard Pacific Corp.
to 'B' from 'CCC+'.  The upgrade acknowledges improvement in the
company's cost structure, as well as previous success in
addressing near-term maturity risk.  At the same time, S&P raised
its ratings on $872 million of senior and subordinated notes and
revised its outlook on the company to stable from positive.


STANDARD PACIFIC: Tender Offer for 7-3/4% Notes Expires May 18
--------------------------------------------------------------
Standard Pacific Corp. has commenced a cash tender offer for its
7-3/4% Notes due March 15, 2013.  The Tender Offer will expire at
5:00 p.m., New York City time, on May 18, 2010, unless extended.

The Company is offering to purchase the Notes validly tendered at
or prior to 5:00 p.m., New York City time, on May 3, 2010, for
$1,015.00 per $1,000 principal amount, a premium of $2.08 above
the redemption price of the Notes of $1,012.92 per $1,000
principal amount.

If the conditions to the Tender Offer, including the financing
condition, are satisfied at or prior to the Early Tender Time,
promptly thereafter, the Company intends to accept for purchase,
and pay for, the Notes validly tendered at or prior to the Early
Tender Time.

The Company is offering to purchase the Notes validly tendered
between the Early Tender Time and the Expiration Time for
$1,012.92 per $1,000 principal amount, and intends to accept for
purchase, and pay for, such Notes, if any, promptly after the
Expiration Time.

Assuming the financing condition to the Tender Offer is satisfied,
the Company intends to disseminate a notice of redemption to
holders of the Notes on May 4, 2010.  Upon dissemination of such
redemption notice, any Notes remaining outstanding after
consummation of the Tender Offer will become due and payable at
the redemption price of $1,012.92 per $1,000 principal amount,
pursuant to the terms of the indenture and supplemental indenture
under which the Notes were issued.

The Company intends to redeem the Notes and pay the aggregate
redemption price to the trustee of the Notes on June 3, 2010.  As
a result, assuming the Tender Offer is consummated, and the
unpurchased Notes are redeemed thereafter as planned, the Company
expects that holders who tender their Notes in the Tender Offer
will receive the consideration payable for their Notes before
holders whose Notes are redeemed.

Holders whose Notes are purchased in the Tender Offer or are
redeemed will also be entitled to accrued and unpaid interest on
their Notes to, but not including, the date their Notes are
purchased or redeemed, as applicable.

The Tender Offer is subject to the satisfaction or waiver of
several conditions, including the receipt by the Company of net
proceeds from a concurrent public offering of senior notes of the
Company of not less than $125,000,000.  The Company may waive or
assert any condition to the Tender Offer, or elect not to redeem
the Notes or to redeem only a portion of the Notes, in each case
in its sole discretion.

The purpose of the Tender Offer and planned redemption of the
Notes, together with the public offering of senior notes, is to
lengthen the maturity profile of the Company's indebtedness.

None of the Company, its board of directors, Global Bondholder
Services Corporation, or the trustee with respect to the Notes is
making any recommendation as to whether holders of the Notes
should tender any Notes in the Tender Offer. Holders of the Notes
must make their own decision as to whether to tender their Notes,
and, if so, the principal amount of Notes to tender.

                      About Standard Pacific

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

At March 31, 2010, the Company had $1.7 billion in total assets
and $1.3 billion in total liabilities, for a $400 million
stockholders' equity.

                           *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on Irvine, Calif.-based homebuilder Standard Pacific Corp.
to 'B' from 'CCC+'.  The upgrade acknowledges improvement in the
company's cost structure, as well as previous success in
addressing near-term maturity risk.  At the same time, S&P raised
its ratings on $872 million of senior and subordinated notes and
revised its outlook on the company to stable from positive.


STANDARD PACIFIC: To Raise $295MM in Sale of 8-3/8% Notes
---------------------------------------------------------
Standard Pacific Corp. is offering $300 million of its 8-3/8%
Senior Notes due 2018.  Standard Pacific said proceeds before
expenses, will be $295,875,000.

Standard Pacific initially planned to offer $200 million in notes.

The notes will be Standard Pacific's senior obligations and will
be initially secured, on an equal and ratable basis with its
obligations under its bank credit facilities and outstanding
senior notes, by a pledge of the equity interests of certain of
its subsidiaries.

The notes will be guaranteed on a senior basis by the subsidiaries
that have guaranteed its existing senior notes except for one
subsidiary that does not have active business operations, and such
guarantees will be unsecured except for the guarantee of one
guarantor, which will be secured by a pledge of the equity
interests of certain of its subsidiaries.  The notes will bear
interest at a rate of 8-3/8% per year, payable semiannually in
arrears on May 15 and November 15 of each year, beginning on
November 15, 2010.  The notes will mature on May 15, 2018, unless
earlier repurchased.

The notes will be redeemable at the option of the Company, in
whole or in part, at any time or from time to time, pursuant to a
make-whole provision.

The notes will not be listed on any securities exchange. Currently
there is no public market for the notes.

Concurrently with the offering, Standard Pacific is conducting a
tender offer for any and all of its outstanding 7-3/4% senior
notes due 2013 pursuant to a separate offer to purchase dated
April 20, 2010.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?6125

In a free writing prospectus, the Company said at March 31, 2010,
-- after giving pro forma effect to the offering and assuming that
all of the 2010, 2011 and 2013 notes are redeemed or repurchased
and $105.3 million of intercompany indebtedness is repaid with the
net proceeds of the offering:

     -- the Company and the subsidiary guarantors would have had
        $1.247 billion of debt outstanding, excluding indebtedness
        relating to the Company's mortgage banking operations and
        indebtedness relating to liabilities from inventories not
        owned, $1.1 million of which would have been secured and
        effectively senior to the notes, $100,000 of which is
        unsecured and would rank equally with the notes, and
        $116.1 million of which would have been subordinated to
        the notes, including the 6% senior subordinated
        convertible notes due 2012;

     -- the Company and the subsidiary guarantors would have had
        an aggregate of approximately $946.1 million principal
        amount in senior notes, senior subordinated notes and term
        loans that will mature between 2010 and 2016; and

     -- the maximum aggregate amount of indebtedness under the
        Company's indentures and senior credit facilities that the
        Company could be required to repurchase or repay upon:

        * a change of control triggering event was approximately
          $1.256 billion, and

        * a change of control without a ratings decrease event and
          requirement to purchase the notes was approximately
          $953.3 million.

J.P. Morgan Securities Inc. serves as sole bookrunning manager and
Broadpoint Capital, Inc. serves as co-manager.

                      About Standard Pacific

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

At March 31, 2010, the Company had $1.7 billion in total assets
and $1.3 billion in total liabilities, for a $400 million
stockholders' equity.

                           *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on Irvine, Calif.-based homebuilder Standard Pacific Corp.
to 'B' from 'CCC+'.  The upgrade acknowledges improvement in the
company's cost structure, as well as previous success in
addressing near-term maturity risk.  At the same time, S&P raised
its ratings on $872 million of senior and subordinated notes and
revised its outlook on the company to stable from positive.


STERLING FINANCIAL: THL to Hike Proposed Investment to $170MM
-------------------------------------------------------------
Sterling Financial Corporation and Thomas H. Lee Partners, L.P.,
disclosed that THL intends to increase the size of its proposed
investment in Sterling to $170 million, subject to the approval of
the U.S. Treasury under the terms of the previously announced
exchange agreement with Sterling.

If approved, THL would purchase shares of common stock and shares
of a newly-created Series B convertible participating voting
preferred stock at a price of up to $0.20 per share of common
stock and up to $92.00 per share of Series B stock, each of which
would be mandatorily convertible into 460 shares of common stock.

THL would also receive a warrant with a seven-year term to
purchase shares of common stock exercisable at a price of up to
$0.22 per share.  Following the closing of the transactions
contemplated by the THL agreement and the exchange agreement, THL
would own 24.9 percent of Sterling on an as-converted basis and
fully exercised basis.

The terms of the agreements with THL and Treasury, which are
described in Sterling's press release of April 27, 2010, would be
revised to reflect the increased size of investment following
Treasury approval and certain other technical matters relating to
the transaction.

The THL and Treasury transactions are conditioned upon each other
and on the other closing conditions previously described,
including the raise by Sterling of a total of at least $720
million (inclusive of the THL investment), which will enable
Sterling to meet all of its regulatory capital requirements.

                  About Sterling Financial

Sterling Financial Corporation of Spokane, Wash., is the bank
holding company for Sterling Savings Bank, a commercial bank, and
Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of March 31, 2010, Sterling Financial
Corporation had assets of $10.55 billion and operated 178
depository branches throughout Washington, Oregon, Idaho, Montana
and California.

                          *     *    *

As reported in the Troubled Company Reporter on March 22, 2010,
Fitch Ratings has downgraded Sterling Financial Corporation's
long-term Issuer Default Rating to 'C' from 'CCC' and Sterling
Savings Bank's long-term and short-term IDRs to 'C' and 'C',
respectively.


SUMMER REGIONAL: Files for Chapter 11 to Sell to LifePoint
----------------------------------------------------------
Lance Williams at Business Journal of Nashville reports that
Summer Regional Health Systems Inc. filed for Chapter 11
bankruptcy protection to complete the sale of its hospital system
to LifePoint Hospitals Inc. for $145 million through the 363 sale
process.

LifePoint Hospital agreed to invest more than $60 million in
capital spending in that system annually over the next 10 years,
and offer a 2.5% merit salary increase to all the system's
employees that it retains after the sale.

The company listed assets of $212.7 million and $180.7 million in
liabilities, says Mr. Williams citing papers filed with the court.

Summer Regional Health Systems Inc. operates hospital system with
four hospitals in north-central Tennessee and its flagship in
Gallatin.


TEGAL CORP: Posts $8.8 Million Net Loss in Q3 Ended Dec. 31
-----------------------------------------------------------
Tegal Corporation filed its quarterly report on Form 10-Q, showing
a net loss of $8.8 million on $5.1 million of revenue for the
three months ended December 31, 2009, compared with a net loss of
$1.4 million on $4.5 million of revenue for the same period of
2008.

The Company's balance sheet as of December 31, 2009, showed
$22.3 million in assets, $5.3 million of debts, and $17.0 million
of stockholders' equity.

Burr, Pilger & Mayer LLP, in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's financial statements
for the fiscal year ended March 31, 2009.  The independent
auditors auditor noted that the Company has suffered recurring
losses from operations, has experienced a significant decrease in
demand for its products, and is evaluating certain strategic
alternatives which may significantly alter its ability to recover
its assets in the normal course of business over the next twelve
months.

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

               http://researcharchives.com/t/s?600a

Petaluma, Calif.,-based Tegal Corporation (Nasdaq: TGAL)
-- http://www.Tegal.com/--- is an innovator of specialized
production solutions for the fabrication of advanced micro-
electrical mechanical systems, power integrated circuits and
optoelectronic devices found in products like smart phones,
networking gear, solid-state lighting, and digital imaging.


THERMOENERGY CORP: Kemp & Company Raises Going Concern Doubt
------------------------------------------------------------
ThermoEnergy Corporation filed on April 30, 2010, Amendment No. 1
to its annual report on Form 10-K for the year ended December 31,
2009.

Kemp & Company, a Professional Association, in Little Rock, Ark.,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred net losses since inception and will
require substantial capital to continue commercialization of the
Company's technologies and to fund the Company's liabilities,
which included $2,621,000 of unpaid payroll taxes, $4,133,000 of
convertible debt in default (net of debt discounts of $104,000)
and $3,053,000 of contingent liability reserves at December 31,
2009.

