TCR_Public/100505.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 5, 2010, Vol. 14, No. 123

                            Headlines

1835 NEVASSEE: Case Summary & 14 Largest Unsecured Creditors
2151 HOTEL: Case Summary & 20 Largest Unsecured Creditors
2300 XTRA: Case Summary & 2 Largest Unsecured Creditors
312 E. OLIVE: Case Summary & 4 Largest Unsecured Creditors
449 SILAS: Case Summary & 17 Largest Unsecured Creditors

60TH & K: Case Summary & 12 Largest Unsecured Creditors
ABITIBIBOWATER INC.: Files Framework for Plan of Reorganization
AEON HOLDINGS: Earns $357,214 in Q3 Ended Feb. 28, 2009
AEROTHRUST CORP: Court Sets June 25 as Governmental Bar Date
AEROTHRUST CORP: Has Until July 26 to Propose Chapter 11 Plan

AIG BAKER: Files Schedules of Assets and Liabilities
ALERIS INT'L: E&Y to Provide Benefit Plan Auditing Services
ALERIS INT'L: PBGC Wants Emergency Hearing on Plans Termination
ALERIS INT'L: U.S. Government, Other Parties Object to Plan
ALLEGRO UNLIMITED: Case Summary & 20 Largest Unsecured Creditors

ALLISON TRANSMISSION: Moody's Affirms 'B3' Corporate Family Rating
ALMATIS BV: Has Prepackaged Plan of Reorganization
ALMATIS BV: Proposes Combined Hearing on Prepack Plan on June 10
ALMATIS BV: Wants June 29 Extension for Schedules & Statements
AMERICAN MORTGAGE: Files Schedules of Assets & Liabilities

AMERICAN MORTGAGE: Section 341(a) Meeting Scheduled for June 1
AMERISAFE INC: A.M. Best Affirms Debt Ratings at 'bb'
APADANA INVESTMENTS: Case Summary & 8 Largest Unsecured Creditors
AVIS BUDGET: Dollar Thrifty Open to "Substantially Higher Offer"
AVIS BUDGET: Taps Citi & Kirkland to Advise on Hertz-DTAG Deal

AVISTAR COMMUNICATIONS: Annual Stockholders' Meeting on June 10
AVISTAR COMMUNICATIONS: Posts $10.2-Mil. Net Income for Q1 2010
AVISTAR COMMUNICATIONS: Panel Approves Restricted Stock Unit Grant
BAHRAM HEKMATNIA: Case Summary & 13 Largest Unsecured Creditors
BEAZER HOMES: Moody's Raises Corporate Family Rating to 'Caa1'

BERNARD MADOFF: Picower Estate to Pay $2-Bil. to Settle Suit
BERNARD MADOFF: Florida Class Action Suits Stayed
BERNIE'S DISCOUNT: Files for Chapter 7 Liquidation
BLOOMINGTON HOSPITALITY: Voluntary Chapter 11 Case Summary
BRENT NICHOLSON: Section 341(a) Meeting Scheduled for June 2

BRISTOL DEVELOPMENT: Voluntary Chapter 11 Case Summary
BROWN PUBLISHING: Case Summary & Unsecured Creditors
BUILDERS FIRSTSOURCE: Posts $31 Million Net Loss for 1st Quarter
BULLOCH HOUSE: Case Summary & 3 Largest Unsecured Creditors
CANWEST GLOBAL: LP Entities Propose Claims Procedures

CANWEST GLOBAL: Reports $46MM Net Loss for 3 Months Ended Feb. 28
CANWEST GLOBAL: Wins Canada Nod to Pay Executive Bonuses
CAPE COD INVESTMENT: Voluntary Chapter 11 Case Summary
CATALYST PAPER: Reports Results of Shareholders' Meeting
CATHOLIC CHURCH: Judge Named Mediator in Wilmington Case

CENTAUR LLC: Gets Final OK to Use 1st Lien Secured Parties' Cash
CHANDLER CORPORATION: Voluntary Chapter 11 Case Summary
CITIGROUP INC: Richard Stuckey to Retire Later This Year
CLAYMARK MATERIALS: Case Summary & 20 Largest Unsecured Creditors
CLYDE FLADWOOD: Case Summary & 20 Largest Unsecured Creditors

COACHMEN INDUSTRIES: R. Deputy, 2 Others Re-Elected to Board
COLTS RUN: Section 341(a) Meeting Scheduled for May 27
COLTS RUN: Wants Court to Move Schedules Filing Deadline to June 1
CONCORDIA EARLY: Case Summary & 5 Largest Unsecured Creditors
CONEXANT SYSTEMS: Dwight Decker Retires From Board of Directors

CONNIE FARMER: Case Summary & 14 Largest Unsecured Creditors
CONTINENTAL AIRLINES: Fitch Affirms 'B-' Issuer Default Rating
CONTINENTAL AIRLINES: S&P Puts 'B' Rating on CreditWatch Negative
DANA HOLDING: Posts $30 Million Net Loss for First Quarter
DANIEL CHANG: Voluntary Chapter 11 Case Summary

DELTA PETROLEUM: Annual Stockholders' Meeting Set for May 25
DELTA PETROLEUM: Gets JPMorgan Waiver of March 31 Defaults
DENNIS CZECH: Voluntary Chapter 11 Case Summary
DENNY'S CORP: Files Slide Presentation to Rebut Oak Street, et al.
DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating

DOLLAR THRIFTY: Avis Taps Citi & Kirkland to Review Merger
DOLLAR THRIFTY: To Entertain "Substantially Higher Offer"
DOLLAR THRIFTY: DBRS Places Issuer Rating of 'B'
DON DORSETT: Case Summary & 20 Largest Unsecured Creditors
DRM ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors

DRTAPT, LLC: Case Summary & 7 Largest Unsecured Creditors
DS WATERS: S&P Affirms Corporate Credit Rating at 'B'
DUBAI WORLD: Creditors OK Technical Aspects of Restructuring
DUNE ENERGY: Inks Deal to Sell South Florence Field for $30MM
EAGLE GEOPHYSICAL: Liquidating Plan Declared Effective Apr. 21

EASTON TENNIS: Voluntary Chapter 11 Case Summary
EMILIANO CALEMZUK: U.S. Century Wins Foreclosure Suit
ENNIS COMMERCIAL: Files Schedules of Assets and Liabilities
EPIX PHARMACEUTICALS: Sets Auction Sale Date on May 28, 2010
EXTENDED STAY: Auction for Plan Funding on May 27

EXTENDED STAY: Creditors Committee Wants Estate Representative
EXTENDED STAY: Plan Updated for Centerbridge's $905MM Lead Bid
FAIRVIEW PLAZA: Case Summary & 4 Largest Unsecured Creditors
FEDERICO CURBELO: Voluntary Chapter 11 Case Summary
FIDELITY NATIONAL: Fitch Upgrades Issuer Default Rating to 'BB-'

FIRST DATA: Fitch Affirms Issuer Default Rating at 'B'
FIRSTLIGHT HYDRO: Fitch Downgrades Senior Secured Rating to 'BB+'
FORD MOTOR: April 2010 Sales Up 25% From Year Ago
FOREST SPRINGS: Case Summary & 15 Largest Unsecured Creditors
FORD AUTO SECURITIZATION: DBRS Assigns Class D at 'BB'

FREMONT STORE: Case Summary & 2 Largest Unsecured Creditors
FREMONT COMMONS: Case Summary & 8 Largest Unsecured Creditors
FUNERAL HOME: Files for Bankruptcy to Halt Foreclosure
FX LUXURY: Gets Interim Okay to Use Cash Collateral
GENERAL GROWTH: Simon Property Bids $5.8 Billion for All Assets

GENERAL MOTORS: Retail Sales Increase 33% in April 2010
GMAC FINANCIAL SERVICES: Reports Preliminary Q1 2010 Results
GRAY TELEVISION: S&P Raises Corporate Credit Rating to 'B-'
GTC BIOTHERAPEUTICS: 2010 Shareholders' Meeting Set for May 26
GUNNALLEN FINANCIAL: Section 341(a) Meeting Scheduled for May 24

IMAGEWARE SYSTEMS: Incurred $1.048MM Net Loss in Q1 2009
IRMA QUITILEN-FELICIANO: Case Summary & 12 Largest Unsec Creditors
JAMES THROWER: Case Summary & 20 Largest Unsecured Creditors
JORGE VASQUEZ: Case Summary & 9 Largest Unsecured Creditors
JOSEPH ARMELI: Voluntary Chapter 11 Case Summary

K-V PHARMACEUTICAL: Posts $54.9M Loss Qtr Ended June 30, 2009
LACKLAND MHC: Case Summary & 20 Largest Unsecured Creditors
LAKESIDE TRUST: Case Summary & 2 Largest Unsecured Creditors
LEARNED FAMILY: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Barclays Almost Backed Out On Deal, Lawyer Says

LEHMAN BROTHERS: Did Not Intend for Barclays Gain in Sale
LEHMAN BROTHERS: Merit, Et Al., Propose June 2 Claims Bar Date
LEHMAN BROTHERS: Objects to Nomura's $241 Million Claim
LEHMAN BROTHERS: Sues Nomura to Seek Redress for Claims Inflation
LEHMAN BROTHERS: Sues Y. Tessler to Foreclose on NY Project

LIBBEY INC: Earns $55.4 Million for First Quarter
LINCOLN GENERAL: A.M. Best Affirms FSR of 'D'
LSM EXECUTIVE: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Administrative Claims Bar Date on June 29
LYONDELL CHEMICAL: Parent to Release 1st Quarter Results May 7

LYONDELL CHEMICAL: Takes First Step to Trade Publicly in NYSE
MACATAWA BANK: Posts $21.1 Million Net Loss in Q1 Ended March 31
MAGIC BRANDS: DIP Financing, Cash Collateral Use Gets Interim OK
MARIO BURNIAS: Voluntary Chapter 11 Case Summary
MATTHEW TELFORD: Case Summary & 20 Largest Unsecured Creditors

MIDDLEBROOK PHARMACEUTICALS: Case Summary & Creditors List
MILTON DANIELE: Case Summary & 20 Largest Unsecured Creditors
MT ZION: Asks Court to Extend Filing of Schedules Until June 1
MT ZION: Section 341(a) Meeting Scheduled for May 27
NENITA BACAY: Voluntary Chapter 11 Case Summary

NORTEL NETWORKS: Employees in Canada Have July 22 Claims Deadline
NORTEL NETWORKS: Gets Canada Court Nod for Funding Agreement
NORTEL NETWORKS: Applicants Want to Reduce D&O Charge to C$45MM
NORTEL NETWORKS: Amendment to Disabled Workers Deal Approved
NORTH COAST: A.M. Best Downgrades FSR to 'C+'

OPTI CANADA: Posts C$50.1-Mil. Net Loss for March 2010
ORLEANS HOMEBUILDERS: Sale Delayed to Talk on Stand-Alone Plan
PACIFIC CAPITAL: DBRS Affirms Issuer Debts Rating of 'CC'
PALM BEACH: Voluntary Chapter 11 Case Summary
PARADIGM DEVELOPMENT: Case Summary & 20 Unsecured Creditors

PAUL STEADMAN: Case Summary & 20 Largest Unsecured Creditors
PROJECT ORANGE: Voluntary Chapter 11 Case Summary
RADTLAR PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
REVLON INC: Earns $4.2 Million for First Quarter
RICHARD VITEK: Case Summary & 20 Largest Unsecured Creditors

RIDGEVIEW HEIGHTS: Plan Offers Less Than 100% for Unsecureds
RONDOL CORDON: Case Summary & 20 Largest Unsecured Creditors
SCHUCK-BAYMEADOWS: Files Schedules of Assets and Liabilities
SD TRUST: Case Summary & 20 Largest Unsecured Creditors
SEACOAST TRANSPORTATION: Case Summary & Creditors List

SOUTHERN FASTENER: Case Summary & 20 Largest Unsecured Creditors
STEVEN MILLS, SR.: Case Summary & 20 Largest Unsecured Creditors
STEVEN WINTER: Case Summary & 20 Largest Unsecured Creditors
SUMNER REGIONAL: Voluntary Chapter 11 Case Summary
SUNESIS PHARMACEUTICALS: Incurs $4.6 Million Net Loss in Q1 2010

SUZANNE STOPP: Voluntary Chapter 11 Case Summary
TAYLOR-WHARTON: Signs Deal to Sell Huntsville to Norris Cylinder
TEFRON LTD: Kost Forer Raises Going Concern Doubt
TERREL REID: Plan Outline Hearing Scheduled for May 11
TRONOX INC: Files Amended Adversary Complain Against Former Parent

TROUSDALE MEDICAL: Voluntary Chapter 11 Case Summary
TRULITE INC: Equus Commences Legal Proceedings to Collect Loan
TURF LLC: Case Summary & 20 Largest Unsecured Creditors
TVI CORP: Former CEO & Executive VP Plead Guilty of Fraud
UNIFI INC: Earns $154 Million for Quarter Ended March 28

U.S. CONCRETE: Gets Court Approval of 'First-Day' Motions
US SILVER CORP: Applies for Management Cease Trade Order
VERIFIED IDENTITY: Alclear LLC Acquires Assets Out of Bankruptcy
VICENTE GARCIA: Case Summary & 20 Largest Unsecured Creditors
WEST VIEW: Case Summary & Largest Unsecured Creditor

WHITEHALL JEWELERS: Has Access to Term lenders' Cash Until May 31
WINDER RENEWABLE: Case Summary & 20 Largest Unsecured Creditors
WORTHMORE RENEWABLE: Case Summary & 3 Largest Unsecured Creditors
ZAYAT STABLES: Can Obtain Unsecured Credit from Sherif El Zayat
ZAYAT STABLES: Plan Outline Hearing Scheduled for June 8

* Fox Rothschild Taps Two Greenberg Traurig Bankruptcy Pros

* Upcoming Meetings, Conferences and Seminars


                            *********


1835 NEVASSEE: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1835 Nevassee, LLC
        7408 W. Sahara Avenue
        Las Vegas, NV 89117

Bankruptcy Case No.: 10-17864

Chapter 11 Petition Date: April 30, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Steven J. Szostek, Esq.
                  2001 Oak River Street
                  Las Vegas, NV 89134
                  Tel: (702) 325-6224
                  E-mail: szostek@cox.net

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

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

A copy of the Company's list of 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb10-17864.pdf

The petition was signed by Joseph Saddi, managing member.


2151 HOTEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 2151 Hotel Circle South LLC
        4347 Tosca Road
        Woodland Hills, CA 91364

Bankruptcy Case No.: 10-07330

Chapter 11 Petition Date: April 30, 2010

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Stuart J. Wald, Esq.
                  Law Offices of Stuart J. Wald
                  36154 Coffee Tree Place
                  Murrieta, CA 92562
                  Tel: (310) 429-3354

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

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

The petition was signed by Charles Crail, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
City of San Diego,        Occupancy Tax          $66,808
TOT Dept.

Ramada Worldwide Inc.     Franchise Fees         $42,804

The City of San           Vendor/Utility         $7,392
Diego-Water

Neal Electric             Vendor                 $5,371

Leslie's Pool Supply      Vendor                 $3,530

Cintas Corporation        Vendor                 $2,962

San Diego Visitor's       Vendor/Dues            $2,800
Info

Onity                     Vendor                 $2,078

Aquatic Quality           Vendor                 $1,900
Assurance

California Travel         State Assessment       $1,772
& Tourism

MarComet                  Vendor                 $1,608

California Travel         Dues                   $1,526
Industry Assoc.

Detergent Services        Vendor                 $1,453

State Chemical Mfg. Co.   Vendor                 $1,147

Sandiego.com              Vendor                 $900

Reliable Elevator         Vendor                 $833

San Diego Bus and         Vendor                 $767
Auto Repair Inc.

Konica Minolta            Vendor/Lessor          $712
Business Solutions

Konica Minolta            Vendor/Lessor          $628

Deep Blue Wireless        Vendor                 $566


2300 XTRA: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 2300 XTRA Wholesalers, Inc.
        2300 Randall Avenue
        Bronx, NY 10473

Bankruptcy Case No.: 10-12280

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Neal M. Rosenbloom, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway
                  22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6923
                  Fax: (212) 422-6836
                  E-mail: NRosenbloom@gwfglaw.com

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

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

A list of the Company's 2 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nysb10-12280.pdf

The petition was signed by Pedro Bello, comptroller.


312 E. OLIVE: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 312 E. Olive Place, LLC
        c/o Managing Member (Grant L. Learned Jr.)
        1512 3rd Avenue West
        Seattle, WA 98119

Bankruptcy Case No.: 10-14888

Chapter 11 Petition Date: April 29, 2010

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

Judge: Thomas T. Glover

Debtor's Counsel: Bradley R. Duncan, Esq.
                  Davis Wright Tremaine LLP
                  1201 3rd Ave, Suite 2200
                  Seattle, WA 98101
                  Tel: (206) 757-7033
                  E-mail: bradleyduncan@dwt.com

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

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

A list of the Company's 4 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb10-14888.pdf

The petition was signed by Grant L. Learned Jr., managing member.


449 SILAS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 449 Silas Deane LLC
        449 Silas Deane Highway
        Wethersfield, CT 06109

Bankruptcy Case No.: 10-21450

Chapter 11 Petition Date: April 30, 2010

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

Judge: Albert S. Dabrowski

Debtor's Counsel: Gary J. Greene, Esq.
                  Greene Law, PC
                  11 Talcott Notch Road
                  Farmington, CT 06032
                  Tel: (860) 676-1336
                  Fax: (860) 676-2250
                  E-mail: bankruptcy@greenelawpc.com

Scheduled Assets: $985,300

Scheduled Debts: $1,385,748

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb10-21450.pdf

The petition was signed by Daniel Thibodeau, member.


60TH & K: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 60th & K, LLC
        5339 Vanalden Avenue
        Tarzana, CA 91356

Bankruptcy Case No.: 10-15070

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Raymond H. Aver, Esq.
                  Law Offices of Raymond H Aver APC
                  12424 Wilshire Blvd Ste 720
                  Los Angeles, CA 90025
                  Tel: (310) 571-3511
                  Fax: (310) 571-3512
                  E-mail: ray@averlaw.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-15070.pdf

The petition was signed by Ben Sayani, co-manager.


ABITIBIBOWATER INC.: Files Framework for Plan of Reorganization
---------------------------------------------------------------
AbitibiBowater Inc. disclosed that the Company and certain of its
U.S. and Canadian subsidiaries, currently under creditor
protection, have filed with courts in Canada and the United States
a Debtors' Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code and CCAA Plan of Reorganization and Compromise in
draft form.  These filed documents are available on the Company
website, http://www.abitibibowater.com/ The Plan is a framework
for the final forms expected to be filed in the near term and is
not being filed for the purpose of soliciting votes and remains
subject to finalization.  The Company intends to file with the
courts an amended Plan containing more detailed economic terms,
along with disclosure documents and proxy materials providing
information on the Plan and voting procedures.

A classification scheme and resultant forms of recoveries for all
Company creditors is proposed in the Plan.  It specifies that non-
disputed pre-petition secured, administrative, debtor-in-
possession and other priority claims would be paid in full in
cash, or satisfied as otherwise agreed, at emergence.  Unsecured
claims would receive a pro rata share of equity in the reorganized
company upon emergence, subject to certain conditions.  Details on
the extent of recovery for unsecured creditors will be outlined in
forthcoming disclosures.  The Plan also provides that the
Company's current common stock will be cancelled and holders will
receive no recoveries.

"The filing of these documents is an important step in
AbitibiBowater's creditor protection proceedings and a precursor
to a key milestone we intend to reach in the near future with the
filing of the Plan's disclosure documents and proxy materials,"
stated David J. Paterson, President and Chief Executive Officer.
"While we recognize the consequences this Plan outlines for our
current common stockholders, this result was necessary in order to
meet our overall obligations to creditors and effectively
restructure for the future."

Before emerging from creditor protection, the Company must secure
adequate exit financing and complete efforts to address labor
costs and pension issues, as well as satisfy other conditions set
forth in the Plan.  Prior to emergence, a new Board of Directors
will also be designated for the Company. The Plan will ultimately
require approval by the creditors and the courts.

                      About AbitibiBowater

AbitibiBowater produces a wide range of newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  Marketing its products in more than 90
countries, the Company is also among the world's largest recyclers
of old newspapers and magazines, and has third-party certified
100% of its managed woodlands to sustainable forest management
standards.  AbitibiBowater's shares trade over-the-counter on the
Pink Sheets and on the OTC Bulletin Board under the stock symbol
ABWTQ.


AEON HOLDINGS: Earns $357,214 in Q3 Ended Feb. 28, 2009
-------------------------------------------------------
Aeon Holdings Inc. filed on April 29, 2010, its quarterly report
for the third quarter ended February 28, 2009.

The Company reported net income of $375,214 for the three months
ended February 28, 2009, compared with a net loss of $120,719 for
the same period ended February 28, 2008.  The Company has not yet
produced revenues from its oil and gas operations.  The Company
realized a $359,533 gain from the the disposal of the jewelry
business for the three months ended February 28, 2009, compared to
loss from from discontinued operations of $3,191 for the three
months ended February 28, 2008.

The Company's balance sheet as of February 28, 2009, showed
$1,797,041 in assets, $255,188 of liabilities, and stockholders'
equity of $1,541,853.

                     Going Concern Doubt

"The Company has never paid any dividends and is unlikely to pay
dividends or generate significant earnings in the immediate or
foreseeable future.  The continuation of the Company as a going
concern is dependent upon the ability of the Company to produce
oil and gas from its current holdings or obtain necessary equity
financing to continue operations, and the attainment of profitable
operations.  At February 28, 2009, the Company has a working
capital deficit of $139,847 and has accumulated losses of
$1,531,206 since inception.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?6140

Vancouver, Wash.-based Aeon Holdings Inc. (formerly Novori Inc.)
(OTC BB: AEOH) is in the business of acquiring and operating oil
and gas wells in the United States.


AEROTHRUST CORP: Court Sets June 25 as Governmental Bar Date
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has established June 25, 2010, at 4:00 p.m.
(Eastern Time) as the last day for all government units to file
proofs of claim against AeroThrust Corporation and AeroThrust
Engine Leasing Holding Company, LLC.

Proofs of claim must be delivered by hand, courier, or overnight
service to:

     AeroThrust Corporation
     c/o Omni Management Group, LLC,
     16161 Ventura Blvd., Suite C
     PMB 618, Encino, CA 91436

The Court also set April 30, 2010, at 4:00 p.m. (E.T.) as the
general bar date.

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541).  Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition.  Thomas F. Driscoll, III,
Esq., at Bifferato LLC, assists the Debtors in their restructuring
efforts.  AeroThrust Corporation listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


AEROTHRUST CORP: Has Until July 26 to Propose Chapter 11 Plan
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended AeroThrust Corporation and
AeroThrust Engine Leasing Holding Company, LLC's exclusive periods
to file and solicit acceptances for the proposed Chapter 11 Plan
until July 26, 2010, and September 23, 2010, respectively.

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541).  Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition.  Thomas F. Driscoll, III,
Esq., at Bifferato LLC, assists the Debtors in their restructuring
efforts.  AeroThrust Corporation listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


AIG BAKER: Files Schedules of Assets and Liabilities
----------------------------------------------------
AIG Baker Deptford, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Alabama its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $53,500,000
  B. Personal Property            $1,654,943
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,391,376
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $446,161
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $381,730
                                 -----------      -----------
        TOTAL                    $55,154,943      $41,219,267

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


ALERIS INT'L: E&Y to Provide Benefit Plan Auditing Services
-----------------------------------------------------------
Aleris International Inc. is seeking to expand, for the third
time, the scope of Ernst & Young LLP's employment to provide
employee benefit plan auditing services on the terms and
conditions set forth in a certain engagement letter, dated as of
April 6, 2010, and to provide auditing services with regard to
the U.S. Debtors' financial statements and internal control over
financial reporting.

The U.S. Debtors propose to pay Ernst & Young based on the firm's
current hourly rates:

  Title                              Rate/Hour
  -----                              ---------
  National Partner                        $414
  Partner and Executive Director     $260-$296
  Senior Manager                     $215-$259
  Manager                            $173-$189
  Senior                             $132-$149
  Staff                               $86-$101
  Intern                                   $45

The U.S. Debtors will continue to reimburse Ernst & Young for its
reasonable expenses.

Lee C. Thomas, a partner of Ernst & Young LLP, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                    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: PBGC Wants Emergency Hearing on Plans Termination
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation asks the U.S. Bankruptcy
Court to schedule an emergency status hearing concerning the
Motion of the U.S. Debtors for an order (a) determining that the
financial requirements for a distress termination of their Defined
Benefit Pension Plans are satisfied and (b) approving a distress
termination of the U.S. Debtors' Pension Plans.

PBGC also requests that the hearing on the Distress Motion be
continued until a date no earlier than June 28, 2010, to allow
it and other parties-in-interest time to conduct necessary
discovery, including depositions, interrogatories, and document
requests.

PBGC asserts that determining whether the Debtors satisfy the
financial distress requirement of the distress termination test
will require an evidentiary hearing.  PBGC avers that delaying
the hearing will allow it a full and fair opportunity to complete
the investigation necessary to determine whether the Debtors can
prove the conclusory allegations in their Distress Motion.

Moreover, PBGC points out, the evidentiary hearing may require
several days of testimony.

PBGC will serve discovery requests on a variety of issues,
including but not limited to Debtors' allegations in the Distress
Motion concerning:

  * negotiations and marketing of the Debtors' Plan;

  * the costs and liabilities associated with the Pension Plans,
    and the method of performing those calculations;

  * the asserted enterprise valuation of the Debtors and the
    effect of the Pension Plans;

  * cost savings that may be available to the Debtors;

  * Debtors' current and projected cash flow and the
    availability of cash to fund contributions going forward;
    and

  * negotiations with the USW related to the Union Plans.

Additionally, PBGC intends to depose the Debtors' senior
executives and certain of the Debtors' advisors and principal
creditors, including but not limited to Moelis & Co.; Alvarez &
Marsal; Apollo Management Holdings, L.P., Oaktree Capital
Management, L.P., Sankaty Advisors, L.P., Capstone Advisors, Bank
of America, and JP Morgan.

                    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: U.S. Government, Other Parties Object to Plan
-----------------------------------------------------------
The United States, on behalf of:

  * the Internal Revenue Service, objects to the First Amended
    Plan of Reorganization of Aleris International Inc, Inc.,
    and its debtor affiliates to the extent it fails to preserve
    the IRS' set-off and recoupment rights.  The IRS avers that
    confirmation of a Plan does not extinguish set-off claims
    when they are timely asserted.  IRS has asserted a priority,
    prepetition claim against Aleris International, Inc. for
    $6,414,370.  IRS has also asserted a priority and general
    unsecured claim against Commonwealth Aluminum Concast, Inc.
    for $4,405.


  * the Department of Agriculture, objects to the third party
    non-debtor exculpation, limitation of liability, injunction
    and release provisions set forth in the Plan.  The U.S.
    Gov't. asserts that the injunction provisions violate the
    Anti-Injunction act, I.R.C. Section 7421(a).

  * the Department of Health and Human Services, objects to the
    Plan to the extent it fails to preserve the set-off and
    recoupment rights of HHS.

The Pension Benefit Guaranty Corporation on its own and on behalf
of the Commonwealth Aluminum Lewisport, LLC Hourly Employees
Pension Plan, the Commonwealth Industries, Inc. Cash Balance Plan,
the Alsco Metals Corporation Retirement Plan for Bargained
Employees, and the Alsco Metals Corporation Cash Balance Plan,
objects to the Debtors' Chapter 11 plan of reorganization arguing
it cannot be confirmed or consummated.   PBGC asserts that only at
this late juncture have the Debtors initiated the process
necessary to seek distress termination for the Targeted Pension
Plans.  In light of the statutory and regulatory requirements for
distress termination, it is not possible for the Targeted Pension
Plans to be terminated prior to May 13, 2010, and thus the Plan of
Reorganization cannot be confirmed on May 13, 2010, absent
modification, PBGC maintains.

Moreover, the Central States, Southeast and Southwest Areas
Pension Fund opposes the Plan because:

  (a) The Plan improperly seeks to release non-debtors.
      Specifically, Central States asserts that it will have
      joint and several claims for $6,512,794 in withdrawal
      liability on or about May 1, 2010, against all of the
      Debtors and certain non-debtors, and yet Article 10.3.5 of
      the Plan could operate to bar Central States from
      collecting this liability from the non-debtors.  Central
      States tells the Court that it has neither consented to,
      nor received consideration for, the proposed releases.

  (b) The Plan provides an incorrect method for calculating the
      portion of Central States' withdrawal liability claim
      which is entitled to administrative treatment under
      Section 503(b) of the Bankruptcy Code.

Holt Equipment Company, LLC relates that on September 14, 2008,
Aleris International, Inc. rented a 2007 Deere 644J 4WD Loader
from it.  Thus, Holt objects to the Debtors' Plan to the extent
it proposes to impair its rights in and to the Equipment.

Ronald Johnson, Bernard Desberg and Jerry Abrams, along with
their spouses, Christine Johnson, Jean Desberg and Frieda Abrams,
and one of their dependents, Jody Abrams, assert that the Chapter
11 Plan cannot be confirmed because it impermissibly seeks to
terminate their retiree benefits in clear violation of Section
1114 of the Bankruptcy Code.

Delta Dental Plan of Ohio, Inc. objects to the $0 cure amount
listed on the Cure Notice for the reason that it is inaccurate.
According to DDOH, the Debtor's payments for administrative fees
and claims reimbursement are current as of the date of the
Objection.  However, given the parties' payment arrangement, it
naturally follows that at any given point time, DDOH will be
entitled to reimbursement for any outstanding amounts for pending
claims, and any unpaid administrative fees as the Cure Amount
pursuant to Section 9.7 of the Plan.

                    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)


ALLEGRO UNLIMITED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Allegro Unlimited, Inc.
          dba Allegro Builders
        c/o Jones Morris, LLP
        2700 Post Oak Suite 1120
        Houston, Tx 77056
        Tel: (713) 589-5061

Bankruptcy Case No.: 10-33566

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Erin E. Jones, Esq.
                  Jones Morris, LLP
                  2700 Post Oak Suite 1120
                  Houston, TX 77056
                  Tel: (713) 589-5061
                  Fax: (713) 589-5513
                  E-mail: erin@jonesmorris.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txsb10-33566.pdf

The petition was signed by Lambert Arceneaux, president/director.


ALLISON TRANSMISSION: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of Allison Transmission, Inc.
(Allison) at B3.  In a related action, the rating of the senior
secured bank credit facility was affirmed at B2, and the ratings
of the senior unsecured notes were affirmed at Caa2.  The outlook
is changed to stable from negative.

The stable outlook incorporates the expectation of continuing
improvement in Allison's credit metrics over the intermediate-
term.  This improvement is expected to be supported by stabilizing
commercial vehicle build rates off of industry lows in 2009 and
the ongoing benefits of restructuring actions taken by the company
in 2009.  A meaningful portion of the market for commercial
vehicles equipped with automatic transmissions relies on municipal
budgets which are expected to be constrained over the near-term.
However, passenger and operator safety requirements should support
modest replacement demand.  Greater growth in commercial vehicle
orders and build rates continue to be expected in 2011 with
recovering economic conditions and the replacement needs of an
aging commercial vehicle fleet in North America.