The Company reported a net loss of $12,984,000 on $4,016,000 of
revenue for 2009, compared with a net loss of $15,736,000 on
$1,730,000 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$1,710,000 in assets and $16,181,000 of liabilities, for a
stockholders' deficit of $14,471,000.

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

               http://researcharchives.com/t/s?611f

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.


TLC VISION: Files Amendment No. 1 to Annual Report for Fiscal 2009
------------------------------------------------------------------
TLC Vision Corporation filed on April 30, 2010, Amendment No. 1 to
its annual report on Form 10-K for the fiscal year ended
December 31, 2009.

This Form 10-K/A amends information in Part III, Item 10
(Directors, Executive Officers and Corporate Governance), Item 11
(Executive Compensation), Item 12 (Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters),
Item 13 (Certain Relationships and Related Transactions, and
Director Independence) and Item 14 (Principal Accountant Fees and
Services).

This amendment on Form 10-K/A is not intended to revise any other
information presented in the original filing, which remains
unchanged and has not been updated to reflect events occurring
subsequent to the original filing date.

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

               http://researcharchives.com/t/s?6113

As reported in the Troubled Company Reporter on April 6, 2010, TLC
Vision Corporation reported a net loss of $27.3 million on
$230.2 million of revenue for 2009, compared with a net loss of
$88.7 million on $275.7 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$114.9 million in assets and $172.3 million of debts, for a
stockholders' deficit of $57.4 million.

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

               http://researcharchives.com/t/s?5d89

Based in Chesterfield, Mo., TLC Vision Corporation
-- http://www.tlcvision.com/-- is North America's premier eye
care services company, providing eye doctors with the tools and
technologies needed to deliver high-quality patient care.  Through
its centers' management, technology access service models,
extensive optometric relationships, direct to consumer advertising
and managed care contracting strength, TLC Vision maintains
leading positions in Refractive, Cataract and Eye Care markets.

TLC Vision Corporation and two of its wholly owned subsidiaries,
TLC Vision (USA) Corporation, and TLC Management Services, Inc.
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TLC VISION: Lasik Patients Oppose Restructuring Plan
----------------------------------------------------
Lasik eye surgery patients have come out in opposition to the
recently court-approved TLC Vision Corp. restructuring plan,
arguing that it unfairly discriminates against pending medical
litigation claims by isolating them from the general unsecured
bankruptcy claims and limiting recovery to nonexistent insurance,
according to Bankruptcy Law360.

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TOWERGATE FINANCE: Fitch Assigns 'B' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has assigned UK-based Towergate Finance plc a Long-
term Issuer Default rating of 'B' with a Stable Outlook.  Fitch
has also assigned Towergate's proposed GBP365m senior secured
notes due 2017 and GBP300m senior unsecured notes due 2018
expected ratings of 'BB'/'RR1'and 'B-'/'RR5' respectively.  The
final ratings on the notes are contingent upon the receipt of
final documentation and structure conforming to information
already received.

The IDR reflects Towergate's leading position among the UK non-
life insurance brokers, the significant scale of its domestic
operations and its expertise in a wide range of product classes
covering the SME commercial insurance market (accounting for 77%
of gross written premium in FY09) and the personal insurance
market (23% of GWP).  The rating is supported by management's
strong track record and discipline in driving a combination of
organic and acquisition growth to date.  It also takes into
account the first mover advantage of a business model that covers
the insurance value chain from sales and distribution to claims
handling via underwriting under delegated authority from leading
insurance companies in the UK, leaving the provision of risk
capital to the latter.

Fitch considers Towergate's proven ability to secure underwriting
agreements, maintain high customer retention rates and deliver on
profitability targets set with insurance companies as critical to
the group's earnings stability.  Despite the significant exposure
of commission-based income to the inherent cyclicality of
insurance pricing and recent challenging economic conditions in
the UK, the agency believes that Towergate's relatively resilient
underwriting performance in most business lines -- as measured by
loss ratios -- and capacity to enhance commission rates at
acquired businesses are key elements that have helped it maintain
above-average operating margins.  Nonetheless, although insurance
premium rates have entered a 'hardening' phase in 2009 which, if
maintained, should be beneficial to the group's earnings, the
agency expects the mortgage broking solutions division
(Paymentshield, which accounts for nearly 18% of the group's total
turnover) to continue to face challenges in the short-term as it
remains highly reliant on a sustained recovery in the UK housing
market and loss performance could suffer if unemployment rises
further.

In Fitch's view, the IDR is primarily constrained by the highly
leveraged capital structure which will result from the proposed
refinancing of the existing senior secured bank debt, mezzanine
tranche and preference shares in place since late 2006.  While
Fitch acknowledges that pressure from the debt maturity profile is
considerably eased by the proposed refinancing, the pro-forma
total gross debt/EBITDA ratio of 6x and 6.2x on a lease-adjusted
basis is considered high for an insurance broker exposed to
cyclical variations in commission earnings, especially in
comparison with investment-grade peers.  Moreover, the agency
notes that the proposed issuance is expected to significantly
increase future cash interest costs in comparison with what the
company has historically borne, leading to weak interest coverage
ratios relative to the median credit metrics of Fitch-rated
issuers in the 'B' rating category.

Nonetheless, the non capital-intensive nature of the business,
together with limited working capital requirements, supports the
agency's expectation of positive free cash flow generation.  This
provides the group with flexibility in liquidity management and
strengthens de-leveraging prospects given the presence of a cash
sweep mechanism applicable to the proposed GBP265m senior bank
facilities that will be granted as part of the refinancing until
total net debt/EBITDA is less than 3x.  Importantly, Fitch also
notes that certain restrictions exist with regard to distribution
of dividends, executive bonus payments and acquisitions although
Towergate's strategy of growing its operations via the acquisition
of performing independent brokers and businesses has proved
successful to date without causing margin dilution.

Despite inherent execution risk, Fitch anticipates that sufficient
de-leveraging can be achieved via total income and EBITDA
improvement from 2011 onwards, underpinned by the integration of
affiliated companies Countrywide and PowerPlace, recovering
volumes of policies placed, hardening premium rates and adequate
cost control, to support the IDR at 'B'.  Underperformance versus
Fitch's expectations, which would prevent the company from
initiating a de-leveraging process in the near-term, is likely to
put downward pressure on the IDR.

The 'BB'/'RR1' rating for the 2017 senior secured notes reflects
very strong anticipated recoveries for noteholders in a default
scenario while the 'B-'/'RR5' rating for the 2018 senior notes
reflects lower-than-average recovery prospects.

In its analysis, Fitch has excluded Towergate Holdings I plc's
proposed GBP195m Holdco PIK notes (which the agency does not rate)
from leverage metrics in accordance with the agency's European
Holdco PIK methodology.  Towergate Holdings I plc is a holding
company outside the Towergate restricted group of companies and
the PIK notes are unsecured, unguaranteed and have a final
maturity date after the existing obligations of the Towergate
restricted group.  There is also no reference to the PIK issuer in
any covenants or events of default of Towergate debt instruments.
Although there is a PIK issuer option to switch to cash-pay
interest on the PIK notes, Fitch believes this is mitigated by
Towergate's loan and bond documentation which prohibits cash
payment of interest on the PIK instrument.  Therefore, Fitch
considers that the PIK notes do not increase the risk of a default
of Towergate.

Towergate is the leading independently-owned insurance
intermediary company in the UK with GWP of nearly GBP2bn, total
turnover of GBP321m and EBITDA before exceptional items of GBP116m
in FY09.  Towergates' ultimate parent company is Towergate
Partnership Limited.


TRIBUNE CO: Kenneth Klee Appointed as Examiner
----------------------------------------------
Bankruptcy Law360 reports that a bankruptcy law professor and
private practice head on Friday was appointed the examiner in the
Tribune Co. bankruptcy, where he will independently investigate
real estate mogul Samuel Zell's 2007 leveraged buyout of the
company, which left it more than $11 billion in debt.

Kenneth N. Klee, a law professor at the University of California,
Los Angeles, and the founding member of Klee Tuchin Bogdanoff &
Stern LLP, was appointed to the position, Law360 says.

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)


TYSON FOODS: Moody's Gives Stable Outlook; Affirms 'Ba3' Rating
---------------------------------------------------------------
Moody's Investors Service changed Tyson Foods Inc.'s rating
outlook to stable from negative as evidence of a stable operating
environment has become more apparent.  Importantly, Moody's sees
greater stability in feed input costs and better pricing for the
protein sector (in part due to reduced production) despite some
concerns regarding the export market and the introduction of a new
player, JBS USA, in the chicken sector.  In addition, Moody's
affirmed the Ba3 corporate family and probability of default
ratings as well as Tyson's SGL-2 liquidity rating given Moody's
ongoing confidence in the company's liquidity.

The Ba3 CFR incorporates prospects for volatile operating
performance in each of Tyson's three large operating segments
(beef, pork and chicken) balanced by the company's dominant size,
and scale in the 3 main proteins as well as opportunities for
growth in branded products and international markets.  Improved
profitability should drive stronger credit metrics and provide
flexibility within the rating category.

Tyson's SGL-2 liquidity rating considers the company's sizable
cash balance, anticipated positive free cash over the next 12
months, and good availability under an ABL facility.  Moreover,
the ABL facility provides alleviation of covenant pressure.

Ratings Affirmed:

Tyson Foods, Inc.

  -- Corporate family rating at Ba3

  -- Probability of default rating at Ba3

  -- SGL-2 Speculative grade liquidity rating

  -- $810 million senior unsecured guaranteed notes due 2014 at
     Ba3 (LGD3, 49%)

  -- Senior secured industrial revenue bonds, guaranteed by Tyson
     Foods, Inc., at Ba1 (LGD2, 20%)

  -- $960 million senior unsecured notes due 2016, guaranteed by
     Tyson Fresh Meats, Inc., at Ba3 (LGD3, 49%)

  -- Senior unsecured unguaranteed debt at B2 (LGD5, 86%)

  -- Senior unsecured unguaranteed shelf at (P)B2 (LGD5, 86%)

Tyson Fresh Meats, Inc.

  -- Senior secured 2nd lien debt, guaranteed by Tyson Foods,
     Inc., at Ba2 (LGD2, 27%)

Moody's most recent rating action for Tyson was on December 1,
2009, when Moody's upgraded the SGL rating to SGL-2.

Tyson Foods, Inc., is the world's largest meat protein processor
in terms of revenues, with operations in beef, chicken and pork
processing, as well as branded packaged foods.  Sales for the last
12 months ended January 2010 were $26.7 billion.


UAL CORP: Unveils $3 Billion Merger Deal with Continental
---------------------------------------------------------
Continental Airlines and UAL Corporation's United Airlines on
Monday announced a definitive merger agreement, creating the
world's biggest airline.  The deal is an all-stock merger of
equals.

Continental shareholders will receive 1.05 shares of United common
stock for each Continental common share they own.  The acquisition
is valued at $3.17 billion, based on Friday's closing price,
according to The New York Times.  The merger is expected to be
completed before the end of the year.

United shareholders would own approximately 55% of the equity of
the combined company and Continental shareholders would own
approximately 45%, including in-the-money convertible securities
on an as-converted basis.

Glenn Tilton, chairman, president and chief executive officer of
UAL Corp., will serve as non-executive chairman of the combined
company's Board of Directors through December 31, 2012 or the
second anniversary of closing, whichever is later.  Jeff Smisek,
Continental's chairman, president and chief executive officer,
will be chief executive officer and a member of the Board of
Directors.  He will also become executive chairman of the Board
upon Tilton's ceasing to be non-executive chairman.