The affirmation of Allison's B3 Corporate Family Rating reflects
the expectation that a modest recovery of commercial vehicle
production over the intermediate-term, from cyclical lows of 2009,
will continue and result in leverage consistent with the assigned
rating.  While Allison's debt/EBITDA (including Moody's standard
adjustments) as of the LTM period ending March 31, 2010, of
approximately 7.1x is high for the assigned rating, the company's
ability to generate EBITA/interest of about 1.7x is supportive of
the rating.  Moody's expects the company's leverage to modestly
improve as fleet operators replace aging fleets and economic
conditions in the U.S. continue to recover.  Moreover, Allison's
focus on automatic transmissions positions the company to benefit
from a less volatile segment of the commercial vehicle market
which includes: school buses, transit buses, pick-up and delivery
vehicles, dump trucks, garbage trucks, and emergency vehicles.

Allison is expected to maintain cash levels sufficient to support
an adequate liquidity profile over the near-term.  Cash balances
as of March 31, 2010 are lower than prior year levels, reflecting
cash used for opportunistic open-market repurchases of long term
debt which was more than offset by improving operating
performance.  Cash balances over the near-term are expected to
continue to benefit from the company's improving profitability
subsequent to the restructuring actions taken in 2009.  In
addition, liquidity support is provided by Allison's secured
revolving credit facility commitment which approximates
$317 million and remains undrawn as of March 31, 2010.  This
facility matures in August 2013 and the company faces only about
$31 million of required amortization under the term loans over the
coming twelve months.  The principal financial covenant is a total
senior secured leverage ratio test which tightens over the life of
the senior secured credit facility.  While covenant cushions will
likely reduce over the coming months, the company is expected to
have sufficient cushion to maintain operating flexibility.

These ratings are affirmed:

* Corporate Family Rating, at B3;

* Probability of Default, at B3;

* Secured revolving credit, at B2 (LGD-3, 37%);

* Senior secured term loan, at B2 (LGD-3, 37%);

* Senior unsecured 11% notes due 2015, at Caa2 (LGD-5, 89%);

* Senior unsecured 11 % toggle notes due 2015, at Caa2 (LGD-5,
  89%);

The last rating action on Allison was on January 20, 2009, when
the Corporate Family Rating was lowered to B3 and the outlook
changed to negative.

Allison Transmission, Inc., headquartered in Speedway, IN, designs
and manufactures automatic transmissions for commercial and
military vehicles.  Revenues in 2009 were roughly $1.8 billion.


ALMATIS BV: Has Prepackaged Plan of Reorganization
--------------------------------------------------
Simultaneously with its bankruptcy petition filing, Almatis B.V.
delivered to the U.S. Bankruptcy Court for the Southern District
of New York its Joint Prepackaged Plan of Reorganization and
Disclosure Statement on April 30, 2010.

The Prepackaged Plan is dated April 23, 2010, and constitutes a
separate Chapter 11 subplan for each of the Almatis Debtors
except DIC Almatis Holdco B.V. and DIC Almatis Midco B.V.

The primary purpose of the Plan is to effect a financial
reorganization of the claims of the Debtors' financial lenders.

The Debtors inform the Court that their operating business is
sound, but they are currently saddled with too much debt that
arose when they were acquired by the Dutch Co-op, an entity owned
by Dubai International Capital LLC.  That acquisition, which took
the form a leveraged buy-out, left the Debtors with more than
$1 billion in debt to the Lenders, Almatis Chief Executive Officer
Remco De Jong says.  Thus, the need to restructure the Almatis
business.

                  Corporate & Capital Structure

The ultimate parent of the Almatis Group is Dutch Co-op, a
cooperative entity incorporated under the laws of The
Netherlands.  Approximately 87% of the membership interests in
Dutch Co-op is held by DIC and its affiliate, GSEF Bulbul
(Cayman) Limited.  Several members of current and former senior
management in the Almatis Group hold the remaining membership
interests in Dutch Co-op.

As of April 6, 2010, Almatis B.V. and certain of U.S. and
European affiliates have total consolidated bank debt of
approximately $1,044,900,000.

Almatis is indebted under these prepetition credit arrangements:

  * First Lien Facilities.  Almatis B.V., Almatis US Holding,
    Inc., and Almatis Holdings GmbH are borrowers under a Senior
    and Second Lien Facilities Agreement, Term and Revolving
    Facilities, dated October 31, 2007.  Under the Senior Credit
    Facility, UBS Limited, as lead arranger, facility agent, and
    security trustee, for a group of lending parties that lent
    the Senior Facility Borrowers the principal amount of
    approximately EUR286 million in Euro term loans and
    approximately US$198 million in U.S. dollar term loans, and
    made available an aggregate principal amount of up to
    $50 million under two multicurrency credit facilities.

    Currently, the largest single holder of the debt issued
    under the First Lien Facilities are certain companies or
    investment funds owned or managed by Oaktree Capital
    Management, L.P.

    The Oaktree Entities hold, in the aggregate, about 46% of
    the First Lien Debt.

  * Swap Agreements.   Swap agreements include an ISDA Master
    Agreement dated as of January 4, 2008, between UBS Limited
    and Almatis B.V.; an ISDA Master Agreement dated as of
    January 4, 2008, between UBS AG, London Branch and Almatis
    Holdings GmbH; an ISDA Master Agreement dated as of
    January 4, 2008, between UBS AG, London Branch and Almatis
    US Holding Inc.; an ISDA Master Agreement dated as of
    January 14, 2008, between Almatis Holdings GmbH and
    Commerzbank Aktiengesellschaft; and an ISDA Master Agreement
    dated as of 20 March 2008, between Almatis B.V. and
    Commerzbank Aktiengesellschaft.

  * Senior Debt Outstanding; Prepetition Collateral.  As of
    April 6, 2010, the aggregate outstanding amount owed under
    the First Lien Facilities and the Swap Agreements, including
    accrued interest, was approximately $681.1 million,
    consisting of approximately $663.7 million owed under the
    First Lien Facilities and approximately $17.4 million owed
    under the Swap Agreements.

    Obligations under the Senior Credit Facility are guaranteed
    by DIC Almatis Bidco B.V.; Almatis Holdings 3 B.V.; Almatis
    Holdings 9 B.V.; Almatis B.V.; Almatis Holdings 7 B.V.;
    Almatis US Holding, Inc.; Almatis, Inc.; Almatis Asset
    Holdings LLC; Blitz F07-neunhundertsechzig-drei GmbH;
    Almatis Holdings GmbH; and Almatis GmbH.

    Obligations under the First Lien Facilities and the Swap
    Agreements are secured by first priority security interests
    on certain assets of the Senior Facility Borrowers and
    guarantors and first priority security interests in the
    equity of intermediate holding companies and certain
    operating subsidiaries of DIC Almatis Bidco B.V.  They are
    collectively referred to as the "Prepetition Collateral".

  * Letters of Credit/Guarantees.  Certain Almatis affiliates
    have, pursuant to the agreements related to the Senior
    Credit Facility, caused various letters of credit or
    Guarantees to be issued in favor of certain of their
    creditors.

    As of April 6, 2010, the total amount of those letters of
    credit and guarantees was approximately $1.3 million. Of
    this amount, approximately $0.9 million relates to a letter
    of credit issued by UBS Limited in favor of JPMorgan Chase
    Bank N.A. in connection with natural gas hedging; the
    balance relates to limited guarantees that have been issued.

  * Second Lien Facilities.  UBS Limited, as lead arranger,
    senior agent and security trustee, with other lender parties
    from time to time, including UBS AG, London Branch, also
    lent the Senior Facility Borrowers Euro term loans in the
    principal amount of approximately EUR52 million pursuant to
    the second lien subfacilities.

    As of April 6, 2010, the aggregate outstanding amount owed
    to the Second Lien Lenders under the Second Lien Facilities
    was approximately $77.7 million.  Under the terms of the
    Intercreditor Agreement, obligations under the Second Lien
    Facilities are secured by the Prepetition Collateral on a
    second priority basis.

  * Mezzanine Credit Facility.  Almatis B.V. and Almatis Holdings
    9 B.V. -- the Mezzanine Facility Borrowers -- are borrowers
    under a Mezzanine Facility Agreement dated October 31,
    2007.  UBS Limited is original lead arranger, original
    mezzanine agent, and security trustee for the group of
    lender parties signatory to the deal under the Mezzanine
    Credit Facility.  Wilmington Trust (London) Limited is the
    successor to UBS Limited as mezzanine agent.

    The Mezzanine Credit Facility consists of two Eurodollar
    term loan subfacilities in an aggregate principal amount of
    EUR121,536,218.

    The obligations under the Mezzanine Credit Facility are
    guaranteed by DIC Almatis Bidco B.V.; Almatis Holdings 3
    B.V.; Almatis Holdings 9 B.V.; Almatis B.V.; Almatis
    Holdings 7 B.V.; Almatis US Holding, Inc.; Almatis, Inc.;
    Almatis Asset Holdings LLC; Blitz F07-neunhundertsechzig-
    drei GmbH; Almatis Holdings GmbH; and Almatis GmbH.

    Under the terms of the Intercreditor Agreement, obligations
    under the Mezzanine Credit Facility are secured by the
    Prepetition Collateral on a third priority basis.

    As of April 6, 2010, the aggregate outstanding amount
    owed under the Mezzanine Credit Facility was approximately
    $200.6 million.

  * Junior Mezzanine Credit Facility.  DIC Almatis Bidco B.V. is
    the borrower under a junior mezzanine credit facility dated
    November 11, 2007.  UBS Limited is lead arranger, original
    junior mezzanine agent, and Security Trustee for the lender
    parties under the Junior Mezzanine Credit Facility.
    Wilmington Trust is the successor to UBS Limited as the
    junior mezzanine agent.

    The Junior Mezzanine Credit Facility consists of a Euro-
    denominated term loan facility in the principal amount of
    EUR1,699,560.

    Obligations under the Junior Mezzanine Credit Facility are
    guaranteed by DIC Almatis Midco B.V.; DIC Almatis Bidco
    B.V.; Almatis Holdings 3 B.V.; Almatis Holdings 9 B.V.; and
    Almatis B.V.

    Under the terms of the Intercreditor Agreement, obligations
    under the Junior Mezzanine Credit Facility are secured by a
    fourth priority pledge of the equity interests in Almatis
    Holdings 7 B.V.; Almatis B.V.; Almatis Holdings 9 B.V. and
    Almatis Holdings 3 B.V.; and by a first priority pledge of
    the equity interests in DIC Almatis Bidco B.V.  This is
    referred as the "Junior Mezzanine Facility Collateral."

    As of April 6, 2010, the aggregate amount outstanding
    under the Junior Mezzanine Credit Facility was approximately
    $80.6 million.

  * The Intercreditor Agreement.  The Senior Credit Facility, the
    Swap Agreements, the Mezzanine Credit Facility, and the
    Junior Mezzanine Credit Facility -- collectively, the
    Prepetition Credit Facilities -- are subject to an
    Intercreditor Agreement dated as of October 31, 2007,
    between the borrowers under the Prepetition Credit
    Facilities and UBS Limited, as Senior Agent, original
    mezzanine agent, original junior mezzanine agent, and
    Security Trustee, among others.

    The Intercreditor Agreement sets forth the relative ranking
    among the Prepetition Credit Facilities regarding rights and
    priority to payment and collateral and contains broad
    subordination and turnover provisions.

    Under the Intercreditor Agreement, the relative payment
    priorities among the Prepetition Credit Facilities are, in
    order of priority:

     1. the First Lien Debt and the Hedge Counterparty Debt;
     2. the Second Lien Debt;
     3. the Mezzanine Debt; and
     4. the Junior Mezzanine Debt.

  * Capitalized Finance Leases.  Almatis leases certain
    equipment under capitalized finance leases.

    As of April 6, 2010, approximately $7.8 million in debt was
    outstanding on equipment and other property subject to
    capitalized finance leases with various third parties.

  * Unsecured Trade Debt.  Almatis owe approximately $20 million
    in unsecured trade debt as of March 31, 2010.  This debt,
    all of which is current, arises from the provision of goods
    and services necessary to operation of the Debtors'
    business.

                        Almatis Valuation

Almatis engaged Moelis & Company, a financial advisory firm, to
prepare a valuation of its business enterprise.  Upon analysis,
Moelis concludes that the value of Almatis is approximately
$540 million, or approximately $140 million less than the amount
of the Senior Debt.

                        TERMS OF THE PLAN

Mr. De Jong relates that the Plan contemplates these provisions:

  1. A portion of the Senior Lender Claims owed to the Senior
     Lenders will be replaced with a New Senior Debt and a New
     Junior Debt.

  2. The Senior Lenders will receive the balance of their
     consideration related to the Senior Lender Claims in cash
     and through ownership of Equityco, a newly formed Dutch
     corporation, which will indirectly hold 100% of the
     Interests in the Reorganized Almatis B.V. and all of its
     subsidiaries, whether Reorganized Debtors or non-Debtors.

  3. Equityco will be owned primarily by the Senior Lenders,
     subject to warrants to be issued to the Second Lien Lenders
     and the Mezzanine Lenders, and to Management Instruments to
     be issued to participating members of senior management.

  4. The New Certificate of EquityCo will allow it to issue
     common shares.  EquityCo will also be authorized to issue
     warrants and management instruments.

  5. The New Senior Debt and the New Junior Debt will be
     Issued on the Plan Effective Date.

  6. As of the Plan Effective Date, the Debtors may obtain a
     revolving credit facility of up to $25 million under an
     Additional Facility.

               Classification of Claims & Interests

The Plan also designates claims and interests against the Debtors
into three unclassified classes and 10 classified classes:

Class      Description                      Projected Recovery
-----      -----------                      ------------------
N/A       Administrative Expense Claims               100.0%
N/A       Professional Compensation Claims            100.0%
N/A       Priority Tax Claims                         100.0%
1(a)-(k)  Other Priority Claims                       100.0%
2(a)-(k)  Senior Lender Claims               Option A: 87.0%
                                             Option B: 78.0%
3(a)-(k)  Second Lien Claims                            2.2%
4(a)-(k)  Mezzanine Claims                              0.0%
5(a)-(d)  Junior Mezzanine Claims                       0.0%
6(a)-(k)  Other Secured Claims                        100.0%
7(a)-(k)  General Unsecured Claims                    100.0%
8(a)-(d)  Impaired Intercompany Claims                  0.0%
8(e)-(k)  Unimpaired Intercompany Claims                N/A
9(a)-(k)  Subordinated Claims                           0.0%
10(a)-(d)  Interests in DIC Almatis BidCo B.V.,
            Almatis Holdings 3 B.V., Almatis
            Holdings 9 B.V. and Almatis B.V.            0.0%
10(e)-(k)  Other Interests                               N/A

Each holder of Class 2 Senior Lender Claims can elect to receive
either an Option A or Option B consideration:

  (a) The Option A Consideration consists of (i) New Senior Debt
      in a nominal amount equal to 80% of the principal amount
      of the holder's Senior Lender Claims, plus (ii) the Option
      A Cash Consideration of cash in an amount equal to 6.5% of
      the principal amount of that holder's Senior Lender
      Claim, plus (iii) an amount equal to the principal amount
      of the holder's Senior Lender Claims multiplied by US$0.01
      which will be applied towards a subscription for Equityco
      Shares at par.

  (b) The Option B Consideration consists of (i) New Junior Debt
      in a nominal amount equal to 45% of the principal amount
      of the holder's Senior Lender Claims, plus (ii) an amount
      equal to the principal amount of that holders' Senior
      Lender Claims multiplied by US$0.075 which will be applied
      towards a subscription for Equityco Shares at par.

Holders of Class 3 Second Lien Claims will receive a pro rata
share of the Equityco Class 3 Warrants, which are warrants or
similar instruments in Equityco that will entitle the holders to
3% of the amount by which the Equity Value exceeds $325,000,000.

Holders of Class 4 Mezzanine Claims will receive a pro rata share
of the Equityco Class 4 Warrants, which are warrants or similar
instruments in Equityco that will entitle the holders to 2% of
the amount by which the Equity Value exceeds $400,000,000.