The combined organization will draw on the talented group of
leaders from both companies, and key management positions will be
determined prior to the transaction's closing.

The combined company's management team is expected to include an
equitable and balanced selection of executives from each company
with the intention that each company will contribute roughly equal
numbers.  In addition to Messrs. Smisek and Tilton, the 16-member
Board of Directors will include six independent directors from
each of the two companies and two union directors required by
United's charter.

The holding company for the new entity will be named United
Continental Holdings, Inc. and the name of the airline will be
United Airlines -- http://www.unitedcontinentalmerger.com/ The
marketing brand will be a combination of the brands of both
companies.  Aircraft will have the Continental livery, logo and
colors with the United name, and the announcement campaign slogan
will be "Let's Fly Together."  The new company's corporate and
operational headquarters will be in Chicago and it will maintain a
significant presence in Houston, which will be the combined
company's largest hub.  Additionally, the CEO will maintain
offices in both Chicago and Houston.

Mr. Tilton said, "Today is a great day for our customers, our
employees, our shareholders and our communities as we bring
together our two companies in a merger of equals to create a
world-class and truly global airline with an unparalleled network
serving communities worldwide with outstanding customer service.
Building on our Star Alliance partnership, we are creating a
stronger, more efficient airline, both operationally and
financially, better positioned to succeed in a dynamic and highly
competitive global aviation industry.  This combination will
provide a strong platform for sustainable, long-term value for
shareholders, opportunities for employees, and more and better
scheduled service and destinations for customers.  Knowing and
respecting our colleagues at Continental as we do, we are
confident that together we can compete successfully in what is
now, clearly, a global marketplace."

Mr. Smisek said, "This combination brings together the best of
both organizations and cultures to create a world-class airline
with tremendous and enduring strengths.  Together, we will have
the financial strength necessary to make critical investments to
continue to improve our products and services and to achieve and
sustain profitability.  We have forged a highly collaborative
partnership with United over the past two years as we prepared for
and executed a seamless transition to Star Alliance, an important
achievement that gave us valuable experience in working together
and built mutual respect between our two companies.  I look
forward to working with the employees of both companies around the
world, so our airline can become an even stronger global
competitor, deliver sustainable profitability, achieve best-in-
class customer service under our unified brand, create long-term
career opportunities and deliver increased value for
shareholders."

The combination of United and Continental brings together the two
most complementary networks of any U.S. carriers, with minimal
domestic and no international route overlaps.  The combined
company will offer enhanced service to Asia, Europe, Latin
America, Africa and the Middle East from well-placed hubs on the
East Coast, West Coast, and Southern and Midwestern regions of the
United States.  The combined company will have 10 hubs, including
hubs in the four largest cities in the United States, and will
provide enhanced service to underserved small- and medium-sized
communities.  The combined carrier will continue to serve all the
communities each carrier currently serves.  Together, Continental
and United serve more than 144 million passengers per year as they
fly to 370 destinations in 59 countries.

Employees will benefit from improved long-term career
opportunities and enhanced job stability by being part of a
larger, financially stronger and more geographically diverse
carrier that is better able to compete successfully in the global
marketplace.  The companies believe the effect of the merger on
front-line employees will be minimal, with reductions coming
principally from retirements, attrition and voluntary programs.
The company will provide employees with performance-based
incentive compensation programs focused on achieving common goals.
The combined company will be focused on creating cooperative labor
relations, including negotiating contracts with collective
bargaining units that are fair to the company and fair to the
employee.

On a pro forma basis, the combined company would have annual
revenues of approximately $29 billion based on 2009 financial
results, and an unrestricted cash balance of approximately $7.4
billion as of the end of first quarter 2010, including United's
recently closed financing transaction.

The merger is expected to deliver $1.0 billion to $1.2 billion in
net annual synergies by 2013, including between $800 million and
$900 million of incremental annual revenues, in large part from
expanded customer options resulting from the greater scope and
scale of the network, and additional international service enabled
by the broader network of the combined carrier. Expected synergies
are in addition to the significant benefits derived from the
companies' existing alliance and expected from their future joint
venture relationships.  The combined company is also expected to
realize between $200 million and $300 million of net cost
synergies on a run-rate basis by 2013.  One-time costs related to
the transaction are expected to total approximately $1.2 billion
spread over a three-year period.

The combined airline will have the most modern, fuel-efficient
fleet (adjusted for cabin mix) and the best new aircraft order
book among major U.S. network carriers.  It will have the
financial strength to enhance customers' travel experience by
enabling it to invest in globally competitive products, upgrade
technology, refurbish and replace older aircraft, and implement
the best-in-class practices of both airlines.

The merger will create the industry's leading frequent flyer
program, offering vast opportunities for customers to earn and
redeem miles, including on Star Alliance partners.

United and Continental are members of Star Alliance, the world's
largest airline network.  Star Alliance customers will continue to
benefit from service to over 1,000 destinations, more connecting
opportunities, additional scheduling flexibility and access to
leading reciprocal frequent flyer and airport lounge benefits with
Star Alliance's 24 other member airlines around the world.

The merger, which has been approved unanimously by the Boards of
Directors of both companies, is conditioned on approval by the
shareholders of both companies, receipt of regulatory clearance,
and customary closing conditions.  The companies expect to
complete the transaction in the fourth quarter of 2010.  During
the period between signing and closing of the merger, the CEOs of
both companies will lead a transition team, which will develop a
specific integration plan.

J.P. Morgan Securities Inc. and Goldman, Sachs & Co. acted as
financial advisors and provided fairness opinions to United, and
Lazard and Morgan Stanley acted as financial advisors and provided
fairness opinions to Continental.  Jones Day, Vinson & Elkins LLP,
and Freshfields Bruckhaus Deringer LLP acted as legal advisors to
Continental, and Cravath, Swaine & Moore LLP acted as legal
advisor to United.

The companies hosted a webcast Monday at 8:30 a.m. EDT to discuss
the merger.  Participants included Glenn Tilton and Jeff Smisek.
A slide presentation and letters to UAX partners and key partners
related to the merger are available at no charge at:

               http://ResearchArchives.com/t/s?6136
               http://ResearchArchives.com/t/s?6137
               http://ResearchArchives.com/t/s?6138
               http://ResearchArchives.com/t/s?6139

Jad Mouawad and Michael J. de la Merced at The New York Times
report that the merger would put pressure on American Airlines,
which was once the market leader, but which would drop to third
place behind Delta Airlines.  While American's executives say they
do not feel threatened by industry mergers, Wall Street analysts
have been displeased by the company's performance, the NY Times
says.

The NY Times also reports that US Airways, which three weeks ago
began its own merger talks with United, is now left on the
sidelines, raising questions about its ability to survive as a
stand-alone carrier.

The NY Times also reports that the United-Continental deal needs
to win approval from the Justice Department's antitrust division.
The NY Times notes that, unlike the Bush administration's six-
month review of the Delta-Northwest deal, analysts expect a
lengthier and more complex review of this merger.

The NY Times also relates that the merger needs the backing of
employee unions, whose opposition to mergers in the past has
undone many of the proposed savings.  The report notes that one
factor in favor of the deal is that United's pilots' union
indicated last month it would not oppose a deal with Continental,
whose own pilots have so far remained silent.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Posts $92 Million Net Loss for First Quarter
------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, reported results for the first quarter ended
March 31, 2010.

The Company reported a first quarter net loss of $92 million,
excluding non-cash, net mark-to-market hedge gains and certain
accounting charges, narrowing its net loss by $479 million
compared to the first quarter of 2009.  The company reported a
GAAP net loss of $82 million, or $0.49 per basic share.

The company's balance sheet showed $19.9 billion total assets,
$7.5 billion total liabilities, $7.1 billion long-term debts, $1.0
long-term obligations under capital leases, and $7.0 billion other
liabilities and deferred credits, for a $2.8 billion stockholders'
deficit.

The company ended the quarter with a total cash balance of
$3.8 billion, including an unrestricted cash balance of more than
$3.5 billion and restricted cash of nearly $300 million.

During the quarter, the company completed an additional secured
debt offering which raised approximately $700 million in new
liquidity.  This new debt offering was secured by United's route
authorities to operate between the United States and Japan and
beyond Japan to points in other countries, certain airport takeoff
and landing slots and airport gate leaseholds utilized in
connection with these routes.  To accommodate the transfer of the
collateral from United's senior secured credit facility, the
proceeds from this debt offering remained in escrow until April
19, 2010.  As of April 26, 2010, including the proceeds received
from the secured debt offering, the company held $4.5 billion in
unrestricted cash, or about 27% of trailing twelve months revenue,
one of the strongest liquidity positions among US global carriers.

In the first quarter, the company generated $482 million of
positive operating cash flow and $389 million in positive
free cash flow, defined as operating cash flow less capital
expenditures.  Excluding the funding and repayment impact of our
two recent EETC transactions, during in the first quarter, the
company had scheduled debt and net capital lease payments of
$173 million, non-aircraft capital expenditures of $51 million and
aircraft advance deposits of $42 million.

"While there is more work to do, we are encouraged by the
significant improvement in all of our performance metrics that our
people are delivering across the company.  We improved our cash
position, maintained our cost control, accelerated our revenue
improvement and generated an operating profit," said Kathryn
Mikells, UAL Corporation executive vice president and chief
financial officer.  "We made the right decisions to position us
to outperform as the economic recovery takes hold, and, as our
current results demonstrate, we are well on our way to margin
leadership and profitability."

A full-text copy of the company's first quarter result is
available for free at http://ResearchArchives.com/t/s?6110

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Annual Stockholders' Meeting Set for June 10
------------------------------------------------------
The Annual Meeting of Stockholders of UAL Corporation will be held
on June 10, 2010, at 9:00 am at the United Airlines Education &
Training Center, 1200 E. Algonquin Rd., in Elk Grove Village,
Illinois.

Matters to be voted on:

     1. Election of these members of the Board of Directors:

        -- 11 directors, to be elected by holders of Common Stock;
        -- One ALPA director, to be elected by the holder of Class
           Pilot MEC Junior Preferred Stock;
        -- One IAM director, to be elected by the holder of Class
           IAM Junior Preferred Stock

     2. Ratification of the appointment of the independent
        registered public accountants for 2010

     3. Amendment of the Restated Certificate of Incorporation to
        extend the 5% ownership limit

     4. Any other matters that may be properly brought before the
        meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6122

UAL's United Airlines is in talks with Continental Airlines Inc.
on a possible merger.  As reported by the Troubled Company
Reporter on April 30, 2010, Gina Chon and Susan Carey at The Wall
Street Journal, citing people familiar with the matter, said
Continental Airlines Inc. and United are expected to announce a
deal Monday.

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

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

The TCR, citing The Financial Times, also said on Friday that the
top five executives at UAL stand to receive millions in cash and
stock if United Airlines closes a merger deal with Continental
Airlines Inc.  The FT, citing a blog entry on Footnoted.org, said
had a merger happened in 2009, UAL Chairman and Chief Executive
Glenn Tilton would have received $9 million in a payout triggered
by a change in control of the company.  That figure is nearly four
times the figure listed on the previous year's proxy filing.

According to the FT, the executives, as part of their pay
packages, benefit from explicit clauses which trigger accelerated
payouts should there be a change in control.  In total, the top
five United executives would have been entitled to about
$17.6 million in 2009, the FT said, citing Footnoted.org.

Performance-based equity rewards, normally paid out over several
years, would be brought forward if more than 50% of UAL shares
changed hands, the FT said.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.