Class 1 Other Priority Claims, Class 6 Other Secured Claims,
Class 7 General Unsecured Claims, Class 8(e)-(k) Intercompany
Claims, and Class 10(e)-(k) Interests are Unimpaired under the
Plan and are expected to accept the Plan.

Class 5(a)-(d) Junior Mezzanine Claims, Class 8(a)-(d)
Intercompany Claims, Class 9(a)-(k) Subordinated Claims, and
Class 10(a)-(d) Interests are Impaired under the Plan and are not
entitled to any distribution.

                       Enterprise Value

The valuation conducted by Moelis & Company for the Debtors
demonstrates that the estimated midpoint of the reorganization
value of the Reorganized Debtors is $540 million and the equity
value of the Reorganized Debtors is $135.2 million.  A plan
effective date of June 30, 2010, is assumed under the valuation
analysis.

                       Plan Alternatives

The Debtors believe that any alternative to confirmation of the
Plan, including conversion of the Chapter 11 Cases to cases
under Chapter 7 of the Bankruptcy Code, or liquidation under the
laws of a foreign jurisdiction, would diminish the value of the
Debtors' business and assets, result in significant delays,
litigation and additional costs and substantially lower, and in
certain cases eliminate entirely, the recoveries for Holders of
Allowed Claims.

                        Plan Exhibits

The Debtors attached to the Disclosure Statement several exhibits
related to the Plan.  They include copies of (i) the Liquidation
Analysis, which sets forth estimated recoveries in a chapter 7
liquidation of the Debtors, as compared to estimated recoveries
under the Plan; (ii) the Projections, which sets forth the
analysis, and related financial projections, showing that, after
the Effective Date, the Debtors will be able to fund its ongoing
business and debt service obligations and will likely not require
further financial reorganization; (iii) the Senior Debt
Distribution; (iv) the Plan Support Agreement; (v) the Debt Term
Sheet; (vi) the Equity Term Sheet; (vii) the MIP Term Sheet;
(viii) the Bonus Term Sheet; (ix) the Implementation Memorandum;
(x) the KEIP Term Sheets; (xii) the form of the Disbursing Agent
Agreement; and (xiii) the Proposed Confirmation Order.

Full-text copies of the Almatis Prepackaged Plan and Disclosure
Statement are available for free at:

      http://bankrupt.com/misc/ALMATIS_PrepackdPlan.pdf
      http://bankrupt.com/misc/ALMATIS_DisclosureStatement.pdf

Full-text copies of the Plan Exhibits are available for free at:

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

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of $500 million to $1 billion and debts of more
than $1 billion as of the bankruptcy filing.

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.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  & German
Counsel: Linklaters LLP is the special English and German counsel
and De Brauw Blackstone Westbroek N.V. is Dutch counsel.  Epiq
Bankruptcy Solutions, LLC, serves as claims and notice agent.


ALMATIS BV: Proposes Combined Hearing on Prepack Plan on June 10
----------------------------------------------------------------
Almatis B.V. and its debtor affiliates prepared a Joint
Prepackaged Plan of Reorganization and Disclosure Statement dated
April 23, 2010.  The Plan is the result of efforts the Debtors
undertook to effect a restructuring of their businesses.

Specifically, the current Plan is the result of the negotiations
the Debtors engaged in with their senior lenders and Oaktree
Capital Management, L.P.  The Debtors reached a Plan Support
Agreement with the Senior Lenders, whereby holders of more than
2/3 of the outstanding principal amount of the Senior Lender
Claims agreed to vote in favor of the Plan.

Shortly after the PSA was finalized, the Debtors solicited votes
on the Plan through the Disclosure Statement before the Petition
Date.

Accordingly, the Debtors filed for voluntary Chapter 11 petitions
in the U.S. Bankruptcy Court for the Southern District of New
York on April 30, 2010, to obtain approval of the Plan.

By this motion, the Debtors ask the Court to schedule a combined
hearing to consider the adequacy of the Disclosure Statement and
confirmation of the Plan on June 10, 2010.

The Debtors aver that a combined hearing in their Chapter 11
cases would promote judicial economy and their expedient
reorganization.

At the Combined Hearing, the Debtors intend to ask the Court to
find that the Disclosure Statement contains "adequate
information" pursuant to Section 1125 of the Bankruptcy Code.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, in
New York, asserts that the Disclosure Statement contains
descriptions and summaries of, among other things:

  (i) the Plan;

(ii) certain events preceding the commencement of the Chapter
      11 cases;

(iii) claims asserted against the Debtors' estates;

(iv) funding under the Plan;

  (v) risk factors affecting the Plan;

  (v) liquidation analysis setting forth the estimated return
      that holders of claims and equity interests would receive
      in a hypothetical Chapter 7 case;

(vi) financial projections that would be relevant to creditors'
      determinations of whether to accept or reject the Plan;
      and

(vii) certain federal tax law consequences of the Plan.

In addition, the Disclosure Statement was the subject of review
and comment by, among others, the holders of Senior Lender
Claims, Mr. Rosenthal adds.

"The Court should also confirm the Plan," the Debtors aver.

The Debtors intend to seek confirmation of the Plan at the
Combined Hearing.  They insist that the Plan they have proposed
satisfies all of the requirements for confirmation under the
Bankruptcy Code.

The Debtors expect to file a Confirmation Brief (i) demonstrating
that the Plan satisfies each requirement for confirmation, and
(ii) responding to objections to confirmation, if any.

                       SOLICITATION SCHEDULE

Almatis B.V. and its debtor affiliates commenced on April 23,
2010, the solicitation of acceptances of a Joint Prepackaged Plan
of Reorganization and Disclosure Statement they prepared.

The Debtors initiated the solicitation process right after they
reached a Plan Support Agreement with their senior prepetition
lenders.

By this motion, the Debtors ask the Court to approve the
solicitation, balloting, tabulation and related activities they
have undertaken and completed with respect to the Plan prior to
the Petition Date.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, in
New York, relates that the Solicitation Package distributed by
the Debtors contained a copy of the Plan, the Disclosure
Statement, the proposed Confirmation Order, the appropriate
Ballots and a letter in support of the Plan signed by certain
supporting Senior Prepetition Lenders.

The Solicitation Package identified April 6, 2010, as the record
date for determining which holders of claims were entitled to
vote on the Plan.

                        Voting Deadline

In accordance with Section VII.A.2 of the Prepack Standing Order
and applicable non-bankruptcy law, the Debtors seek to set
5:00 p.m. prevailing U.S. Eastern Time on May 7, 2010, as the
deadline for holders of claims entitled to vote to accept or
reject the Plan.

By virtue of the Plan Support Agreement, the Debtors believe that
accepting votes from holders of approximately 75% in amount of
the claims in each of Classes 2(a)-(k) will be received by the
Voting Deadline.

               Plan/Disclosure Statement Objections

The Debtors also seek that the Court direct all objections to the
Disclosure Statement and Plan be filed and served so as to be
received no later than 4:00 p.m. prevailing Eastern Time, on
June 2, 2010.

They urge the Court to require that all objections to
the Disclosure Statement and Plan:

  -- be in writing;

  -- comply with the Bankruptcy Rules, the Local Bankruptcy
     Rules, and other case management rules and orders of the
     Court;

  -- state the name and address of the objecting party, and the
     nature and amount of any claim or interest asserted by the
     objecting party against the estate or property of the
     Debtors;

  -- state with particularity the legal and factual basis for
     the objections, and, if applicable, a proposed
     modification to the Plan that would resolve the objection;
     and

  -- be filed with the Clerk of the Court and served upon these
     parties so as to be actually received by the Objection
     Deadline: (i) the Office of the U.S. Trustee; (ii) counsel
     to the Debtors, Gibson Dunn & Crutcher LLP, 200 Park
     Avenue, New York, NY 10166, Attn: Michael A. Rosenthal and
     Janet M. Weiss; and (iii) any person who have filed a
     request for notice in the Chapter 11 Cases pursuant to
     Rule 2002 of the Federal Rules of Bankruptcy Procedure.

                     Tabulation Procedures

Separate claims held by a single creditor in a particular class
were aggregated and treated as if that creditor held one claim in
that class.

Creditors were required to vote all of their claims within a
particular class.  Vote splitting is not allowed.

Ballots are not counted if (i) they indicate both an acceptance
or rejection of any Subplan, or (ii) they fail to indicate an
acceptance or rejection of any Subplan.  Improperly executed,
unsigned, illegible and late filed Ballots are also not counted.

The last properly executed Ballot received before the Voting
Deadline will be deemed to reflect the voter's intent and
supersede any prior Ballots.

                      Plan-Related Notices

The Debtors have asked for the Court to set a combined hearing on
June 10, 2010, for the approval of the Disclosure Statement and
confirmation of the Plan.

In this light, the Debtors ask the Court to authorize them to
serve a combined notice of the commencement of the Chapter 11
cases and the Combined Hearing on their creditors no later than
two business days after the entry of the Scheduling Order.

The Debtors also propose to publish a notice of the Combined
Hearing in The Wall Street Journal and any other publication they
deem necessary.

The Debtors further seek that they not be required to distribute
copies of the Disclosure Statement and the Plan to the Unimpaired
Classes, who are deemed to have accepted the Plan; and the
Impaired Rejecting Classes, who are deemed to have rejected the
Plan.  Instead, the Debtors seek to send these parties the
Combined Hearing Notice, which sets forth the manner in which
copies of the Plan and Disclosure Statement may be obtained.

                   Objections to Cure Amounts

To aid in the implementation of the Plan, the Debtors seek to
establish procedures for determining cure amounts owed under
contracts and leases that will be assumed under the Plan.

The Debtors will cause to serve on counterparties by May 21,
2010, a Notice of Contracts to be assumed under the Plan.  The
Cure Notice will set forth the cure amount the Debtors believe
must be paid to cure all monetary defaults under the Assumed
Contracts.

The Counterparties will have until June 2, 2010, to object to a
proposed cure amount or proposed assumption of a Contract or
Lease.  The Cure Objection must be in writing and must specify
the cure obligations being objected to.

If no timely Cure Objection is timely filed, the counterparty to
an Assumed Contract or Lease is deemed to have consented to the
assumption of the Contract or Lease.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of $500 million to $1 billion and debts of more
than $1 billion as of the bankruptcy filing.

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.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  & German
Counsel: Linklaters LLP is the special English and German counsel
and De Brauw Blackstone Westbroek N.V. is Dutch counsel.  Epiq
Bankruptcy Solutions, LLC, serves as claims and notice agent.


ALMATIS BV: Wants June 29 Extension for Schedules & Statements
--------------------------------------------------------------
Almatis B.V. and its affiliated debtors sought and obtained
permission from Judge Glenn to file their schedules of assets and
liabilities and statement of financial affairs no later than
June 29, 2010.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its (i)
schedules of assets and liabilities; (ii) schedules of current
income and expenditures; (iii) schedules of executory contracts
and unexpired leases; and (iv) statements of financial affairs
within 15 days after its bankruptcy filing.

The Debtors' attorney, Michael Rosenthal, Esq., at Gibson Dunn &
Crutcher LLP, in New York, said the Debtors would not be able to
complete the schedules and statements within the required time
period due to the size and complexity of their business
operations, and the limited number of employees available to do
the task.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of $500 million to $1 billion and debts of more
than $1 billion as of the bankruptcy filing.

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.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  & German
Counsel: Linklaters LLP is the special English and German counsel
and De Brauw Blackstone Westbroek N.V. is Dutch counsel.  Epiq
Bankruptcy Solutions, LLC, serves as claims and notice agent.


AMERICAN MORTGAGE: Files Schedules of Assets & Liabilities
----------------------------------------------------------
American Mortgage Acceptance Company has filed with the U.S.
Bankruptcy Court for the Southern District of New York its
schedules of assets and liabilities, disclosing:

  Name of Schedule                     Assets         Liabilities
  ----------------                     ------         -----------
A. Real Property                           $0
B. Personal Property               $6,366,680
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                               $0
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $119,968,443
                                  -----------         ------------
TOTAL                              $6,366,680         $119,968,443

New York-based American Mortgage Acceptance Company filed for
Chapter 11 bankruptcy protection on April 26, 2010 (Bankr.
S.D.N.Y. Case No. 10-12196).  Carol A. Felicetta, Esq., at
Reid and Riege, P.C., and Sherri D. Lydell, Esq., and Teresa
Sadutto-Carley, Esq., at Platzer, Swergold, Karlin, Levine
Goldberg & Jaslow, LLP, assist the Company in its restructuring
effort.  According to the schedules, the Company says that assets
total $6,366,680 while debts total $119,968,443.


AMERICAN MORTGAGE: Section 341(a) Meeting Scheduled for June 1
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of American
Mortgage Acceptance Company's creditors on June 1, 2010, at
2:30 p.m.  The meeting will be held at Office of the United States
Trustee, 80 Broad Street, Fourth Floor, New York, NY 10004-1408.

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.

New York-based American Mortgage Acceptance Company filed for
Chapter 11 bankruptcy protection on April 26, 2010 (Bankr.
S.D.N.Y. Case No. 10-12196).  Carol A. Felicetta, Esq., at
Reid and Riege, P.C., and Sherri D. Lydell, Esq., and Teresa
Sadutto-Carley, Esq., at Platzer, Swergold, Karlin, Levine
Goldberg & Jaslow, LLP, assist the Company in its restructuring
effort.  According to the schedules, the Company says that assets
total $6,366,680 while debts total $119,968,443.


AMERISAFE INC: A.M. Best Affirms Debt Ratings at 'bb'
-----------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of A-
(Excellent) and issuer credit ratings (ICR) of "a-" of Amerisafe
Insurance Group (Amerisafe) and its members.  Amerisafe includes
American Interstate Insurance Company, Silver Oak Casualty, Inc.
and American Interstate Insurance Company of Texas (Austin, TX),
all operating subsidiaries of AMERISAFE, Inc. [NASDAQ: AMSF].
Concurrently, A.M. Best has affirmed the ICR of "bbb-" and debt
ratings of AMERISAFE, Inc.  The outlook for all ratings is
positive.  All companies are domiciled in DeRidder, LA, unless
otherwise specified.  (See below for a detailed listing of the
companies and ratings.)

The ratings reflect Amerisafe's excellent capitalization, strong
operating profitability, which outperforms the group's peer
composite over the long term, its established market presence and
experience operating as a workers' compensation market for high
hazard risks.  The group's solid operating performance has been
driven by its strong underwriting results given management's
adherence to prudent underwriting and pricing discipline, focused
loss control and safety programs and active claims management,
which have allowed for favorable reserve development trends in
recent years.

These positive factors are somewhat offset by Amerisafe's product
concentration and historical adverse loss reserve development,
which caused earnings volatility in earlier years.  The positive
rating outlook reflects A.M. Best's expectation that strong
underwriting and operating results will be sustained over the near
term, and capitalization will remain well supportive of
Amerisafe's ratings.

These debt ratings have been affirmed:

AMERISAFE, Inc.:

  -- "bb" on $25.8 million subordinated trust preferred
     securities, due 2033

  -- "bb" on $10.3 million subordinated trust preferred
      securities, due 2034


APADANA INVESTMENTS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Apadana Investments, Inc.
        P.O. Box 3592
        Ponte Vedra Beach, FL 32004

Bankruptcy Case No.: 10-03705

Chapter 11 Petition Date: April 30, 2010

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

Debtor's Counsel: Raymond B. LaBella, Esq.
                  Keystone Law Group
                  1665 Kingsley Avenue, Suite 108
                  Orange Park, FL 32073
                  Tel: (904) 541-1643
                  Fax: (904) 541-1676
                  E-mail: rlabella@labellalaw.com

Scheduled Assets: $2,829,534

Scheduled Debts: $5,117,494

A list of the Company's 8 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-03705.pdf

The petition was signed by M. Reza Samiian, chief restructuring
officer.


AVIS BUDGET: Dollar Thrifty Open to "Substantially Higher Offer"
----------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., on Tuesday said it has
informed Avis Budget Group that it is prepared to entertain a
"substantially higher offer" to acquire the Company.

"Consistent with its obligations under the Hertz merger agreement
and with its fiduciary obligations to shareholders, the Dollar
Thrifty board has communicated to Avis Budget that the board is
prepared to entertain a `substantially higher offer' to acquire
Dollar Thrifty as proposed by Avis Budget on May 3," according to
a statement by Dollar Thrifty.

"Separately, Dollar Thrifty said that it regrets that Avis Budget
in its May 3 letter mischaracterized prior events and interactions
between the two companies.  Furthermore, Avis Budget's letter
erroneously calculated the breakup fee with respect to the
Hertz/Dollar Thrifty merger agreement, which at 3.5 percent of
transaction value, is customary and consistent with precedent
transactions.  Additionally, Dollar Thrifty believes that the
other provisions of its merger agreement with Hertz are entirely
customary and consistent with applicable law."

"While it is Dollar Thrifty's policy not to comment on matters
such as those to which the Avis Budget letter pertains, the
Company believed that a departure from its policy was necessary in
light of the inaccuracies contained in Avis Budget's letter."

Avis on Monday sent a letter to the Board of Directors of Dollar
Thrifty regarding Dollar Thrifty's proposed transaction with Hertz
Global Holdings, Inc.  Avis Budget said it has hired Citigroup as
financial advisor and Kirkland & Ellis LLP as legal counsel to
advise on a possible deal with Dollar Thrifty.

As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock.  Under the
terms of the definitive agreement, the $41.00 per share purchase
price is comprised of 80% cash consideration and 20% stock
consideration.  The cash portion will be paid in two components;
(1) a $200 million special cash dividend representing
approximately $6.88 per share, to be paid by Dollar Thrifty
immediately prior to the transaction closing and (2) $25.92 per
share to be paid by Hertz at the closing.  The stock is at a fixed
exchange ratio of 0.6366 per share, based upon a Hertz common
stock closing price of $12.88 per share on April 23, 2010.  The
$41.00 per share purchase price represents approximately a 19%
premium to the 30-day average closing price of Dollar Thrifty's
common stock.  At the closing, Hertz will issue an aggregate of
approximately 18 million shares of its common stock (excluding
shares issuable upon the exercise of options that are being
converted to Hertz options) and pay an aggregate of approximately
$750 million in cash (excluding the special $200 million Dollar
Thrifty dividend).  Hertz intends to fund the cash portion of the
purchase price with existing liquidity from the combined company.
Hertz will also assume or refinance Dollar Thrifty's existing
fleet debt, outstanding at closing.  Upon the close of the
transaction, Dollar Thrifty stockholders will own approximately
5.5% of the combined company on a diluted basis.  Dollar Thrifty
will become a wholly-owned subsidiary of Hertz and Dollar Thrifty
common stock will cease trading on the NYSE.

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

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

                       About Avis Budget Group

Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries.  Through its Avis and Budget brands, the Company is a
leading vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has more than 22,000 employees.

At December 31, 2009, the Company had $10.093 billion in total
assets against total current liabilities of 1.284 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.033 billion, and liabilities under vehicle programs of
$5.828 billion, resulting in stockholders' equity of $222 million.

                           *     *     *

As reported by the Troubled Company Reporter on February 19, 2010,
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental LLC to Positive from Negative.  The company's
ratings remain unchanged -- Corporate Family Rating at B2;
Probability of Default Rating at B2; senior secured credit
facilities at Ba3; senior unsecured at Caa1; and Speculative Grade
Liquidity rating at SGL-3.  The change in outlook reflects the
considerable improvement that continues to take place in Avis'
operating, competitive, and funding environment.

As reported by the TCR on February 4, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Avis Budget
Group Inc. to 'B+' from 'B-'.  S&P also raised the other ratings
on the company by two notches, and the recovery ratings on the
company's secured and unsecured debt remain unchanged.

DBRS has commented that the ratings of Avis Budget Group,
including its Issuer Rating of B (high) are unaffected following
the Company's announcement of 4Q09 earnings results.  The trend on
all ratings is Stable.

                       About Dollar Thrifty

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

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

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


AVIS BUDGET: Taps Citi & Kirkland to Advise on Hertz-DTAG Deal
--------------------------------------------------------------
Avis Budget Group, Inc., on Monday sent a letter to the Board of
Directors of Dollar Thrifty Automotive Group, Inc., regarding
Dollar Thrifty's proposed transaction with Hertz Global Holdings,
Inc.

Avis Budget has hired Citigroup as financial advisor and Kirkland
& Ellis LLP as legal counsel to advise on a possible deal with
Dollar Thrifty.

As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock.

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

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

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

A full-text copy of the letter that Avis Budget sent to Dollar
Thrifty's Chairman, Thomas P. Capo, and President and Chief
Executive Officer, Scott L. Thompson:

     May 3, 2010

     Thomas P. Capo, Chairman, and
     Scott L. Thompson, President and Chief Executive Officer
     Dollar Thrifty Automotive Group, Inc.
     5330 East 31st Street
     Tulsa, OK 74135

     Dear Scott and Tom,

     I was very surprised by your April 26 announcement that you
     had signed a definitive agreement to be acquired by Hertz for
     approximately $41 per share, of which only about $34 is being
     funded by Hertz itself.  This is particularly true given
     that, on April 19, a mere week before the Hertz announcement,
     Scott and I agreed to meet for dinner on April 28 to discuss
     a transaction between our companies, which you cancelled
     after the Hertz announcement.

     As you know, we at Avis Budget have on several occasions in
     the past expressed interest in entering into a transaction
     with Dollar Thrifty, yet at no stage over the last several
     months did you or your financial advisor engage us in any
     discussions about a transaction or offer to provide us with
     information so that we might submit a bid.  I spoke with your
     financial advisor in early April to reiterate our interest in
     a potential transaction between our companies and to try to
     arrange a meeting, yet neither they nor you engaged us in any
     substantive discussions or communicated your interest in
     Dollar Thrifty being acquired in the near term.  It is hard
     to understand how your failure to engage in discussions with
     an interested strategic buyer, who you know also would be
     able to achieve significant synergies as a result of a
     combination, can be consistent with the fiduciary duties that
     you and your board carry to seek the best possible deal for
     your shareholders.

     This failure is all the more surprising given that, at the
     time you signed a definitive agreement to be acquired at
     virtually no premium, you clearly had knowledge that
     published earnings estimates for Dollar Thrifty were well
     below the updated guidance that you were going to provide as
     part of your first-quarter earnings announcement after the
     signing.  Given that the Hertz offer is primarily cash, your
     shareholders, in addition to being offered virtually no
     premium to a stock price that did not reflect favorable
     non-public information, would have little opportunity to
     participate in the substantial upside associated with your
     improving results, the combination-related synergies or the
     substantial upside we all see as the industry recovers from
     its recent lows.

     Now that we and our advisors have had access to the terms of
     the merger agreement, we are astonished that you have
     compounded these shortcomings by agreeing to aggressive
     lock-up provisions, such as unlimited recurring matching
     rights plus an unusually high break-up fee (more than 5.25%
     of the true transaction value, as described by your own
     financial advisor), as a deterrent to competing bids that
     could only serve to increase the value being offered to your
     shareholders.  Given the complete failure to conduct a
     pre-signing market-check of the virtually no-premium deal
     with Hertz, such preclusive defensive measures are clearly
     not supportable in this situation.

     We would like to make a substantially higher offer to acquire
     Dollar Thrifty, especially in light of your recent
     performance and the potential synergies associated with an
     acquisition of Dollar Thrifty by Avis Budget.  We are
     confident that the antitrust analysis and clearance timetable
     for an Avis/Dollar Thrifty transaction are comparable to
     those associated with a Hertz/Dollar Thrifty transaction.  We
     request access to legal, financial and business due diligence
     information relating to Dollar Thrifty, including access to
     management, so that we can formulate and submit such an
     offer.  In that regard, we would be prepared to sign an
     appropriate non-disclosure agreement.  We also request that
     the egregious provisions of the merger agreement be
     eliminated so that a level playing field can be created.

     We look forward to the opportunity to engage in productive
     discussions with the board of directors of Dollar Thrifty to
     allow its shareholders the opportunity they deserve to
     realize the full value of their investments in Dollar
     Thrifty.

     Sincerely,

     /s/ Ronald L. Nelson
     Ronald L. Nelson

     Chairman and Chief Executive Officer

     Avis Budget Group, Inc.

     cc: Board of Directors of Dollar Thrifty Automotive
         Group, Inc.

                       About Avis Budget Group

Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries.  Through its Avis and Budget brands, the Company is a
leading vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has more than 22,000 employees.

At December 31, 2009, the Company had $10.093 billion in total
assets against total current liabilities of 1.284 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.033 billion, and liabilities under vehicle programs of
$5.828 billion, resulting in stockholders' equity of $222 million.

                           *     *     *

As reported by the Troubled Company Reporter on February 19, 2010,
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental LLC to Positive from Negative.  The company's
ratings remain unchanged -- Corporate Family Rating at B2;
Probability of Default Rating at B2; senior secured credit
facilities at Ba3; senior unsecured at Caa1; and Speculative Grade
Liquidity rating at SGL-3.  The change in outlook reflects the
considerable improvement that continues to take place in Avis'
operating, competitive, and funding environment.

As reported by the TCR on February 4, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Avis Budget
Group Inc. to 'B+' from 'B-'.  S&P also raised the other ratings
on the company by two notches, and the recovery ratings on the
company's secured and unsecured debt remain unchanged.

DBRS has commented that the ratings of Avis Budget Group,
including its Issuer Rating of B (high) are unaffected following
the Company's announcement of 4Q09 earnings results.  The trend on
all ratings is Stable.

                       About Dollar Thrifty

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

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

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


AVISTAR COMMUNICATIONS: Annual Stockholders' Meeting on June 10
---------------------------------------------------------------
The 2010 annual meeting of stockholders of Avistar Communications
Corporation will be held on June 10, 2010, at 10:00 a.m. Pacific
Daylight Savings Time, at 1875 S. Grant Street, 10th Floor, in San
Mateo, California, for these purposes:

     1. To elect six directors to serve until the next Annual
        Meeting or in each case until his successor is duly
        elected and qualified;

     2. To approve the amendment and restatement of the Company's
        bylaws;

     3. To approve the 2010 Employee Stock Purchase Plan;

     4. To approve a stock option exchange program pursuant to
        which eligible holders of stock options will be offered
        the opportunity to exchange their eligible options to
        purchase shares of common stock outstanding under the
        Company's existing equity incentive plans, for a smaller
        number of new options at a lower exercise price;

     5. To ratify the appointment of Burr Pilger Mayer, Inc., as
        the Company's independent registered public accounting
        firm for the fiscal year ending December 31, 2010; and

     6. To transact such other business as may properly come
        before the Annual Meeting including any motion to adjourn
        to a later date to permit further solicitation of proxies,
        if necessary, or before any adjournment or postponement
        thereof.

Stockholders of record at the close of business on April 12, 2010,
are entitled to attend and vote at the meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?614e

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

As of March 31, 2010, the Company had total assets of
$2.070 million against total liabilities of $5.120 million,
resulting in stockholders' deficit of $3.050 million.


AVISTAR COMMUNICATIONS: Posts $10.2-Mil. Net Income for Q1 2010
---------------------------------------------------------------
Avistar Communications Corporation reported financial results for
the three months ended March 31, 2010:

     -- Total revenue was $14.8 million, as compared to
        $2.6 million for the quarter ended March 31, 2009.  The
        increase was primarily due to the license and sale of
        patents for $14.0 million which was recognized as revenue
        in the first quarter of 2010.

     -- Operating expense was $3.7 million for the first quarter
        of 2010, as compared to $2.9 million for the quarter ended
        March 31, 2009.  The increase was due primarily to
        additional investments in product development and
        engineering to develop new products in the Unified
        Communications (UC) and Virtual Desktop Infrastructure
        (VDI) markets.

     -- Net income in the first quarter of 2010 was $10.2 million,
        or $0.26 per basic and diluted share, as compared to a net
        loss of $415,000, or a loss of $0.01 per basic and diluted
        share, in the first quarter of 2009.

     -- Cash and cash equivalents balance as of March 31, 2010,
        was $688,000.  Cash generated from operations during the
        three months ended March 31, 2010, was $10.6 million,
        compared to cash used in operations of $1.2 million for
        the three months ended March 31, 2009.

     -- Adjusted EBITDA profit for the three months ended
        March 31, 2010, was $10.9 million compared to an adjusted
        EBITDA profit of $194,000 for the same period in 2009.

     -- Avistar's total debt balance was $1.1 million on March 31,
        2010, a significant reduction from $11.3 million at
        December 31, 2009.

     -- Avistar's revolving line of credit limit was reduced to
        $5.0 million in March 2010 from $11.3 million on
        December 31, 2009.

As of March 31, 2010, the Company had total assets of
$2.070 million against total liabilities of $5.120 million,
resulting in stockholders' deficit of $3.050 million.

Bob Kirk, CEO of Avistar, said, "This quarter saw the completion
of a significant license and sale of patents for $14.0 million
which puts Avistar in a prime position to quickly bring its
compelling new products into the Unified Communications and
Virtual Desktop Infrastructure markets.  The solutions we are
developing, with expected releases in the second and third quarter
of this year, quadruple the number of Avistar products and
components available to our customers, distributors, and licensing
partners in 2010.  Many of these solutions make Avistar a unique
player in the unified communications and virtual desktop
industries which we believe will give us an important first mover
advantage."

Mr. Kirk continued, "Additionally, we recently expanded our focus
on signing new technology licensing partners and have established
discussions with a variety of technology vendors (OEMs) which
could allow them to deliver superior video-enabled products."

"Finally, the proceeds from patent portfolio sales and licensing
allowed us to retire most of our outstanding debt. The improvement
in our balance sheet provides us the needed working capital to
ensure the completion of our product engineering efforts currently
underway and accelerate delivery of our new products and
solutions."

Mr. Kirk added, "With a backlog of contracted revenue from our
existing licensing partners, a strong, experienced management team
in place, a growing product and component portfolio, a leveraged
distribution strategy, inroads in the technology licensing arena,
a stronger balance sheet, and the increased interest in the value
of visual communication within businesses globally, we aim to gain
significant market share over the course of 2010 and emerge as a
leader within the high growth commercial desktop visual
communications industry."

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


AVISTAR COMMUNICATIONS: Panel Approves Restricted Stock Unit Grant
------------------------------------------------------------------
The Compensation Committee of Avistar Communications Corporation
approved a Restricted Stock Unit Grant to the Company's CEO Robert
Kirk for 300,000 shares under the 2009 Equity Incentive Plan,
effective April 21, 2010.  Subject to continued employment, the
grant vests two years after the grant date or April 21, 2012.

Vesting is subject to pro-rata acceleration in the event of
termination for reasons other than a voluntary resignation or
termination for cause and 100% acceleration upon a change in
control of Avistar.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At December 31, 2009, the Company had total assets of $1,956,000
against total liabilities of $15,570,000, resulting in
stockholders' deficit of $13,614,000.  At December 31, 2008, the
Company had stockholders' deficit of $14,629,000.


BAHRAM HEKMATNIA: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bahram Hekmatnia
        11732 Pala Mesa Dr
        Northridge, CA 91326

Bankruptcy Case No.: 10-15131

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Aurora Talavera, Esq.
                  The Aurora Law Group
                  633 W 5th St, Suite 26066
                  Los Angeles, CA 90071
                  Tel: (213) 223-2085
                  Fax: (213) 596-3737

Scheduled Assets: $686,750

Scheduled Debts: $1,064,887

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-15131.pdf

The petition was signed by Bahram Hekmatnia.