UAL CORP: Machinists Warn of Obstacles on Continental Merger
------------------------------------------------------------
The International Association of Machinists and Aerospace Workers'
General Vice President Robert Roach, Jr., issued the following
statement in response to the proposed merger between United
Airlines and Continental Airlines:

"A Continental/United combination must have what many past mergers
failed to achieve: broad employee support.  The Machinists will
work closely with members of Congress and the Departments of
Transportation and Justice to ensure that if a merger is approved,
it will not be at the expense of workers at either carrier.

The IAM's Transportation Merger Team has been evaluating a
possible United-Continental pairing since United Airlines exited
bankruptcy in 2006.  Our concerns include the impact of such a
merger on the pensions, benefits, seniority and job security of
employees at both carriers.  We are concerned about the
survivability of the combined airline and the merger's effects on
passengers and the cities the airlines serve.  As this process
moves forward, these issues must be addressed to our members'
satisfaction.

With more than 26,000 Machinists Union members at both carriers,
one way to avoid some of the mistakes of past airline mergers is
to include the IAM very early in the process."

The IAM represents 16,000 United Airlines Ramp, Stores, Public
Contact, Fleet Technical Instructor, Maintenance Instructor,
Security Guard and Food Service employees, and another 76
employees at United's frequent-flyer program, Mileage Plus, Inc.
The IAM also represents Continental Airlines' 9,500 Flight
Attendants, 250 Flight Attendants at Continental's wholly-owned
subsidiary Continental Micronesia and 1,200 Flight Attendants at
Continental and United regional partner ExpressJet Airlines.

The Machinists Union is the largest airline union in North
America, representing more than 110,000 Flight Attendants,
Customer Service Agents, Reservation Agents, Ramp Service
Personnel, Mechanics and related airline industry workers.  The
latest United/Continental merger information from the Machinists
Union is available at www.goiam.org/mergers.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UNISYS CORP: Posts $11.6 Million Net Loss for 1st Quarter
---------------------------------------------------------
Unisys Corporation reported a first-quarter 2010 net loss of
$11.6 million.  The results included approximately $35 million of
pre-tax foreign exchange losses in Other Income/Expense, including
$20 million relating to the January 2010 currency devaluation in
Venezuela.  In the first quarter of 2009, the company reported a
net loss of $24.4 million, or 66 cents per diluted share, which
included approximately $7 million of foreign exchange losses in
Other Income/Expense.

The company's balance sheet for March 31, 2010, showed
$2.7 billion total assets, $1.2 billion total liabilities,
$846.6 million long-term debt, $1.5 billion long-term
postretirement liabilities, $294.4 million commitments and
contingencies, for a $1.2 billion stockholders' deficit.

The company's operating profit nearly quadrupled to $58.9 million
in the first quarter of 2010 compared with operating profit of
$15.0 million in the first quarter of 2009.

Revenue in the first quarter of 2010 declined 7 percent to
$998 million compared with $1.07 billion in the year-ago quarter.
Approximately two percentage points of the decline was due to
divested businesses.  Foreign exchange rates had an approximately
5 percentage-point positive impact on revenue in the quarter.

"We made continued progress in the quarter in enhancing the
profitability of the business," said Unisys Chairman and CEO Ed
Coleman.  "Operating margins improved significantly year-over-year
in both our services and technology segments as we continue to
streamline and simplify our operations, reduce costs, and focus on
profitable businesses that build on our core areas of strength.
We also made further progress in reducing debt and de-leveraging
our balance sheet.

"While we continue efforts to enhance our margins and
profitability, we recognize the importance of stabilizing our
revenue and were encouraged by double-digit growth in services
orders in the quarter as well as a second straight quarter of
year-over-year ClearPath sales growth," Mr. Coleman said.
"These are positive signs that clients see value in the portfolio
of services and technology that we have rolled out over the past
year."

                  Overall First-Quarter Highlights

Results of the company's health information management business,
which the company has agreed to sell, are being reported as a
discontinued operation.

Revenue in the United States declined 16 percent to $430 million,
with about half of the decline coming in the company's federal
business.  Revenue in international markets grew 1 percent to
$568 million.  Foreign currency fluctuations had an approximately
10 percentage-point positive impact on international revenue in
the quarter.

Unisys reported a first-quarter gross profit margin of 23.7
percent, up from 20.0 percent a year ago, reflecting higher
ClearPath sales and improved cost efficiencies in services
delivery. Reflecting these factors as well as reductions in
operating expenses, the company's first-quarter operating profit
margin increased to 5.9 percent compared with an operating profit
margin of 1.4 percent a year ago.

First-Quarter Business Segment Results

Customer revenue in the company's services segment declined 9
percent compared with the year-ago quarter.  Foreign currency
fluctuations had an approximately 5 percentage-point positive
impact on services revenue in the quarter.  Gross profit margin in
the services business improved to 18.2 percent compared with
15.8 percent a year ago, while services operating margin improved
to 4.6 percent compared with 2.0 percent a year ago.

Services orders showed double-digit growth from year-ago levels,
primarily driven by order gains for outsourcing and systems
integration and consulting.  Services order backlog at March 31,
2010 was $5.9 billion, up from $5.3 billion at March 31, 2009 and
down from $6.1 billion of services backlog at year-end 2009.

Customer revenue in the company's technology segment increased 9
percent from the first quarter of 2009, driven by double-digit
growth in ClearPath mainframe revenue.  Foreign currency
fluctuations had an approximately 7 percentage-point
positive impact on technology revenue in the quarter.  Driven by
the higher ClearPath sales, the company reported a technology
gross profit margin of 52.2 percent and an operating profit margin
of 13.7 percent in the quarter.  These compared with a gross
profit margin of 33.3 percent and operating margin of (11.6)
percent in the year-ago quarter.

              Cash Flow And Balance Sheet Highlights

During the quarter Unisys repaid the remaining $64.9 million
principal amount of senior notes due March 2010. Over the past
year the company has reduced its long-term debt by approximately
$200 million.

Additionally, during the first quarter Unisys did not draw against
its available $150 million U.S. accounts receivable securitization
facility.  The company had utilized $100 million of this facility
as of December 31, 2009.

Unisys used $28 million of cash from operations in the first
quarter of 2010, including the $100 million reduction in
receivables sold through its securitization facility. This
compared with cash flow generated of $39 million in the first
quarter of 2009.

Capital expenditures in the first quarter of 2010 increased to
$69 million compared with $47 million in the year-ago quarter,
primarily reflecting increased investments in assets related to
new outsourcing contracts.  After capital expenditures, the
company used $97 million of free cash flow in the first quarter of
2010 compared with free cash usage of $8 million in the first
quarter of 2009.

At March 31, 2010, the company reported $469 million of cash on
hand, down from $648 million of cash on hand at December 31, 2009.
The change in cash levels from year-end 2009 primarily reflected
the reduced utilization of the U.S. accounts receivables facility
and the debt repayment in the quarter.

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?610e

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

According to the Troubled Company Reporter on Feb. 9, 2010,
Unisys Corporation said it has $2.95 billion in total assets,
$1.39 billion in total liabilities, 845.9 million in long-term
debt, $1.64 billion in long-term postretirement liabilities,
$347.3 million in commitments and contingencies resulting to a
$1.27 billion stockholders' deficit for fourth quarter ended
Dec. 1, 2009.


UNISYS CORP: Supplements Prospectus on Resale of 5,242,165 Shares
-----------------------------------------------------------------
Unisys Corporation filed with the Securities and Exchange
Commission PROSPECTUS SUPPLEMENT NO. 6, to supplement the
prospectus filed on September 14, 2009.  The prospectus relates to
the resale of up to 5,242,165 shares of the Company's common stock
from time to time by selling stockholders.  The shares were issued
by the Company on July 31, 2009, in private offers to exchange
certain of the Company's existing senior notes for a combination
of new secured notes, shares of common stock and cash.  The
information in the prospectus supplement no. 6 gives effect to the
1-for-10 reverse stock split of the Company's common stock that
became effective at 11:59 p.m. Eastern time, on October 23, 2009.

The common stock trades on the NYSE under the symbol "UIS."  As of
April 26, 2010, there were approximately 42.6 million shares of
common stock outstanding and 19,457 stockholders of record.

The last reported sales price per share of the common stock on
April 27, 2010, as reported by the NYSE was $30.81.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?6121

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

According to the Troubled Company Reporter on Feb. 9, 2010,
Unisys Corporation said it has $2.95 billion in total assets,
$1.39 billion in total liabilities, 845.9 million in long-term
debt, $1.64 billion in long-term postretirement liabilities,
$347.3 million in commitments and contingencies resulting to a
$1.27 billion stockholders' deficit for fourth quarter ended
Dec. 1, 2009.


UNITED RENTALS: Fitch Affirms Issuer Default Rating at 'B+'
-----------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating of
United Rentals (North America) Inc. at 'B+' and parent company,
United Rentals Inc., long-term IDR at 'B'.  Fitch has also
upgraded URNA's senior secured rating to 'BB' from 'BB-' and
assigned an 'RR1' Recovery Rating.  The RR is based on superior
recovery prospects for secured debt holders.  Fitch has also
received URI's Rating Outlook to Stable from Negative.
Approximately $2.7 Billion of debt is affected by this rating
action.  The complete list of ratings follows this release.

The rating affirmation reflects URI's ability to maintain
sufficient cash flow, a stable liquidity profile, and access to
the capital markets during 2009 despite a significant downturn
within the equipment rental industry.  URI's overall profitability
did weaken due to the larger than anticipated decline in revenues
over the past year.  However, revenue decline was partially offset
by a reduction in the scale of operations and size of the rental
equipment portfolio.  Revenue declines were also offset by
significant cost cutting measures including fleet transfers and
reductions in branch network and employee headcount.  Additionally
URI has significant flexibility in its capital investment
requirements to reduce expenditures and improve free cash flow,
generating an EBITDA of $620 million for fiscal year 2009.

Fitch does not anticipate any near-term liquidity pressures to
arise as debt amortization payments are minimal and the bulk of
the company's debt maturities extend beyond 2012.  Additionally,
Fitch views URI's ability to access capital markets during 2009
positively, which include $1 billion in senior unsecured notes and
$173 million 4% convertible senior notes due 2015.  Proceeds of
debt issuance were used to redeem/repurchase existing senior debt
and the 14% HoldCo Notes, as well as for general corporate
purposes.

The Outlook revision reflects the expectation that rental rates
will stabilize in 2010 and used equipment pricing will benefit
2010 revenue.  However, Fitch expects profitability to remain
challenged during 2010 given the current economic environment but
expects improvements in lease contracts volume during 2010 to
benefit earnings in 2011 and 2012.

In line with Fitch's Dec. 30, 2009 'Recovery Ratings for Financial
Institutions' criteria, Fitch has updated URNA's debt ratings
accordingly.  The Recovery Ratings are based on the respective
collateral coverage for these instruments under a stress scenario,
with the ABL facility drawn down more fully at $1.36 billion.
'RR1' implies 'Outstanding' recovery prospects, while 'RR4'
implies 'Average' recovery prospect and 'RR6' implies 'Poor'
recovery prospects.

The complete list of rating actions is:

United Rentals, Inc

  -- Long-term IDR affirmed at 'B'.

United Rentals (North America), Inc.

  -- Long-term IDR affirmed at 'B+';

  -- Senior secured credit facility upgraded to 'BB from 'BB-';
     Recovery Rating 'RR1';

  -- Senior unsecured debt affirmed at 'B+'; Recovery Rating
     downgraded to 'RR4' from 'RR1';

  -- Subordinated debt affirmed at 'B'; Recovery Rating downgraded
     to 'RR6' from 'RR3'.


U.S. CONCRETE: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: U.S. Concrete, Inc.
          aka RMX Industries, Inc.
              Main Street Equity III
        2925 Briarpark, Suite 1050
        Houston, TX 77042

Bankruptcy Case No.: 10-11407

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh



Debtor's Counsel: Patrick J. Nash Jr., Esq.
                  Ross M. Kwasteniet, Esq.
                  Kirkland & Ellis LLP
                  300 North LaSalle
                  Chicago, IL 60654
                  http://www.kirkland.com/
                  Tel: (312) 862-2000
                  Fax: (312) 862-2200

Debtor's
Co-Counsel:       James E. O'Neill, Esq.
                  E-mail: jo'neill@pszjlaw.com
                  Laura Davis Jones, Esq.
                  E-mail: ljones@pszjlaw.com
                  Mark M. Billion, Esq.
                  E-mail: mbillion@pszjlaw.com
                  Pachulski Stang Ziehl & Jones LLP
                  919 North Market Street, 17th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Debtor's
Claims Agent:     Epiq Bankruptcy Solutions

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

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

According to the schedules, the Company says that assets total
$389,160,000 while debts total $399,351,000.

The petition was signed by Robert D. Hardy, executive vice
president and chief financial officer.

Debtor-affiliates filing separate Chapter 11 petitions on April
29, 2010:

         Entity                            Case No.
         ------                            --------
Alberta Investments, Inc.                  10-11408
Alliance Haulers, Inc.                     10-11409
American Concrete Products, Inc.           10-11411
Atlas Redi-Mix, LLC                        10-11412
Atlas-Tuck Concrete, Inc.                  10-11413
Beall Concrete Enterprises, LLC            10-11414
Beall Industries, Inc.                     10-11415
Beall Investment Corporation, Inc.         10-11416
Beall Management, Inc.                     10-11417
Breckenridge Ready Mix, Inc.               10-11418
Central Concrete Supply Co., Inc.          10-11419
Central Precast Concrete, Inc.             10-11420
Concrete Acquisition III, LLC              10-11421
Concrete Acquisition IV, LLC               10-11422
Concrete Acquisition V, LLC                10-11423
Concrete Acquisition VI, LLC               10-11424
Concrete XXXIII Acquisition, Inc.          10-11425
Concrete XXXIV Acquisition, Inc.           10-11426
Concrete XXXV Acquisition, Inc.            10-11427
Concrete XXXVI Acquisition, Inc.           10-11428
Eastern Concrete Materials, Inc.           10-11429
Hamburg Quarry Limited Liability Company   10-11430
Ingram Concrete, LLC                       10-11431
Local Concrete Supply & Equipment, LLC     10-11432
Master Mix Concrete, LLC                   10-11433
Master Mix, LLC                            10-11434
MG, LLC                                    10-11437
NYC Concrete Materials, LLC                10-11438
Pebble Lane Associates, LLC                10-11439
Redi-Mix Concrete, L.P.                    10-11440
Redi-Mix GP, LLC                           10-11441
Redi-Mix, LLC                              10-11442
Riverside Materials, LLC                   10-11443
San Diego Precast Concrete, Inc.           10-11444
Sierra Precast, Inc.                       10-11445
Smith Pre-Cast, Inc.                       10-11446
Superior Concrete Materials, Inc.          10-11447
Titan Concrete Industries, Inc.            10-11448
U.S. Concrete On-Site, Inc.                10-11450
USC Atlantic, Inc.                         10-11451
USC Management Co., LLC                    10-11453
USC Payroll, Inc.                          10-11455
USC Technologies, Inc.                     10-11456

U.S. Concrete's List of 30 Largest Unsecured Creditors:

         Entity                    Nature of Claim    Claim Amount
         ------                    ---------------    ------------
Wells Fargo Bank, National         Bonds              $285,007,702
Association as Indenture Trustee
505 Main Street
Fort Worth, TX 76102

Lehigh Southwest Cement Co.        Trade                $2,664,132
24001 Stevens Creek Boulevard
Cupertino, CA 95014

Hanson                             Trade                $2,348,974
4501 Tidewater Avenue
Oakland, CA 94601

Cemex
5180 Golden Foothill Parkway,      Trade                $1,745,701
Suite 200
El Dorado Hills, CA 95762

Buzzi Unicern USA - Cement         Trade                $1,140,627
501 Hercules Drive
Stockertin, PA 18083

Lafarge North America              Trade                  $991,413
12950 Worldgate Drive, Suite 500
Herndon, VA 20170

Martin Marietta Materials          Trade                  $653,676
1825 Lakeway Drive
Lewisville, TX 75057

Holcim Inc.                        Trade                  $622,862
122 West Carpenter Fwy, Suite 485
Irving, TX 75039

Vulcan Materials Co.               Trade                  $598,455
1200 Urban Center Drive
Birmingham, AL 35242

Tilcon New York Inc.               Trade                  $580,560
1 Quarry Road
Pompton Lakes, NJ 07442

Lester R. Summers, Inc.            Trade                  $257,891
40 Garden Spot Road, Suite 101
Ephrata, PA 17522

J.L. Erectors, Inc.                Trade                  $249,200

Jonasz Precast, Inc.               Trade                  $245,538

R E Janes Gravel                   Trade                  $196,535

Texas Lime Co.                     Trade                  $190,858

California Portland Cement Co.     Trade                  $156,912

Command Alkon Inc.                 Trade                  $131,457

Chryso                             Trade                  $111,429

West Coast Aggregates              Trade                  $109,872

Phoenix Pinelands Corp.            Trade                  $108,004

Say-Core                           Trade                   $97,775

5700 Maspeth Avenue LLC            Lease                   $85,500

Roanoke Sand & Gravel Corp.        Trade                   $84,644

D & L Foundry & Supply, Inc.       Trade                   $84,433

Maccabee Industrial, Inc.          Trade                   $75,000

Waste Management                   Trade                   $68,699

Gemini Ready Mix                   Trade                   $68,028
c/o CT Price Contracting I

640 Columbia LLC                   Lease                   $62,500
c/o Cammebys Management Co. LLC

A.L. Patterson, Inc.               Trade                   $60,451

Pape Machinery Inc.                Trade                   $59,534


US FIDELIS: Sues Atkinsons for Siphoning $101 Million
-----------------------------------------------------
US Fidelis has filed a lawsuit accusing brothers Darain and Cory
Atkinson, who served as its president and vice president, of
siphoning $101 million from the Company for their own personal
gain.

Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that the lawsuit said the two directors spent the funds to acquire
Club Exodus, a non-alcoholic Christian nightclub in Wentzville,
Montana, and pay for Darain Atkinson's main residence.

Ms. Feintzeig reports Spencer P. Desai, Esq., at Capes, Sokol,
Goodman and Sarachan, an attorney representing Cory Atkinson, said
in an interview Friday that the claims of wrongdoing against his
client were false and that any money he received from the company
was valid compensation.  "We intend to vigorously defend the suit
and don't believe Mr. Atkinson has done anything improper," said
Mr. Desai, according to the report.

According to Bloomberg News, the complaint says that policy
cancellations in 2009 were $114.6 million, compared with revenue
of $264 million in 2008.  The lawsuit says it "should have been
obvious" to the brothers that "operating cash flows would no
longer cover present cancellation and refund liabilities."  The
company "never established cash reserves dedicated to satisfying
potential refund obligations," the complaint says.

                         About U.S. Fidelis

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.


US SILICA: S&P Assigns Corporate Credit Rating at 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to industrial sand producer U.S. Silica
Co.  The rating outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level rating (one
notch above the corporate credit rating) and '2' recovery rating
to the company's proposed $160 million senior secured term loan
due 2016.  The recovery rating of '2' indicates S&P's expectation
of substantial (70%-90%) recovery in the event of a payment
default.

The company will use proceeds from the proposed term loan,
combined with proceeds from a $75 million mezzanine loan due 2017,
to refinance the balance of the company's existing term loan and
mezzanine loan and pay a $46.5 million dividend to the sponsor.

"S&P's rating and outlook are based on S&P's assessment that U.S.
Silica's pro forma capital structure will enable the company to
reduce leverage, excluding the  customer note from debt, to less
than 5x by the end of 2011, and that it will maintain this level
of leverage," said Standard & Poor's credit analyst Sherwin
Brandford.

The ratings on Berkeley Springs, W. Va.-based U.S. Silica reflect
the company's weak business risk profile including its relatively
small size and scope of operations, exposure to cyclical end
markets, and significant mine concentration.  The ratings also
reflect the company's aggressive financial profile and high debt
leverage.  The company's favorable market position and relatively
good profit margins, which are enhanced by its new, long-term take
or pay contracts with some fracturing sand customers, are
positives for the rating.


UTSTARCOM INC: Beijing E-town Has Yet to Close Investment Deal
--------------------------------------------------------------
UTStarcom, Inc., disclosed that the investment by Beijing E-town
International Investment and Development Co., Ltd., Elite Noble
Limited and Shah Capital Opportunity Fund LP announced in February
2010 has not yet closed.

As reported by the Troubled Company Reporter, the Company on
February 1, 2010, entered into a Common Stock Purchase Agreement
with Beijing E-town and a Common Stock Purchase Agreement with
Elite Noble Limited and Shah Capital Opportunity Fund LP, pursuant
to which the Company would issue and sell an aggregate of
22,045,454 shares of common stock, par value $0.00125 per share
for a purchase price of $2.20 per share in a private placement
transaction.  The agreements were expected to close between the
end of March and April 2010 and are to provide additional cash for
working capital and general purposes.

In connection with and as a condition to the consummation of the
Placement, effective upon the closing of the Placement, the total
number of directors on the Company's board of directors would be
increased from six to seven, and Mr. Baichuan Du, Mr. Xiaoping Li,
and Mr. William Wong would join the Board upon the Closing.  Mr.
Li is the designee for BEIID, which was given the right to
designate a director on the Board upon the Closing.  Messrs. Li
and Wong will replace Mr. Allen Lenzmeier and Mr. Jeff Clarke,
respectively, who will resign from the Board upon the Closing.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $1.004 billion in total assets, $707.0 million in total
liabilities, and $297 million in total stockholders' equity.  In
its Form 10-Q report for the September 30, 2009 quarter, the
Company indicated that, while improvements in operating results,
cash flows and liquidity are anticipated as management's
initiatives to control and reduce costs while maintaining and
growing its revenue base are fully implemented, its recurring
losses and expected negative cash flows from operations raise
substantial doubt about its ability to continue as a going
concern.  The Company's independent registered public accounting
firm included an explanatory paragraph highlighting this
uncertainty in the Company's annual Report on Form 10-K for the
year ended December 31, 2008.

The Company's balance sheet at Dec. 31, 2009, showed $929.1
million in total assets and $672.9 million in total liabilities
for a $256.1 million stockholders' equity.  In its 2009 annual
report on Form 10-K, the Company indicated it has incurred net
losses attributable to UTStarcom of $225.7 million, $150.3 million
and $195.6 million during the years ended December 31, 2009, 2008
and 2007, respectively.  The Company has recorded operating losses
in 19 of the 20 consecutive quarters in the period ended
December 31, 2009.  At December 31, 2009, the Company had an
accumulated deficit of $1.067 billion.  The Company incurred net
cash outflows from operations of $67.4 million, $55.2 million and
$225.1 million in 2009, 2008 and 2007 respectively.  While
operating results are expected to improve in 2010 compared with
prior years, management expects the Company to continue to incur
losses in 2010.