BEAZER HOMES: Moody's Raises Corporate Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service raised the ratings of Beazer Homes USA,
Inc., including its corporate family rating and probability of
default rating to Caa1 from Caa2.  At the same time, Moody's
assigned a Caa2 rating to the company's new $300 million of senior
unsecured notes due 2018, proceeds of which will be used for debt
repurchases, including a call of notes due in 2012, and affirmed
the ratings on the company's senior secured notes at B1 and
existing senior unsecured notes at Caa2.  The speculative grade
liquidity rating is also affirmed at SGL-3.  The outlook is
revised to stable from negative.

The upgrade to Caa1 follows Beazer's announcement on May 3, 2010
of its intention to raise $450 million of debt and equity,
proceeds of which will be used for debt repurchases, including a
call of its $300 million of senior unsecured notes due in 2012 and
its $150 million of convertible notes due 2024.  These
transactions, if completed, along with the company's $150 million
debt and equity issuance on January 12, 2010 (proceeds of which
were used to retire $127 million of senior notes due 2011), will
have the effect of pushing out Beazer's nearest-term debt maturity
to 2013 (from 2011), lowering Moody's-adjusted debt leverage to
less than 75% (from nearly 90% at March 31, 2009), and increasing
its net worth position to nearly $500 million.  In addition, the
Caa1 rating is supported by Moody's expectation that Beazer has
reduced costs sufficiently that it will continue to reduce losses
in fiscal 2010 and may turn profitable late this year or early
next fiscal year with some additional volume increases.
Impairments and other charges are likely to be less material from
this point, given the company's improving gross margin
performance, stabilizing pricing environment, and increasing
absorptions.

At the same time, the corporate family rating reflects Moody's
expectation that Beazer's cash flow performance will weaken in
2010 and be followed by an even weaker 2011, as the benefits of
inventory liquidation have largely played out.  Moody's is also
projecting that the company will generate a pre-impairment
operating loss in 2010.  Finally, although the company has
identified and capped its ultimate exposure to the investigations
of its mortgage origination business by the U.S. Attorney's Office
in the Western District of North Carolina and by various other
federal and state agencies, there still remains additional
potentially unquantifiable charges for the lawsuit that has been
filed against the company pertaining to ERISA claims.

The stable rating outlook reflects Moody's belief that the
industry's fundamental credit conditions have stabilized although
they remain weak, that Beazer's liquidity position has improved
such that it should be able to navigate the next several years
without a significant need for capital, and that the company will
continue to strengthen its debt leverage even as it pursues
additional growth opportunities during the next few years.

The outlook and/or ratings could come under pressure if the
company were to deplete its cash reserves either through sharper-
than-expected operating losses or through a sizable investment or
other transaction.  The outlook and/or ratings could improve if
the company were to become and remain profitable, maintain
adequate liquidity, continue to grow its tangible equity base, and
reduce adjusted debt leverage to below 65%.

As a result of the proposed note issuance, these rating actions
were taken:

* Caa2 (LGD4, 61%) assigned to the proposed $300 million of senior
  unsecured notes due 2018;

* Corporate family rating raised to Caa1 from Caa2;

* Probability of default rating raised to Caa1 from Caa2;

* Senior secured notes affirmed at B1 (LGD2, 11%) vs.  B1 (LGD2,
  10%);

* Senior unsecured notes affirmed at Caa2 (LGD4, 61%) vs.  Caa2
  (LGD4, 59%);

* Speculative grade liquidity assessment affirmed at SGL-3.

All of Beazer's debt is guaranteed by its principal operating
subsidiaries.

Moody's most recent announcement concerning the ratings for Beazer
was on September 1, 2009, at which time Moody's assigned a B1
rating to the company's proposed senior secured notes and affirmed
its existing ratings.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc., is one
of the country's ten largest single-family homebuilders with
operations in 16 states.  Homebuilding revenues and consolidated
net income for the 12 months ended December 31, 2009, were
approximately $990 million and ($61) million, respectively.


BERNARD MADOFF: Picower Estate to Pay $2-Bil. to Settle Suit
------------------------------------------------------------
The Wall Street Journal's Amir Efrati, citing a court order,
reports that the estate of Jeffry Picower, an investor in Bernard
Madoff's Ponzi scheme who died last fall, is expected soon to pay
at least $2 billion to other Madoff investors burned by the fraud.
The settlement would end a lawsuit filed by the Madoff trustee
last year that sought $7.2 billion from Mr. Picower.

The Journal reports the potential recovery from the settlement
would more than the double the $1.5 billion gathered so far by a
trustee representing investors.

According to the report, William Zabel, Esq., a lawyer for the
Picower estate, said the $2 billion is approximately the amount
Mr. Picower and other entities associated with him withdrew from
Mr. Madoff's investment firm in the six years before it collapsed,
in December 2008.  Mr. Zabel, the report relates, has said the
trustee has a strong claim to that money under bankruptcy law.

The report says Mr. Zabel and Marc Hirschfield, Esq., a lawyer for
the trustee, declined to comment about the potential settlement
terms.

                   About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)


BERNARD MADOFF: Florida Class Action Suits Stayed
-------------------------------------------------
Bankruptcy Law360 reports that a federal bankruptcy judge has
stayed putative class actions launched by two Florida residents
who fell victim to Bernard Madoff's Ponzi scheme against fellow
investors who profited from the scheme before its collapse, saying
the trustee in the case is the party responsible for seeking and
redistributing the funds.  Judge Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York on Monday
granted a motion by the trustee for the liquidation of Bernard
Madoff, according to Law360.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)


BERNIE'S DISCOUNT: Files for Chapter 7 Liquidation
--------------------------------------------------
According to wfsb.com, Bernie's Discount Oil filed for Chapter 7
bankruptcy protection after separate lawsuits seeking damages
against the Company were filed by Clark Oil LLC, Hess Oil and
Global Companies.  Bernie's Discount is an oil distributor.


BLOOMINGTON HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Bloomington Hospitality Group LLC
        322 Susan Drive, Suite A
        Normal, IL 61761

Bankruptcy Case No.: 10-71420

Chapter 11 Petition Date: April 30, 2010

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

Judge: Mary P. Gorman

Debtor's Counsel: Sumner Bourne, Esq.
                  411 Hamilton Blvd #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  E-mail: sbnotice@mtco.com

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

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

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

The petition was signed by Devang H. Patel, managing member.


BRENT NICHOLSON: Section 341(a) Meeting Scheduled for June 2
------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Brent
Nicholson and Mary Nicholson's creditors on June 2, 2010, at
10:30 a.m.  The meeting will be held at the US Courthouse, Room
4107, 700 Stewart Street, Seattle, WA 98101.

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.

Seattle, Washington-based Brent Nicholson and Mary Nicholson filed
for Chapter 11 bankruptcy protection on April 22, 2010 (Bankr.
W.D. Wash. Case No. 10-14522).  Richard G. Birinyi, Esq., at
Bullivant Houser Bailey PC, assists the Company in its
restructuring effort.  The Company listed $10,821,599 in assets
and $78,442,255 in liabilities.


BRISTOL DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Bristol Development Group, LLC
        P.O. Box 1037
        Columbia, MO 65205

Bankruptcy Case No.: 10-20914

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: David G. Brown, Esq.
                  1714 Brandeis Ct., Suite A
                  Columbia, MO 65203
                  Tel: (573) 777-1188
                  Fax: (800) 906-6199
                  E-mail: dbrown@brown-law-office.com

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

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

The petition was signed by Jose L. Linder, managing member.

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


BROWN PUBLISHING: Case Summary & Unsecured Creditors
----------------------------------------------------
Debtor: The Brown Publishing Company
        10222 Alliance Road
        Cincinnati, OH 45242

Bankruptcy Case No.: 10-73295

Chapter 11 Petition Date: April 30, 2010

About the Business: 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.

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

Judge: Alan S. Trust

Debtor's Counsel: Edward M. Fox, Esq.
                  K&L Gates LLP
                  599 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 536-3900
                  Fax: (212) 536-3901
                  E-mail: edward.fox@klgates.com

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

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

The petition was signed by Roy Brown, president and chief
executive officer.

Debtor-affiliates filing separate Chapter 11 petition:

         Entity                         Case No.     Petition Date
         ------                         --------     -------------
The Brown Publishing Company            --                 4/30/10
Brown Media Holdings Company            10-73292           4/30/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Troy Daily News Inc.                    --                 4/30/10
SC Biz News, LLC                        --                 4/30/10
ARG, LLC                                --                 4/30/10
Utah Business Publishers, LLC           --                 4/30/10
Texas Business News, LLC                --                 4/30/10
Brown Business Ledger, LLC              10-73298           4/30/10
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Upstate Business News, LLC              --                 4/30/10
Dan's Papers, Inc.                      10-73291           4/30/10
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Texas Community Newspapers, Inc.        --                 4/30/10
Business Publications, LLC              --                 4/30/10
Brown Publishing, Inc., LLC             --                 4/30/10
Boulder Business Information, Inc.      10-73297           4/30/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
The Delaware Gazette Company            --                      --

Brown Publishing Co.'s List of 20 Largest Unsecured Creditors:

         Entity                    Nature of Claim    Claim Amount
         ------                    ---------------    ------------
Abitibi Consolidated Sales Corp    Trade Debt             $296,256
1228 Paysphere Circle
Chicago, IL 60674

White Birch Paper Co.              Trade Debt             $219,150
dba Papier Masson Ltee
P.O. Box 513056
Philadelphia, PA 19175-3056

Page Cooperative                   Trade Debt             $195,680
P.O. Box 95000-1270
Philadelphia, PA 19195-0001

Associated Press                   Trade Debt              $53,139
AP Newspaper Services

Ohio Newspapers Association        Trade Debt              $30,077

Post Printing Company Inc.         Trade Debt              $27,014

Publishing Business Systems        Trade Debt              $26,975

PCMall Business Solutions          Trade Debt              $25,367

Dispatch Consumer Services, Inc.   Trade Debt              $24,949

B & B Paper Converters Inc.        Trade Debt              $24,758

C A I Insurance Agency Inc.        Trade Debt              $22,960

CIK Enterprises LLC                Trade Debt              $21,952
Trace Communications LLC

Roosevelt Paper Company            Trade Debt              $20,714

King Features Syndicate            Trade Debt              $17,011

Staples Business Advantage         Trade Debt              $16,893

Impression Inks Ltd                Trade Debt              $14,785

Advantage Marketing Consultants    Trade Debt              $12,589

Alliance of Area Business          Trade Debt              $12,413
Publications

Good News                          Trade Debt              $12,000

CBIZ Mahoney Cohen                 Trade Debt              $10,278

A copy of Brown Business Ledger's list of 15 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-73298.pdf

There are no creditors holding unsecured claims against the Brown
Media Holdings Company.

A copy of Boulder Business' list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-73297.pdf

A copy of the Dan's Papers' list of 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-73291.pdf


BUILDERS FIRSTSOURCE: Posts $31 Million Net Loss for 1st Quarter
----------------------------------------------------------------
Builders FirstSource Inc. reported a $31.3 million net loss on
$161.3 million of sales for three months ended March 31, 2010,
compared with a $30.5 million net loss on $159.5 million of sales
for the same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$491.0 million in total assets and $282.4 million in total
liabilities, for a $218.6 million stockholders' equity.

A full-text copy of the Company's Form 10-Q for the quarterly
period ended March 31, 2010, is available for free at:

             http://ResearchArchives.com/t/s?6147

                  About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

                           *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Builders FirstSource Inc., a manufacturer
and supplier of building products for new residential
construction, to 'CCC+' from 'SD'.  The outlook is positive.


BULLOCH HOUSE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bulloch House of Warm Springs, Inc.
        c/o Salina Newton, Receiver
        233 12th Street, Suite 621C
        Columbus, GA 31901

Bankruptcy Case No.: 10-40556

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Stephen G. Gunby, Esq.
                  P.O. Box 1846
                  Columbus, GA 31902
                  Tel: (706) 324-3448
                  Fax: (706) 327-3958
                  E-mail: sggunby@bellsouth.net

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

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

A list of the Company's 3 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gamb10-40556.pdf

The petition was signed by Salina Newton, Receiver.


CANWEST GLOBAL: LP Entities Propose Claims Procedures
-----------------------------------------------------
Canwest Limited Partnership/Canwest Societe en Commandite and
certain of its subsidiaries sought and obtained approval of the
Ontario Superior Court of Justice to implement a process for
identifying and quantifying claims against them.

"The LP Entities and FTI Consulting Canada Inc., the court-
appointed monitor, have determined that the sale and investor
solicitation process which is currently underway could possibly
result in proceeds in excess of the amount of the LP Entities'
senior lenders' claim (less a $25 million discount)," an April 12
statement issued by the LP Entities said.

"On that basis, LP Entities with the support of the monitor
requested and received court approval to initiate a claims
procedure for certain specified claims against the LP Entities,"
the statement said.

The claims process aims to determine in particular the voting and
distribution rights of affected creditors in case a plan of
arrangement or compromise is proposed by the LP Entities,
according to Lyndon Barnes, Esq., at Osler Hoskin & Harcourt LLP,
in Toronto, Ontario.

                         Claims Process

Under the process, the LP Entities will solicit claims filed
against them arising before or on January 8, 2010; and claims
stemming from the restructuring, disclaimer, resiliation,
termination or breach of any agreement on or after January 8,
2010.

Trade creditors and other parties that have claims against the LP
Entities arising on or before January 8, 2010, are required to
submit a proof of claim to FTI by May 7, 2010.  Creditors holding
claims arising after January 8, 2010, are required to provide a
proof of claim to FTI 21 business days after being provided a
claim notice form.

Creditors that fail to file a proof of claim by the deadline will
not be entitled to vote at the meeting of creditors regarding the
plan proposed by the LP Entities or participate in the
distribution under the plan.  Their claims will also be forever
extinguished and barred.

The claims process does not include all claims filed against the
LP Entities.  Claims excluded from the process are:

  (1) claims secured by any of the charges defined in the
      initial order dated January 8, 2010;

  (2) claims against any director or officer of the LP Entities;

  (3) insured legal claims;

  (4) claims of current or former employees including grievance
      and pension claims but not including claims of
      participants under the Southam Executive Retirement
      Arrangements (SERA) and Retirement Compensation
      Arrangement (RCA), and employees whose salary continuance
      was stayed on January 8, 2010;

  (5) claims of LP Entities' hedging creditors and secured
      Lenders -- the senior lenders;

  (6) claims of LP Entities' debtor-in-possession lenders;

  (7) intercompany claims; and

  (8) claims of the Bank of Nova Scotia arising from the
      provision of cash management services to the LP Entities.

FTI is required to assist the LP Entities in the administration
of the claims process, which include determining the claims of
creditors; determining and notifying parties whether adjudication
and resolution of claims are required; and the referral of a
particular claim to a claims officer or the Canadian Court.

                    No Resolution of Claims

Depending on the outcome of Phase 2 of the sale and investor
solicitation process (SISP), the need and rationale for
adjudicating and resolving the claims against the LP Entities may
cease to exist.  No steps will be taken to resolve those claims
unless:

  (1) Phase 2 is completed and FTI, CRS Inc., the LP Entities
      and the administrative agent agree that the resolution of
      the claims is required to close a superior offer selected
      pursuant to the SISP;

  (2) following the closing of the selected superior offer, FTI,
      CRS and the LP Entities determine that the resolution of
      the claims is required to facilitate the distribution of
      any proceeds of the selected superior offer to general
      unsecured creditors of the LP Entities; or

  (3) directed by further order of the Canadian Court.

If a determination is made that resolution of claims is required
either after the completion of Phase 2 or following the closing
of any selected superior offer, FTI will inform LP Entities'
Creditors of its determination by posting a notice of it on its
Web site.

A full-text copy of the document providing the timelines for the
implementation of the claims process is available at:

              http://researcharchives.com/t/s?60b8

                  Appointment of Claims Officer

In connection with the implementation of the claims process, the
Canadian Court appointed Edward Saunders and Coulter Osborne as
claims officers.

As claims officers, Messrs. Saunders and Osborne are tasked to
determine the validity and amount of disputed claims, and to
determine whether the claim or a portion of it constitutes an
excluded claim.   They are also tasked to determine all
procedural matters that may arise in connection with the
determination of those claims.