Management believes both the Company's China and non-China
operations will have sufficient liquidity to finance working
capital and capital expenditure needs during the next 12 months.
If the Company is not able to execute its plan successfully, the
Company may need to obtain funds from equity or debt financings.
There can be no assurance that additional financing, if required,
will be available on terms satisfactory to the Company or at all,
and if funds are raised in the future through issuance of
preferred stock or debt, these securities could have rights,
privileges or preference senior to those of the Company's common
stock and newly issued debt could contain debt covenants that
impose restrictions on the Company's operations.  Further, any
sale of newly issued debt or equity securities could result in
additional dilution to the Company's current shareholders.

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.


VITOIL-SCOTTISH: Asks May 18 Extension for Filing of Schedules
--------------------------------------------------------------
Vitoil-Scottish, LLC, has asked the U.S. Bankruptcy Court for the
Central District of California to extend the deadline for the
filing of schedules of assets and liabilities and statement of
financial affairs until May 18, 2010.

The schedules and the statement are currently due on May 6, 2010.
The Debtor says that its needs the extension because its
authorized representative who has access to the Debtor's books and
records will be out of the country between May 3, 2010 and May 7,
2010, and unavailable to compile, by May 6, 2010, all of the
requisite information for the preparation of the required
documents.

Studio City, California-based Vitoil-Scottish, LLC, filed for
Chapter 11 bankruptcy protection on April 22, 2010 (Bankr. C.D.
Calif. Case No. 10-14734).  Ron Bender, Esq., who has an office in
Los Angeles, California, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


VITOIL-SCOTTISH: Section 341(a) Meeting Scheduled for May 20
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Vitoil-
Scottish, LLC's creditors on May 20, 2010, at 11:00 a.m.   The
meeting will be held at Room 105, 21051 Warner Center Lane,
Woodland Hills, CA 91367.

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.

Studio City, California-based Vitoil-Scottish, LLC, filed for
Chapter 11 bankruptcy protection on April 22, 2010 (Bankr. C.D.
Calif. Case No. 10-14734).  Ron Bender, Esq., who has an office in
Los Angeles, California, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


VITOIL-SCOTTISH: Taps Levene Neale as Bankruptcy Counsel
--------------------------------------------------------
Vitoil-Scottish, LLC, has asked for authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Levene, Neale, Bender, Rankin & Brill L.L.P. as bankruptcy
counsel, effective as of April 22, 2010.

LNBRB will, among other things:

     a. represent the Debtor in any proceeding or hearing in the
        Court involving its estate unless the Debtor is
        represented in the proceeding or hearing by other special
        counsel;

     b. conduct examinations of witnesses, claimants or adverse
        parties and represent the Debtor in any adversary
        proceeding except to the extent that any adversary
        proceeding is in an area outside of LNBRB's expertise or
        which is beyond LNBRB's staffing capabilities;

     c. prepare and assist the Debtor in the preparation of
        reports, applications, pleadings and orders including, but
        not limited to, applications to employ professionals,
        interim statements and operating reports, initial filing
        requirements, schedules and statement of financial
        affairs, lease pleadings, cash collateral pleadings (if
        necessary), financing pleadings, and pleadings with
        respect to the Debtor's use, sale or lease of property
        outside the ordinary course of business; and

     d. represent the Debtor with regard to obtaining use of
        debtor-in-possession financing and/or cash collateral
        including, negotiating and seeking court approval of any
        debtor-in-possession financing and/or cash collateral
        pleading or stipulation and preparing any pleadings
        relating to obtaining use of debtor-in-possession
        financing and/or cash collateral.

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

        David W. Levene                  $585
        David L. Neale                   $585
        Ron Bender                       $585
        Martin J. Brill                  $585
        Edward M. Wolkowitz              $585
        Timothy J. Yoo                   $585
        David B. Golubchik               $540
        Monica Y. Kim                    $540
        Beth Ann R. Young                $540
        Daniel H. Reiss                  $540
        Irving M. Gross                  $540
        Philip A. Gasteier               $540
        Jacqueline L. Rodriguez          $485
        Juliet Y. Oh                     $485
        Michelle S. Grimberg             $485
        Todd M. Arnold                   $485
        Todd A. Frealy                   $485
        Antony A. Friedman               $415
        Carmela T. Pagay                 $415
        John-Patrick M. Fritz            $335
        Krikor J. Meshefejian            $335
        Lindsey L. Smith                 $225
        Paraprofessionals                $195

Ron Bender, Esq., a partner at LNBRB, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Studio City, California-based Vitoil-Scottish, LLC, filed for
Chapter 11 bankruptcy protection on April 22, 2010 (Bankr. C.D.
Calif. Case No. 10-14734).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


VYTERIS INC: Breaches Deal with Ferring Pharmaceuticals
-------------------------------------------------------
Vyteris Inc. received notice from Ferring Pharmaceuticals Inc.
that it was in breach of its obligations under the arrangements
between the two entities for failure to make payments to Ferring
with respect to development costs and demanded payment in the
amount of $1,653,000 by April 30, 2010.

Vyteris does not concur with Ferring's calculation of amounts owed
and is working to reconcile such amount with Ferring.

In furtherance of settling this matter, the Company met with
Ferring representatives on April 20, 2010 and discussed various
settlement possibilities.  To facilitate a mutually agreeable
settlement, Ferring has verbally agreed to forbear from exercising
any remedies against Vyteris for a period of 30 days from April
30, 2010, thus extending the date by which payment must be made to
May 30, 2010.

The Company intends to continue to work with Ferring to arrive at
a mutually acceptable resolution to the outstanding matters
between the two entities.

                          About Vyteris

Fair Lawn, N.J.-based Vyteris, Inc. (OTC BB: VYTR)
-- http://www.vyteris.com/-- has developed and produced the first
FDA-approved, electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.

The Company's balance sheet as of December 31, 2009, showed
$2.6 million in assets and $11.4 million of debts, for a
stockholders' deficit of $8.8 million.

Amper, Politziner & Mattia, LLP, in Edison, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses and is dependent upon obtaining
sufficient additional financing to fund operations and has not
been able to meet all of its obligations as they become due.


WEST FRASER: S&P Withdraws 'BB' Long-Term Corporate Credit Rating
-----------------------------------------------------------------
On April 30, 2010, Standard & Poor's Ratings Services withdrew the
'BB' long-term corporate credit rating on West Fraser Mills Ltd.
on the company's request.  S&P revised the outlook on the company
and its parent, West Fraser Timber Co. Ltd. (BB/Stable/--), on
April 29, 2010.


WESTERN DAIRY: U.S. Trustee Forms 5-Member Creditors Committee
--------------------------------------------------------------
Sara L. Kistler, the U.S. Trustee for Region 17, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 case of Western Dairy Specialties, LLC.

The Creditors Committee members are:

1. RHP Mechanical Systems
   Attn: Michael Scolari
   P.O. Box 2957
   Reno, NV 89505-2957

2. Anderson Dairy
   Attn: Douglas Coon
   801 Searles Avenue
   Las Vegas, NV 89101

3. Data Specialist, Inc.
   Attn: Sherrie J. Mertes
   1021 Proctor Drive
   Elkhorn, WI 53121

4. Creative Edge
   Attn: Gerry Cowden
   4600 Euclid Ave., Suite 400
   Cleveland, OH 44103-3748

5. Manpower
   Attn: Kim Hill
   5301 Longley Lane, Suite B-42
   Reno, NV 89511

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

Reno, Nevada-based Western Dairy Specialties, LLC, filed for
Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D.
Nev. Case No. 10-50307).  Sallie B. Armstrong, Esq., who has an
office in Reno, Nevada, 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.  In its schedules,
the Debtor has total assets of $26,245,940 and total liabilities
of $30,711,185.


WESTERN DAIRY: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Western Dairy Specialties, LLC, filed with the U.S. Bankruptcy
Court for the District of Nevada its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $26,245,940
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,406,691
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $137,676
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $11,166,818
                                 -----------      -----------
        TOTAL                    $26,245,940      $30,711,185

Reno, Nevada-based Western Dairy Specialties, LLC, filed for
Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D.
Nev. Case No. 10-50307).  Sallie B. Armstrong, Esq., who has an
office in Reno, Nevada, 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.


WORTHMORE RENEWABLE: Files for Chapter 11 in New Orleans
--------------------------------------------------------
Worthmore Renewable Solutions LLC and Winder Renewable
Methane LLC filed Chapter 11 petitions on April 30 in New
Orleans (Bankr. E.D. La. Case No. 10-11488).

Bloomberg News reports that Worthmore and Winder own a plant in
Winder, Georgia, that converts methane from the Speedway Oak Grove
Landfill into pipeline quality natural gas.  The gas is sold under
contract to the Municipal Gas Authority of Georgia.  Court papers,
according to Bloomberg, say the companies have operated at a loss
since inception in 2006.

According to the report, the companies filed for reorganization
after the secured lender served notices of default.


W.R. GRACE: Signs Catalyst Agreement with Borealis
--------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) inked a new multi-year agreement to
supply polypropylene catalysts to Borealis AG, a leading provider
of chemical and innovative plastics solutions.  Financial terms
were not disclosed.

The catalysts are used in the production of polypropylene, a
plastic polymer that is a versatile substitute for wood, metal,
glass and other plastics.  Grace polypropylene catalysts are used
to make specialty plastics for applications in automobile parts,
household appliances and consumer product packaging.

"This agreement is a reflection of our ongoing strategic direction
to expand into the polypropylene catalyst segment through greater
collaboration with a technology leader," remarked Tony Dondero,
Vice President and General Manager of Grace Davison Specialty
Catalysts and Process Technologies.  "We are working together to
meet the growing demands for this versatile polymer."

"Borealis is an established industry innovator and we are
extremely pleased to continue to expand our relationship,"
commented Greg Poling, Vice President of W. R. Grace & Co. and
President of Grace Davison.  "We look forward to developing new
and next generation catalyst technologies and greater
manufacturing capabilities with them."

Grace and Borealis have worked together for many years.  In 2002,
Grace acquired Borealis catalyst manufacturing assets, including
catalyst production facilities in Stenungsund, Sweden and catalyst
manufacturing equipment located in Porvoo, Finland.  Through that
transaction and a related licensing agreement, Grace began to
produce, market and sell Borealis' proprietary catalysts on a
global basis.

Borealis is a leading provider of chemical and innovative plastics
solutions that create value for society.  With sales of
EUR 4.7 billion in 2009, customers in over 120 countries, and
5,200 employees worldwide, Borealis is owned 64% by the
International Petroleum Investment Company (IPIC) of Abu Dhabi and
36% by OMV, the leading energy group in the European growth belt.
Borealis is headquartered in Vienna, Austria, and has production
locations, innovation centers and customer service centers across
Europe and the Americas.  Through Borouge, a joint venture between
Borealis and the Abu Dhabi National Oil Company (ADNOC), one of
the world's major oil companies, the company's footprint reaches
out to the Middle East, Asia Pacific, the Indian sub-continent and
Africa.  Established in 1998, Borouge employs approximately 1,400
people, has customers in more than 50 countries and its
headquarters are in Abu Dhabi in the UAE and Singapore.  Today
Borealis and Borouge manufacture 4.4 million tonnes of polyolefins
(polyethylene and polypropylene) per year. For more information
visit www.borealisgroup.com and www.borouge.com

                          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)


YELENA MALAGA: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Yelena Malaga
        177A Birch Street
        Redwood City, CA 94062

Bankruptcy Case No.: 10-31553

Chapter 11 Petition Date: April 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: James F. Beiden, Esq.
                  Law Offices of James F. Beiden
                  840 Hinckley Road #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  E-mail: attyjfb@yahoo.com

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

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

According to the schedules, the Debtor says that assets total
$1,144,760 while debts total $1,415,802.