In return for their services, the claims officers will be
entitled to compensation and reimbursement of expenses, which
will be paid by the LP Entities.

                      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).


CANWEST GLOBAL: Reports $46MM Net Loss for 3 Months Ended Feb. 28
-----------------------------------------------------------------
Canwest Global Communications Corp. reported financial results for
its second quarter and six months ended February 28, 2010, that
reflect an improving advertising market and the benefits of lower
operating costs.

For the second quarter ended February 28, 2010, the Company
reported consolidated revenue of $479 million and operating profit
of $94 million, which were down 3% and up 750% respectively when
compared to the same period in the previous year.  Consolidated
revenue and operating profit for the second quarter of fiscal 2009
included results of the Company's second conventional television
broadcast network which were sold or closed as of August 31, 2009.
On a comparable basis, excluding results of these operations and
restructuring and broadcast rights impairments, consolidated
revenue and operating profit for the second quarter of fiscal 2010
increased by 1% and 36% respectively.

For the six month period ended February 28, 2010, the Company
reported consolidated revenue of $1,049 million and operating
profit of $296 million, which, compared to the same period in the
previous year, were down 7% and up 122% respectively.  On a
comparable basis, excluding the results of the Company's second
conventional television broadcast network operations and the
recovery of CRTC Part II fees and other non-recurring items,
consolidated revenue and operating profit for the six month period
of fiscal 2010 decreased by 3% and increased by 25%, respectively.

  In millions of
  dollars, except       Three months ended     Six months ended
  per share amts.       February 28            February 28
  ---------------       ------------------     -------------------
                    2010   2009  Change     2010   2009  Change
                    ----   ----  ------     ----   ----  ------
Reported Consolidated
Results

Revenue               479    493     (3%)   1,049  1,128     (7%)

Revenue excluding
second television
network               479    475      1%    1,049  1,084     (3%)

Operating profit
before non-recurring
items & excluding
second television
network                94     69     36%      270    215     25%

Operating profit       94     11    750%      296    133    122%

Net earnings (loss)
from continuing
operations            (46)(1,354)              28 (1,407)

EPS from continuing
operations          (0.26) (7.62)            0.16  (7.92)

Net earnings (loss)   (46)(1,436)             606 (1,472)

EPS                 (0.26) (8.08)            3.41  (8.29)

For the three and six months ended February 28, 2010, Canwest
reported a net loss of $46 million and net earnings of
$606 million respectively.  In the first quarter of fiscal 2010,
Canwest realized a gain from the sale of its interest in Ten
Network Holdings Limited of $578 million.

"For the quarter, on a comparable basis, the Company reported
marginal top line growth which reflects improvement in the
advertising environment in both television broadcasting and
publishing businesses," John Maguire, Canwest's Chief Financial
Officer said.  "The growth in operating profit also reflects the
success of steps taken by the Company over the last year to
improve the competitive position of both businesses through the
reduction of operating expenses."

                        Segment Results

Publishing

Revenue for the Company's Publishing operations for the second
quarter was $254 million, 1% lower than revenue of $258 million
for the same period in fiscal 2009.  Publishing's operating profit
of $41 million for the second quarter was up 28% from $32 million
for the same period in fiscal 2009.  For the six months ended
February 28, 2010, revenue was $541 million and operating profit
was $111 million, down 9% and up 5% respectively from the same
periods last year.  The declines in revenue for the second quarter
and six month period in the current fiscal year were offset by a
respective 5% and 12% reduction in operating expenses as
management continued to strictly control operating costs.

Television

Television operations, including the CW Media's specialty
television operations reported second quarter revenue of
$225 million, down 5% compared to the same period in the previous
year.  On a comparable basis, excluding revenue from the
Company's second conventional television broadcast network from
the prior year, second quarter revenue was up 3%.  Operating
profit in the second quarter was $56 million, up 66% compared to
$34 million for the same period in the previous year.  Excluding
the results from the Company's second conventional television
broadcast network from the prior year, second quarter operating
profit was up 28%.

For the six months ended February 28, 2010, Television revenue was
$510 million down 5% from the same period last year.  On a
comparable basis, excluding revenue from the Company's second
conventional television broadcast network from the prior year,
revenue for the six months ended February 28, 2010, was up 3%.
Operating profit for the six months ended February 28, 2010, was
$166 million, up 59% compared to $104 million for the same period
in the previous year.  Excluding the results from the Company's
second conventional television broadcast network from the prior
year, operating profit was up 34% for the six months ended
February 28, 2010.

Highlights

    * Television (including CW Media) results continue to
      reflect industry-leading revenue performance in specialty
      and conventional television.

    * This winter, Canwest had 3 of the top 10 and 6 of the top
      15 specialty analog television channels, with History at
      No. 4 in the Adult 25-54 demographic (2).

    * Canwest maintained its dominance of specialty digital
      television channels, with 7 of the top 10 digital channels
      including the top 2 channels and recently-launched DIY
      channel ranked at #8 in the Adult 25-54 demographic (2).

    * The Canadian Radio-television and Telecommunications
      Commission introduced a "value for signal regime" which
      would allow broadcasters to negotiate for compensation
      from cable and satellite companies for the carriage of
      their signals.  The CRTC has referred, on an expedited
      basis, the issue of its jurisdiction on value for signal
      to the Federal Court of Appeal.  In addition, the CRTC
      introduced measures to improve programming flexibility on
      conventional television broadcast stations and specialty
      television services, and opened up new revenue streams
      through video-on-demand.

    * Canwest Publishing's weekly readership, print and online,
      topped 4 million, up 2.1% according to the 2009 NADbank
      readership study.  The readership study also found that
      weekly online readership was up 20% overall. All of
      Canwest's metro daily newspapers experienced online
      readership growth and 8 out of 10 experienced overall
      readership growth.

                     Canwest Restructuring

LP Entities

Canwest Limited Partnership and certain of its affiliates are in
default under the terms of their senior secured credit facilities,
senior subordinated unsecured credit facility and senior
subordinated unsecured notes indenture as a result of, among other
things, discontinuing interest and principal payments effective in
May 2009 and failure to satisfy the demand for immediate repayment
of their obligations related to certain hedging derivative
instruments which were terminated as a consequence of the
foregoing defaults.

On January 8, 2010, the LP Entities entered into an agreement with
the administrative agent under their senior secured credit
facilities to support a financial restructuring plan.  To enable
an orderly financial restructuring, the LP Entities voluntarily
filed for and successfully obtained creditor protection under
Companies' Creditors Arrangement Act from the Ontario Superior
Court of Justice (Commercial List).

The proposed financial restructuring transaction was approved by
members of the senior secured lending syndicate representing 89%
in principal amount of the LP Entities' senior secured obligations
and represented the culmination of lengthy arm's length
discussions between the LP Entities and their senior secured
lenders.

The LP Entities and the senior secured lenders have entered into a
Support Agreement and have negotiated an Acquisition and
Assumption Agreement together with a Plan of Compromise or
Arrangement in respect of the senior secured lenders' claims which
have been filed with the Court.

In addition, the LP Entities have engaged RBC Capital Markets to
conduct a comprehensive sale and investor solicitation process
within the restructuring proceeding to canvass the market for
superior offers for the LP Entities' business than the one put
forth by the AA Agreement and the Plan.  On March 12, 2010 the
SISP moved into Phase 2, as Phase 1 produced a number of
qualifying non-binding indications of interest for all of the LP
Entities' business and property.  The prospective purchasers
and/or investors that submitted qualified non-binding indications
of interest in Phase 1 have been invited to participate in Phase
2 of the SISP.  Phase 2 includes management presentations, site
visits and further due diligence, following which interested
parties will be asked to submit binding transaction proposals.
Phase 2 will continue until April 30, 2010.

Should the SISP fail to produce a superior offer, under the Plan
and the proposed AA Agreement, a new company incorporated by the
senior secured lenders and the senior secured lenders would
transfer the senior secured debt to Acquireco in exchange for debt
and equity in Acquireco.  Subject to obtaining the necessary
approvals, Acquireco would then acquire substantially all of the
LP Entities' assets and assume certain of their operating
liabilities in satisfaction of the senior secured debt (less a
discount of $25 million which will remain an unsecured claim of
Acquireco.)

The LP Entities' operations will continue uninterrupted during the
financial restructuring, with operating cash flow projected to be
sufficient to fund ongoing operations.  In addition, the LP
Entities have arranged debtor-in-possession financing of up to
$25 million from members of the senior secured lenders.

Over time, the broadcasting and publishing businesses will begin
to operate more independently of one another; however the
businesses have put into place mechanisms that will permit them
to continue to work collaboratively, by mutual consent, in areas
where it makes sense for their customers and it provides a
business advantage to their respective operations.

CMI Entities

Canwest and certain of its subsidiaries (excluding the LP
Entities, CW Investments Co. and its subsidiaries, and certain
other of the Company's subsidiaries) are in default under the
terms of the indenture governing the 8% senior subordinated
unsecured notes issued by Canwest Media Inc. as a consequence of
the non-payment of interest due.  On October 5, 2009, the CMI
Entities entered into a support agreement with an ad hoc
committee of holders of the 8% Notes representing over 70% of the
8% Notes which set out the terms and conditions of a proposed
recapitalization transaction.

On October 6, 2009, pursuant to the Recapitalization Agreement,
the CMI Entities voluntarily applied for and successfully obtained
an order from the Court providing creditor protection under the
CCAA.

The CMI Entities have secured up to $100 million in DIP financing
from CIT Business Credit Canada Inc., which together with
liquidity provided from certain of the net proceeds received on
the sale of the Company's 50.1% shareholding in Ten Network
Holdings Limited, is expected to be sufficient to fund the
operations of the CMI Entities until the completion of the
proposed recapitalization transaction.

The terms of the Recapitalization Agreement require that an equity
investment in Restructured Canwest by one or more Canadian
investors be completed on or prior to the completion of the
proposed restructuring transaction.  On February 12, 2010, the
Company announced it had entered into a subscription agreement
with Shaw Communications Inc. pursuant to which Shaw will make an
equity investment in a restructured Canwest, a support agreement
with Shaw and the Ad Hoc Committee and an amendment agreement to
the Recapitalization Agreement with the Ad Hoc Committee.  On
February 19, 2010, the Court granted an order approving and
authorizing the Company to enter into these agreements and the
agreements became effective.

Together, these agreements set out the terms and conditions of the
proposed recapitalization of the CMI Entities.  The support of the
proposed recapitalization by the Ad Hoc Committee and by Shaw is
subject to the satisfaction of a number of conditions and the
agreements may be terminated under certain circumstances.

Under the Subscription Agreement, Shaw has agreed to purchase
$95 million in voting shares of Restructured Canwest, representing
a minimum 20% equity interest and an 80% voting interest upon its
emergence from the CCAA proceedings.

The Amended Recapitalization Agreement provides that the affected
creditors of the CMI Entities whose claims are compromised under
the proposed plan of arrangement, including the holders of the 8%
Notes, would receive either an equity interest in a restructured
Canwest or cash payments in amounts equal to the value of the
equity interest that they would otherwise have received.  Affected
creditors that would otherwise be entitled to receive at least 5%
of the equity of a restructured Canwest may elect to receive
equity in full satisfaction of their claims.  All other affected
creditors would receive cash payments.

Canwest's existing shareholders would receive cash payments in
exchange for their shares equivalent in the aggregate to 2.3% of
the implied equity value of a restructured Canwest.

Shaw has agreed to fund these cash payments in exchange for
additional voting shares of a, restructured Canwest, which would
result in Shaw's equity interest increasing above the initial
20%.  Members of the Ad Hoc Committee will have the right to
participate with Shaw in the funding of the additional
commitment.

On March 9, 2010, certain subsidiaries of Goldman Sachs Capital
Partners brought a motion in the Ontario Court of Appeal for leave
to appeal the Court's order sanctioning the agreement with Shaw,
which has yet to be adjudicated and has been resisted by the
Company.  In the event that the motion for leave to appeal is
granted, the appeal would be permitted to proceed.

Canwest will not be hosting a quarterly conference call/audio
webcast to discuss its second quarter fiscal 2010 results.

Canwest Global Communications Corp.'s financial statements and
Management's Discussion and Analysis for the three and six months
ended February 28, 2010 are available on the Company's Web site:

                     http://www.canwest.com

Financial statements and Management's Discussion and Analysis for
the three and six months ended February 28, 2010, for Canwest
Media Inc. can be found on www.canwest.com

Financial statements and Management's Discussion and Analysis for
the three and six months ended February 28, 2010, for Canwest
Limited Partnership can be found on http://www.canwest.com

              CANWEST GLOBAL COMMUNICATIONS CORP.
                 Business Segment Information
                          (Unaudited)
              (In Thousands of Canadian Dollars)

                                    For the three months ended
                                           February 28,
                                      2010            2009
                                                    (Revised)
                                   ----------------------------
REVENUE
Publishing                             C$254,418      C$257,729
Television
Canada                                   125,946        148,795
CW Media                                  98,928         87,459
Total television                         224,874        236,254
Intersegment revenue                        (612)          (549)
                                        ---------      ---------
CONSOLIDATED REVENUE                   C$478,680      C$493,434
                                        =========      =========

OPERATING PROFIT
Publishing                              C$41,358       C$32,432
Television
Canada                                     6,648          2,240
CW Media                                  49,846         31,830
Total television                          56,494         34,070
Corporate and other                       (4,159)        (7,659)
                                        ---------      ---------
                                           93,693         58,843
                                        ---------      ---------
Restructuring expenses                       120        (18,189)
Broadcast rights write-downs                   -        (29,620)
Settlement of regulatory fees                  -              -
                                        ---------      ---------
OPERATING PROFIT                        C$93,813       C$11,034
                                        =========      =========

                                     For the six months ended
                                           February 28,
                                      2010            2009
                                                    (Revised)
                                   ----------------------------
REVENUE
Publishing                             C$540,835      C$592,704
Television
Canada                                   296,942        342,694
CW Media                                 213,026        193,558
Total television                         509,968        536,252
Intersegment revenue                      (1,458)        (1,178)
                                        ---------      ---------
CONSOLIDATED REVENUE                 C$1,049,345    C$1,127,778
                                        =========      =========

OPERATING PROFIT
Publishing                             C$111,154      C$106,284
Television
Canada                                    51,753         27,946
CW Media                                 114,181         76,113
Total television                         165,934        104,059
Corporate and other                       (7,325)       (14,863)
                                        ---------      ---------
                                          269,763        195,480
                                        ---------      ---------
Restructuring expenses                    (1,722)       (32,695)
Broadcast rights write-downs              (1,737)       (29,620)
Settlement of regulatory fees             29,416              -
                                        ---------      ---------
OPERATING PROFIT                       C$295,720      C$133,165
                                        =========      =========

             CANWEST GLOBAL COMMUNICATIONS CORP.
         Consolidated Statements of Earnings (Loss)
                         (Unaudited)
(In thousands of Canadian dollars except as otherwise noted)

                                    For the three months ended
                                           February 28,
                                      2010            2009
                                   ----------------------------
Revenue                                C$478,680      C$493,434
Operating expenses                       384,987        434,591
Restructuring expenses (reversals)          (120)        18,189
Broadcast rights write-downs                   -         29,620
Settlement of regulatory fees                  -              -
                                       ---------      ---------
                                          93,813         11,034

Amortization of intangible assets           1,608          1,607
Amortization of property and equipment     19,081         21,059
Other amortization                             77             93
Operating income (loss)                    73,047        (11,725)
Interest expense                          (48,685)       (66,650)
Accretion of long-term liabilities        (33,091)        (9,829)
Interest income                               173            223
Interest rate and foreign currency
swap gains (losses)                            -         (1,731)
Foreign currency exchange gains (losses)   20,604        (15,878)
Investment gains, losses and write-downs      (43)        (2,353)
Impairment loss on property and equipment       -        (10,333)
Impairment loss on intangible assets            -       (185,108)
Impairment loss on goodwill                     -       (895,110)
                                        ---------      ---------
                                           12,005     (1,198,494)
Reorganization items Canwest
Media entities                           (25,713)        (1,599)
Reorganization items Canwest
LP entities                              (30,940)             -
                                        ---------      ---------
                                          (44,648)    (1,200,093)