A copy of the Debtor's list of 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/canb10-31553.pdf

The petition was signed by the Debtor.


YRC WORLDWIDE: Names Michael Naatz as Chief Customer Officer
------------------------------------------------------------
YRC Worldwide Inc. appointed Michael J. Naatz as President-
Customer Care Division and Chief Customer Officer of the Company.
Michael J. Smid will continue to be Chief Operations Officer of
the Company and President of YRC Inc., a wholly owned subsidiary
of the Company.  William D. Zollars has been elected President of
the Company in addition to his current positions of Chairman and
Chief Executive Officer of the Company.

In this new position, Mr. Naatz will expand his customer facing
role to lead the Company's Sales and Sales Support functions.
Since May 2005, Mr. Naatz has held various positions with the
Company and its subsidiaries, including most recently Executive
Vice President & Chief Information and Service Officer of the
Company where he was responsible for the Customer Care, Revenue
Management, Cargo Claims Administration, Freight Bill Entry and
Technology teams.  Mr. Naatz has been employed by the Company and
its subsidiaries since May 2005 when the Company acquired USF
Corporation where he was Senior Vice President and Chief
Information Officer.

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.


YUCCA GROUP: Taps Friedman Law Group to Handle Reorganization Case
------------------------------------------------------------------
The Yucca Group, LLC, asks the U.S Bankruptcy Court for the
Central District of California for permission to employ Friedman
Law Group as counsel.

The firm will:

   a. advise the Debtor regarding matters of the bankruptcy law,
      including the requirements of the Bankruptcy Code, the
      Federal Rules of Evidence and the U.S. Trustee Guidelines
      relating to the operation of the Debtor's business;

   b. represent the Debtor in the Chapter 11 case, in any
      adversary proceedings, contested matters and administrative
      hearings in the Bankruptcy Court or in the District Court
      connected therewith, and in any actions in other courts
      where the rights of the bankruptcy estate may be litigated
      or affected; and

   c. advise the Debtor concerning its rights and remedies of the
      bankruptcy estate's assets and with respect to the claims of
      creditors.

Jerome Bennett Friedman, Esq., an attorney at the firm, tells the
Court that the firm received a $50,000 retainer.  The remaining
balance in the retainer is $35,271.

The hourly rates of the firm's personnel are:

     Mr. Friedman                               $425
     Casey Z. Donoyan, associate                $285
     Jackeline Martinez, secretary/paralegal     $95

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

Mr. Friedman can be reached at:

     Friedman Law Group
     1900 Avenue of the Stars, Ste 1800
     Los Angeles, CA 90067-4409
     Tel: (310) 552-8210
     Fax: (310) 733-5442
     E-mail: jfriedman@jbflawfirm.com

                    About The Yucca Group, LLC

headquartered in Woodland Hills, California, The Yucca Group, LLC
aka Metro Modern Developers filed for Chapter 11 on February 24,
2010 (Bankr. C.D. Calif. Case No. 10-12079.)  In its petition, the
Debtor listed assets and liabilities both ranging from $10,000,001
to $50,000,000.


* Bank Failures This Year Now 64 As 7 Banks Shut April 30
---------------------------------------------------------
Regulators closed seven banks -- Frontier Bank, Everett, WA; BC
National Banks, Butler, MO; Champion Bank, Creve Coeur, MO; CF
Bancorp, Port Huron, MI; Westernbank Puerto Rico, Mayaquez, PR; R-
G Premier Bank of Puerto Rico, Hato Rey, PR; and Eurobank, San
Juan, PR -- on April 30, raising the total closings for this year
to 64.

Three closed banks, with an aggregate of over $20 billion in
assets, are based in Puerto Rico.

To protect depositors, the Federal Deposit Insurance Corporation
(FDIC) entered into a purchase and assumption agreement with
various banks for the assumption of deposits and takeover of
operations of the closed banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

                   702 Banks on Problem List

In its quarterly banking profile, the Federal Deposit Insurance
Corp. said that the number of institutions on its "Problem List"
rose to 702 at the end of 2009, from 552 at the end of the third
quarter and 252 at the end of 2008.

The FDIC, in its February 23 report, said that total assets of
"problem" institutions were $402.8 billion at yearend 2009,
compared with $345.9 billion at the end of September and $159.0
billion at the end of 2008.  Both the number and assets of
"problem" institutions are at the highest level since June 30,
1993.

The Deposit Insurance Fund (DIF) decreased by $12.6 billion during
the fourth quarter to a negative $20.9 billion (unaudited)
primarily because of $17.8 billion in additional provisions for
bank failures.  Also, unrealized losses on available-for-sale
securities combined with operating expenses reduced the fund by
$692 million.  Accrued assessment income added $3.1 billion to the
fund during the quarter, and interest earned, combined with
termination fees on loss share guarantees and surcharges from the
Temporary Liquidity Guarantee Program added $2.8 billion.  For the
year, the fund balance shrank by $38.1 billion, compared to a
$35.1 billion decrease in 2008.  The DIF's reserve ratio was
negative 0.39% on December 31, 2009, down from negative 0.16% on
September 30, 2009, and 0.36% a year ago.  The December 31, 2009,
reserve ratio is the lowest reserve ratio for a combined bank and
thrift insurance fund on record.

Forty-five insured institutions with combined assets of
$65.0 billion failed during the fourth quarter of 2009, at an
estimated cost of $10.2 billion.  For all of 2009, 140 FDIC-
insured institutions with assets of $169.7 billion failed, at an
estimated cost of $37.4 billion.  This was the largest number of
failures since 1990 when 168 institutions with combined assets of
$16.9 billion failed.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Dec. 31, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q4_09.pdf


* S&P's Global Corporate Default Tally Remains at 31
----------------------------------------------------
The 2010 year-to-date tally of global corporate defaults remains
unchanged at 31, with no issuers defaulting the week, said an
article published April 30 by Standard & Poor's.

By region, the current year-to-date default tallies are 22 in the
U.S., two in Europe, two in the emerging markets, and five in the
other developed region (Australia, Canada, Japan, and New
Zealand).  So far this year, Chapter 11 filings and distressed
exchanges account for 10 defaults each, missed interest or
principal payments are responsible for six, regulatory directives
and receiverships account for one each, and the remaining three
defaulted issuers are confidential.

Of the global corporate defaulters in 2010, 38% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0%-10%), 12% of the
issues had recovery ratings of '5' (modest recovery prospects of
10%-30%), 12% had recovery ratings of '4' (average recovery
prospects of 30%-50%), and 19% had recovery ratings of '3'
(meaningful recovery prospects of 50%-70%).  And for the remaining
two rating categories, 15% of the issues had recovery ratings of
'2' (substantial recovery prospects of 70%-90%) and 4% of issues
had recovery ratings of '1' (very high recovery prospects of 90%-
100%).

Ultimate recovery rates displayed considerable cyclicality in
2009, in sync with the ebb and flow of liquidity.  A particular
instrument's position in the capital structure, its security and
collateral, company-specific issues, and economic and credit
market conditions are the main factors that influence a recovery
rate.  Preliminary data for 2009 suggest that the shock to
liquidity from events such as the Lehman Brothers' bankruptcy in
the fall of 2008 severely affected exit valuations of defaulted
securities, as well as the values of nondefaulted securities.

Recoveries, which had experienced a golden age of extremely high
rates during 2003-2007, dropped precipitously in 2009, in line
with our expectations.  By early 2009, recovery rates dropped to
39% for loans and revolving credit facilities and 34% for bonds
(on a mean discounted basis in the first four months) from 74% and
51%, respectively, for all of 2008.  The rebound in capital market
sentiment boosted recovery rates later in the year, and by July
2009, recovery rates began to increase from these troughs.


* SEC Taking Closer Look at Chapter 11 Cases and Exit Plans
-----------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review reports that
Alistaire Bambach, the chief bankruptcy counsel of the U.S.
Securities and Exchange Commission, said at the American
Bankruptcy Institute's spring meeting outside Washington, D.C.,
that the agency is taking a closer look at Chapter 11 cases and
the restructuring plans that emerge from them.

According to Dow Jones, Ms. Bambach said the SEC has traditionally
looked at issues of corporate fraud and proper disclosure in
bankruptcy cases, but it's now forced to take a wider view in
light of historic Chapter 11 filings such as those of General
Motors and Lehman Brothers.  "Dealing with the era of too big to
fail and bailouts, we spend more time reviewing plan proposals
than we ever had in the recent past," she said, according to Dow
Jones.  "You might not see us, but we are in there longer than you
might expect."

Dow Jones notes Ms. Bambach cautioned that she was speaking for
herself and not necessarily representing the agency's views.

According to Dow Jones, Ms. Bambach said the SEC is carefully
looking at unsecured creditors committees.  She said the agency is
currently prosecuting a case in which an unsecured creditor
allegedly made trades based on information obtained from his
position on the committee.


* Focus Management Group Appoints Alan Weiner as Managing Director
------------------------------------------------------------------
Focus Management Group President J. Tim Pruban reported that Alan
L. Weiner -- a.weiner@focusmg.com -- has joined the business
restructuring firm as a Managing Director.  In this role, Mr.
Weiner will serve the firm's nationwide client base from its Tampa
headquarters.

"We are pleased to have Alan join our team and support our
company's efforts in the areas of turnaround management, business
restructuring and operational improvements," said Mr. Pruban.
"Alan's significant experience in financial and real estate
management combined with his extensive knowledge and leadership in
a diverse range of industries will enable him to support our broad
range of clients."

Mr. Weiner has more than 25 years of experience as a senior
financial executive working with companies in the real estate,
healthcare, manufacturing and technology industries.  He has
worked with corporations of all sizes, ranging from small start-
ups to established, publicly owned and traded companies.  Mr.
Weiner also has significant investment banking experience.  He has
raised substantial private equity funding for various firms as
well as managed and executed successful turnaround and litigation
strategies.

Prior to joining Focus Management Group, Mr. Weiner was co-chief
executive officer for the country's largest franchisor of
independently owned and operated building companies.  In this
role, he was responsible for the strategic direction and financial
management of the company, as well as for franchisee
relationships.  Mr. Weiner also has served as the executive vice
president of a private equity-backed dermatology physician
practice management company, which acquired and operated practices
in 11 locations across three states, where he was responsible for
acquisitions and divestitures, finance and accounting, and
contracts and related negotiation matters.

Mr. Weiner's experience includes acting as de facto chief
restructuring officer of a commercial cleaning equipment
manufacturer, leading the company through bankruptcy and exiting
via a successful 363 sale.  He began his career as an investment
banker and managing director, raising public and private capital
for companies in real estate and consumer industries.

Mr. Weiner is based out of Focus Management Group's Tampa
headquarters.

                  About Focus Management Group

Headquartered in Tampa, Florida, Focus Management Group --
http://www.focusmg.com-- provides nationwide professional
services in turnaround management, insolvency proceedings,
business restructuring and operational improvement with a senior-
level team of 130 professionals.  With offices in Atlanta,
Chicago, Cleveland, Columbus, Dallas, Los Angeles and
Philadelphia, the firm provides a full portfolio of services to
distressed companies and their stakeholders, including secured
lenders and equity sponsors.


* NHB Advisors Forms NHB Capital Partners
-----------------------------------------
NHB Advisors, Inc. (NHB, formerly NachmanHaysBrownstein, Inc.) has
formed NHB Capital Partners, LP (NHBCP), an independent affiliate
providing private investment capital to be deployed in difficult
situations throughout North America's middle market.

NHBCP's institutional limited partners target investments between
$10 million and $30 million with an average holding period of 3-5
years.  Successful transactions are usually, but not always,
accompanied by strong management, but the business may be
encumbered by an overleveraged balance sheet and/or recession-
induced operational challenges.

NHBCP is unique in that it can adopt control or non-control
positions and will invest anywhere in the capital structure (debt
or equity) using virtually any investment instrument, NHB says.
NHBCP is particularly adept at investing new capital alongside
existing lender pools.  The NHBCP team will move quickly in the
most difficult of situations.

In keeping with NHB Advisors' higher standard of transparency and
its commitment to being a client-focused organization, NHB Capital
Partners' funding may be offered to existing turnaround or
restructuring clients in those cases where the client desires such
financing opportunities and its existing lenders and investors
approve.  NHBCP capital investment decisions and transactional due
diligence processes are completely independent of NHB Advisors'
turnaround business and thus create no conflict with existing
lenders or investors.  NHB's clients and their lenders are
apprised of NHBCP's availability and its distinct and separate
evaluation process upon the commencement of new turnaround and
restructuring engagements and have an opt-in/opt-out election that
ensures transparency with clients, their lenders and other
stakeholders.

NHB Principal, Ted Gavin, CTP commented, "Smart, flexible capital
is often the missing ingredient in a successful restructuring. We
think that NHB Capital Partners will set us apart from other pure
turnaround and restructuring advisors.  In addition to delivering
quality consulting services, NHBCP is now an active capital
markets participant and can provide a perspective that is
unrivaled by any of our competitors while being complementary to,
not competitive with, our referral partners and relationships."

                        About NHB Advisors

NHB Advisors, Inc., is a turnaround, crisis management and
financial advisory firm, having been named to the list of Top
Turnaround Firms for the last fifteen consecutive years by
Turnarounds & Workouts.  NHB professionals have assisted
businesses in nearly every industry and provide services for out-
of-court turnarounds and workouts; crisis and interim management;
the sale of distressed businesses; refinancing; recapitalization;
restructuring; litigation consulting, valuation services, forensic
accounting and expert testimony, and -- where necessary --
bankruptcy planning and reorganization advisory and management
services.  NHB's clients range from zero-revenue developmental
stage businesses to annual revenues of nearly $2 billion and have
included both publicly-held and privately owned companies;
however, most clients are middle market businesses with sales
between $20 million and $1 billion.


* Large Companies with Insolvent Balance Sheet
----------------------------------------------

                                                          Total
                                               Total     Share-
                                    Total    Working   Holders'
   Company          Ticker         Assets    Capital     Equity
                                   ------    -------   --------
AUTOZONE INC        AZO US        5,425.0     (100.6)    (421.7)
SOUTHGOBI ENERGY    1878 HK         560.7      388.8       (2.8)
LORILLARD INC       LO US         2,902.0      718.0      (37.0)
DUN & BRADSTREET    DNB US        1,749.4      (99.5)    (734.0)
ALLIANCE DATA       ADS US        7,919.8    2,921.6      (53.5)
MEAD JOHNSON        MJN US        1,996.7      319.9     (583.7)
NAVISTAR INTL       NAV US        9,126.0    1,277.0   (1,622.0)
TAUBMAN CENTERS     TCO US        2,572.3        -       (494.8)
INTERMUNE INC       ITMN US         190.9      151.4      (21.3)
BOARDWALK REAL E    BEI-U CN      2,378.3        -        (45.0)
BOARDWALK REAL E    BOWFF US      2,378.3        -        (45.0)
CHOICE HOTELS       CHH US          360.6       (6.3)    (115.0)
DEX ONE CORP        DEXO US       4,498.8     (402.9)  (6,919.0)
LINEAR TECH CORP    LLTC US       1,615.8      742.7      (50.7)
SUN COMMUNITIES     SUI US        1,181.4        -       (111.3)
WR GRACE & CO       GRA US        3,957.9    1,177.5     (234.4)
UNISYS CORP         UIS US        2,711.8      320.6   (1,221.7)
CABLEVISION SYS     CVC US        9,325.7      (14.9)  (5,143.3)
WEIGHT WATCHERS     WTW US        1,087.5     (336.1)    (733.3)
PETROALGAE INC      PALG US           7.1       (9.8)     (43.8)
TENNECO INC         TEN US        3,034.0      203.0      (14.0)
MOODY'S CORP        MCO US        2,003.3     (138.9)    (911.5)
IPCS INC            IPCS US         559.2       72.1      (33.0)
DISH NETWORK-A      DISH US       8,295.3      188.7   (2,091.7)
UAL CORP            UAUA US      19,952.0   (1,019.0)  (2,887.0)
HEALTHSOUTH CORP    HLS US        1,681.5       34.8     (510.2)
NATIONAL CINEMED    NCMI US         628.2       92.8     (493.1)
METALS USA HOLDI    MUSA US         627.8      279.1      (43.7)
CHENIERE ENERGY     CQP US        1,859.5       37.3     (480.3)
REVLON INC-A        REV US          765.8       63.9   (1,027.2)
REGAL ENTERTAI-A    RGC US        2,637.7       32.4     (246.9)
THERAVANCE          THRX US         249.9      219.4     (113.0)
TALBOTS INC         TLB US          825.8     (261.9)    (185.6)
VECTOR GROUP LTD    VGR US          735.5      240.2       (4.7)
TEAM HEALTH HOLD    TMH US          940.9       17.4      (92.3)
PROTECTION ONE      PONE US         571.9      (18.4)     (59.1)
DOMINO'S PIZZA      DPZ US          453.8       59.2   (1,321.0)
ARVINMERITOR INC    ARM US        2,499.0       98.0   (1,112.0)
VENOCO INC          VQ US           739.5      (20.6)    (174.5)
LIBBEY INC          LBY US          776.9      128.0      (18.3)
UNITED RENTALS      URI US        3,584.0       30.0      (48.0)
EPICEPT CORP        EPCT SS           7.5       (6.5)      (9.1)
CARDTRONICS INC     CATM US         449.3      (36.6)      (2.3)
SOUTHGOBI ENERGY    SGQ CN          560.7      388.8       (2.8)
INCYTE CORP         INCY US         712.4      523.2     (102.4)
JUST ENERGY INCO    JE-U CN       1,387.1     (387.0)    (356.5)
KNOLOGY INC         KNOL US         646.9       26.2      (33.9)
FORD MOTOR CO       F US        197,890.0   (8,112.0)  (6,515.0)
WORLD COLOR PRES    WC CN         2,641.5      479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US      2,641.5      479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN       2,641.5      479.2   (1,735.9)
GRAHAM PACKAGING    GRM US        2,126.3      167.2     (763.1)
BLOUNT INTL         BLT US          483.6      149.5       (6.7)
DEXCOM              DXCM US          46.9       18.1      (18.4)
AFC ENTERPRISES     AFCE US         116.6       (2.7)     (18.2)
AMER AXLE & MFG     AXL US        1,967.6       (0.3)    (545.4)
JAZZ PHARMACEUTI    JAZZ US         107.4      (22.3)     (72.8)
BLUEKNIGHT ENERG    BKEP US         310.7      (10.8)    (142.2)
SALLY BEAUTY HOL    SBH US        1,529.7      360.6     (580.2)
COMMERCIAL VEHIC    CVGI US         250.5       75.8      (37.8)
EXTENDICARE REAL    EXE-U CN      1,668.1      122.8      (50.9)
RSC HOLDINGS INC    RRR US        2,669.6      (66.1)      (9.8)
ACCO BRANDS CORP    ABD US        1,062.7      240.1     (118.0)
FORD MOTOR CO       F BB        197,890.0   (8,112.0)  (6,515.0)
CENVEO INC          CVO US        1,525.8      162.5     (176.5)
CENTENNIAL COMM     CYCL US       1,480.9      (52.1)    (925.9)
GREAT ATLA & PAC    GAP US        3,025.4      248.7     (358.5)
SANDRIDGE ENERGY    SD US         2,780.3       30.4     (195.9)
AMR CORP            AMR US       25,525.0   (1,407.0)  (3,892.0)
LIN TV CORP-CL A    TVL US          780.6       22.9     (164.2)
HOVNANIAN ENT-A     HOV US        2,100.2    1,222.4     (110.7)
US AIRWAYS GROUP    LCC US        7,808.0     (445.0)    (447.0)
RURAL/METRO CORP    RURL US         275.4       35.2     (105.3)
NPS PHARM INC       NPSP US         159.6       71.3     (222.8)
MANNKIND CORP       MNKD US         243.3        8.5     (100.9)
SINCLAIR BROAD-A    SBGI US       1,597.7       23.1     (202.2)
WARNER MUSIC GRO    WMG US        3,934.0     (599.0)     (97.0)
CC MEDIA-A          CCMO US      18,047.1    2,114.7   (6,844.7)
NEXSTAR BROADC-A    NXST US         619.8       36.9     (176.3)
LODGENET INTERAC    LNET US         485.1      (18.7)     (57.2)
GENCORP INC         GY US         1,018.7      114.6     (268.0)
EASTMAN KODAK       EK US         7,178.0    1,588.0      (53.0)
CALLON PETROLEUM    CPE US          228.0      (39.9)     (80.9)
ZYMOGENETICS INC    ZGEN US         319.3      110.1       (4.0)
PDL BIOPHARMA IN    PDLI US         338.4       22.3     (416.0)
PALM INC            PALM US       1,007.2      141.7       (6.2)
EXELIXIS INC        EXEL US         343.4       22.9     (163.7)
CYTORI THERAPEUT    CYTX US          24.7        9.9       (3.7)
VIRNETX HOLDING     VHC US            2.2       (2.5)      (2.4)
QWEST COMMUNICAT    Q US         20,380.0     (483.0)  (1,178.0)
VIRGIN MOBILE-A     VM US           307.4     (138.3)    (244.2)
CUMULUS MEDIA-A     CMLS US         334.1       (3.5)    (372.5)
IDENIX PHARM        IDIX US          76.7       33.2       (5.5)
CHENIERE ENERGY     LNG US        2,732.6      220.1     (432.1)
WAVE SYSTEMS-A      WAVX US           6.3       (2.0)      (1.9)
NEWCASTLE INVT C    NCT US        3,514.6        -     (1,640.7)
SEALY CORP          ZZ US         1,011.9      173.1      (92.3)
ARRAY BIOPHARMA     ARRY US         147.0       25.6      (97.6)
MAGUIRE PROPERTI    MPG US        3,667.7        -       (857.0)
MAGMA DESIGN AUT    LAVA US         123.3       (3.4)      (7.2)
ENERGY COMPOSITE    ENCC US           -         (0.0)      (0.0)
GLG PARTNERS-UTS    GLG/U US        500.8      167.4     (283.6)
ARIAD PHARM         ARIA US          65.0        8.2      (89.0)
DYAX CORP           DYAX US          64.8       34.1      (38.6)
PRIMEDIA INC        PRM US          239.7       (3.3)    (102.2)
HUGHES TELEMATIC    HUTC US         118.1       10.0       (5.4)
CINCINNATI BELL     CBB US        2,064.3       (2.8)    (654.6)
ALEXZA PHARMACEU    ALXA US          46.2       (3.8)      (7.1)
DENNY'S CORP        DENN US         312.6      (33.8)    (127.5)
GLG PARTNERS INC    GLG US          500.8      167.4     (283.6)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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