Provision for (recovery of) income taxes   (2,023)       150,044
Earnings (loss) before the following      (42,625)    (1,350,137)
Minority interest                          (3,647)        (3,644)
Interest in earnings of equity
accounted affiliates                         194            340
Realized foreign currency translation
adjustments                                    -           (216)
                                        ---------      ---------
Net earnings (loss) from continuing
operations                               (46,078)    (1,353,657)
                                        ---------      ---------
Gain from sale of discontinued operations       -              -
Loss from discontinued operations               -        (81,857)
                                        ---------      ---------
Net earnings (loss) from discontinued
operations                                     -        (81,857)
                                        ---------      ---------
Net earnings (loss) for the period      (C$46,078)  (C$1,435,514)
                                        =========      =========

                                   For the six months ended
                                          February 28,
                                      2010            2009
                                                    (Revised)
                                   ----------------------------
Revenue                               C$1,049,345    C$1,127,778
Operating expenses                        781,319        932,298
Restructuring expenses (reversals)          1,722         32,695
Broadcast rights write-downs                    -         29,620
Settlement of regulatory fees             (29,416)             -
                                        ---------      ---------
                                          295,720        133,165

Amortization of intangible assets           5,116          3,215
Amortization of property and equipment     38,045         40,541
Other amortization                            155            188
Operating income (loss)                   252,404         89,221
Interest expense                         (101,168)      (136,625)
Accretion of long-term liabilities        (65,843)       (38,062)
Interest income                             1,004            351
Interest rate and foreign currency
swap gains (losses)                            -         40,698
Foreign currency exchange gains (losses)   86,036        (83,379)
Investment gains, losses and write-downs      670         (3,516)
Impairment loss on property and equipment       -        (10,333)
Impairment loss on intangible assets       (3,142)      (185,108)
Impairment loss on goodwill                     -       (895,110)
                                        ---------      ---------
                                          169,961     (1,221,863)
Reorganization items Canwest
Media entities                           (87,734)        (1,599)
Reorganization items Canwest
LP entities                              (40,076)             -
                                        ---------      ---------
                                           42,151     (1,223,462)

Provision for (recovery of) income taxes    2,243        174,467
Earnings (loss) before the following       39,908     (1,397,929)
Minority interest                         (11,599)        (9,586)
Interest in earnings of equity
accounted affiliates                          94            555
Realized foreign currency translation
adjustments                                    -           (216)
                                        ---------      ---------
Net earnings (loss) from continuing
operations                                28,403     (1,407,176)
                                        ---------      ---------
Gain from sale of discontinued operations 578,059              -
Loss from discontinued operations               -        (65,282)
                                        ---------      ---------
Net earnings (loss) from discontinued
operations                               578,059        (65,282)
                                        ---------      ---------
Net earnings (loss) for the period      C$606,462   (C$1,472,458)
                                        =========      =========

                      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).


CANWEST GLOBAL: Wins Canada Nod to Pay Executive Bonuses
--------------------------------------------------------
Canwest Limited Partnership/Canwest Societe en Commandite and
certain of its subsidiaries obtained an order from the Ontario
Superior Court of Justice:

(a) authorizing them, subject to availability under the LP DIP
     Facility, the LP DIP Definitive Documents and the Approved
     Cash Flow, to make payments not to exceed a maximum
     aggregate amount of $1 million to employees with the prior
     consent of FTI Consulting Canada Inc., the Court-appointed
     monitor under the proceeding under the Companies'
     Creditors Arrangement Act and The Bank of Nova Scotia in
     its capacity as administrative agent for the senior
     lenders to the Limited Partnership;

(b) approving the schedule of proposed employee payments and
     authorizing the LP Entities to make the payments;

(c) amending the initial order issued on January 8, 2010, as
     necessary to reflect recent changes to the management
     of the LP Entities;

(d) approving amendments to LP Entities' management incentive
     plan and the employee special arrangements, and authorizing
     the LP Entities to enter into the agreements and make
     payments as contemplated under the incentive plan and the
     special arrangements;

(e) increasing the size of the LP MIP Charge to a maximum
     aggregate amount of $4.3 million that the key employees
     under the LP MIP and the special arrangements are entitled
     to the benefit of the LP MIP Charge to secure amounts
     owing to them under the LP MIP and the special
     arrangements;

(f) authorizing the LP Entities to enter into a consulting
     agreement with Dennis Skulsky; and

(g) authorizing Douglas E.J. Lamb to execute the Consulting
     Agreement on behalf of the LP Entities.

               Payment to London Life Sought

Canwest Limited Partnership/Canwest Societe en Commandite and
certain of its subsidiaries sought and obtained approval of the
Ontario Superior Court of Justice to pay their rent for an office
building to London Life Insurance Company.

The LP Entities intend to pay $994,936, which they incurred for
the period October 1, 2009 to January 7, 2010.

The LP Entities currently lease the Edmonton Journal Building
located in Edmonton, Alberta, pursuant to a 1991 lease contract
between LLIC and Southam Inc.  The contract was assumed by the LP
Entities after Canwest acquired Southam's assets in 2000.

FTI Consulting Inc., the monitor appointed to oversee the assets
of the LP Entities, said the payment will keep the lease in "good
standing" and advance the LP Entities' restructuring objectives
by ensuring the stability of their business and the leased
property.

"In order to subsequently assign the [lease] to a purchaser of
the LP Entities' assets, all monetary defaults under the [lease]
will have to be remedied," FTI said in its 6th monitor report.
The firm said that the LP Entities intend to exercise their
option to acquire the property after the lease contract expires.

Pursuant to the contract, within 30 days after the 35th year of
the renewal term, the LP Entities may elect to have title to the
property transferred to them upon payment of administrative costs
for $1.56 million, among other things.

                      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).


CAPE COD INVESTMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Cape Cod Investment and Real Estate, LLC
        16 Bank Street
        Harwich, MA 02646

Bankruptcy Case No.: 10-14619

Chapter 11 Petition Date: April 29, 2010

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

Judge: William C. Hillman

Debtor's Counsel: Michael Goldstein, Esq.
                  Law Office of Goldstein and Clegg, LLC
                  220 Broadway, Suite 205
                  Lynnfield, MA 01940
                  Tel: (781) 595-3800
                  E-mail: info@goldsteinandclegglaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Joseph Campanini, member.


CATALYST PAPER: Reports Results of Shareholders' Meeting
--------------------------------------------------------
The Annual and Special Meeting of Holders of Common Shares of
Catalyst Paper Corporation was held April 28, 2010.  At the
meeting, nine nominees were elected as directors for the ensuing
year or until their successors are elected or appointed.  The
newly elected directors are:

     (a) Thomas S. Chambers;
     (b) Gary Collins;
     (c) Michel Desbiens;
     (d) William F. Dickson;
     (e) Benjamin C. Duster IV;
     (f) Richard Garneau;
     (g) Denis Jean;
     (h) Jeffrey G. Marshall; and
     (i) Amit B. Wadwaney

The shareholders also appointed KPMG LLP, Chartered Accountants,
as auditors to hold office until the next annual meeting.

The shareholders also approved the Amendment to the Company's
Restricted Share Unit Plan to increase the number of common shares
of the Company that may be reserved for issuance under the Plan
from 7,000,000 to 9,500,000.

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

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

                      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.


CATHOLIC CHURCH: Judge Named Mediator in Wilmington Case
--------------------------------------------------------
Bankruptcy Law360 reports that the judge overseeing the bankruptcy
of the Catholic Diocese of Wilmington Inc. on Monday appointed a
sitting judge to mediate a dispute between the diocese and
unsecured creditors, largely the victims of priest sex abuse --
but not before blasting the two sides for publicizing their desire
to see the judge named to the spot.  As it happens, Judge Kevin
Gross, who also presides over Delaware bankruptcies, has agreed to
oversee the alternative dispute resolution procedure.

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CENTAUR LLC: Gets Final OK to Use 1st Lien Secured Parties' Cash
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Centaur, LLC and its units to access the first
lien secured parties' cash collateral.

The Debtors would use the cash collateral to fund their Chapter 11
case, pay suppliers and other parties.

As reported in the Troubled Company Reporter on March 17, 2010,
as of the petition date, the Debtors have $23 million of cash on
hand which, along with revenues generated on a going forward
basis, comprise cash collateral of the prepetition secured
parties.

The Debtors said that they have obtained the first lien secured
parties' consent to use cash collateral.  In September 2008, the
Debtors entered into a $160 million amended and restated first
lien revolving credit and term loan agreement with Credit Suisse,
as administrative agent and collateral agent, and certain lenders.
As of the petition date, not less than $382.5 million in principal
amount was outstanding under the first lien credit facility.

In exchange for using cash collateral, the Debtors will grant the
prepetition secured parties replacement liens on substantially all
of the Debtors' prepetition and postpetition assets and property,
well as allowed superpriority administrative claim against the
Debtors' estates.  The Debtors will also pay monthly fees and
expenses of certain professionals retained by the first lien agent
and the first lien lenders.  The Debtors promise to provide the
lenders monthly reports.

                        About Centaur, LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is an company involved in
the development and operation of entertainment venues focused on
horse racing and gaming.

The Company filed for Chapter 11 bankruptcy protection on March 6,
2010 (Bankr. D. Delaware Case No. 10-10799).  Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $500,000,001 to $1,000,000,000 as of the Petition Date.


CHANDLER CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Chandler Corporation
        dba Puffin Inn
        4400 Spenard Rd
        Anchorage, AK 99517

Bankruptcy Case No.: 10-00352

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Alaska (Anchorage)

Debtor's Counsel: Terry P. Draeger, Esq.
                  Beaty & Draeger, Ltd.
                  3900 Arctic Blvd #101
                  Anchorage, AK 99503
                  Tel: (907) 563-7889
                  Fax: (907) 562-6936
                  E-mail: draeger@ak.net

Scheduled Assets: $3,205,811

Scheduled Debts: $4,682,175

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

The petition was signed by Jay McElroy, president.


CITIGROUP INC: Richard Stuckey to Retire Later This Year
--------------------------------------------------------
Citigroup Inc.'s Richard "Rick" Stuckey -- named in January 2009
to oversee $241 billion of Citi's most toxic mortgages and bonds
-- will retire later this year after cutting the pool by half,
Bradley Keoun at Bloomberg News reports, citing an internal memo
confirmed by Citi spokeswoman Shannon Bell.

Mr. Stuckey, 54, stepped down as head of the Special Asset Pool
unit on April 26, the memo said.  Bloomberg, citing the memo, says
Mr. Stuckey will remain an adviser during a transition before
retiring "in the latter part of the year."  Mr. Stuckey was
succeeded by Aloysius T. "Ish" McLaughlin, who oversaw sales of
newly issued investment-grade bonds, according to the memo.

Bloomberg recalls Chief Executive Officer Vikram Pandit formed the
Special Asset Pool to dispose of unwanted loans and securities as
regulators pressured the bank to shrink following its $45 billion
bailout in late 2008.  Mr. Stuckey, who helped unwind bad bets by
Long-Term Capital Management LP following the hedge fund's
collapse in 1998, cut the pool to $126 billion as of March 31,
2010.

Bloomberg says the Special Asset Pool is a part of the
$503 billion-asset Citi Holdings, which also includes
CitiFinancial, auto-lending, student-lending and other businesses
tagged for eventual sale or closure.

                       About Citigroup

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

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

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

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


CLAYMARK MATERIALS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Claymark Materials, Inc.
          dba Claymark Construction
        P.O. Box 176
        Josephine, TX 75164

Bankruptcy Case No.: 10-41396

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txeb10-41396.pdf

The petition was signed by Danny Myre, president of general
partner.


CLYDE FLADWOOD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Clyde S. Fladwood
               Linda K. Fladwood
               117 Furnace Street
               Lake Oswego, OR 97034

Bankruptcy Case No.: 10-33805

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Douglas P. Cushing, Esq.
                  Two Centerpointe Dr - 6th Fl
                  Lake Oswego, OR 97035
                  Tel: (503) 598-7070
                  E-mail: doug.cushing@jordanschrader.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb10-33805.pdf

The petition was signed by Clyde S. Fladwood and Linda K.
Fladwood.


COACHMEN INDUSTRIES: R. Deputy, 2 Others Re-Elected to Board
------------------------------------------------------------
On April 29, 2010, Coachmen Industries, Inc. held its Annual
Shareholders' Meeting at the Christiana Creek Country Club in
Elkhart, Indiana.  During the meeting, Robert J. Deputy, Richard
M. Lavers and Edwin W. Miller were re-elected by shareholders to
serve three-year terms on the Company's board, which will expire
in 2013.  Mr. Deputy was first elected to the Company's board in
1998; Mr. Lavers was first elected to the board in 2007; while Mr.
Miller was first elected in 1998.

The Company's Chairman ruled that the nominations of Mr. Glenn
Angiolillo, Mr. Avrum Gray and Mr. Robert S. Prather by GAMCO
Asset Management were out of order for failure to comply with the
Company's bylaws.  Accordingly, the Company disallowed votes for
Mr. Angiolillo, Mr. Gray and Mr. Prather.

The proposal to amend the Company's Articles of Incorporation to
authorize the change of the Company's name to All American Group,
Inc. was passed.

                     About Coachmen Industries

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

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

                        *     *     *

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


COLTS RUN: Section 341(a) Meeting Scheduled for May 27
------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Colts
Run, L.L.C.'s creditors on May 27, 2010, at 1:30 p.m.  The meeting
will be held at 219 South Dearborn, Office of the U.S. Trustee,
8th Floor, Room 804, Chicago, IL 60604.

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

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

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No.
10-18071).  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


COLTS RUN: Wants Court to Move Schedules Filing Deadline to June 1
------------------------------------------------------------------
Colts Run, L.L.C., has asked the U.S. Bankruptcy Court for the
Northern District of Illinois to extend the deadline for the
filing of schedules of assets and liabilities and statement of
financial affairs until June 1, 2010.

The deadline for the filing of the schedules and statement is
currently May 7, 2010.  The Debtor says that it is in the process
of gathering all of the information necessary to complete its
schedules and statement, and assures the Court that no party will
be prejudiced by granting the requested extension.

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No.
10-18071).  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CONCORDIA EARLY: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Concordia Early Learning & Preschool Academy Inc.
        4277 Bucknell Dr.
        Decatur, GA 30034

Bankruptcy Case No.: 10-72685

Chapter 11 Petition Date: April 30, 2010

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

Debtor's Counsel: Kenneth Mitchell, Esq.
                  Giddens, Davidson & Mitchell P.C.
                  Suite 300-B
                  5000 Snapfinger Woods Drive
                  Decatur, GA 30034
                  Tel: (770) 987-7007

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

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

A list of the Company's 5 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb10-72685.pdf

The petition was signed by Vurnella Dickerson, director.


CONEXANT SYSTEMS: Dwight Decker Retires From Board of Directors
---------------------------------------------------------------
Conexant Systems, Inc. recognized the contributions of Dwight W.
Decker upon his retirement from the company's board of directors.

Decker joined Rockwell International in 1989 and served as
Conexant's chairman and chief executive officer from the time of
the company's spin-off from Rockwell in 1999 through February
2004, when he stepped away as chief executive officer and
continued as chairman of the board. He returned as chief executive
officer later that year and retired from the position in July
2007.

"I've worked with Dwight since I joined Conexant's board of
directors in 2003, and I've been consistently impressed with his
insights, knowledge of the company's products and technologies,
and strategic outlook," said Scott Mercer, Conexant's chairman and
chief executive officer.  "Over the past several years, his
guidance proved invaluable as we built leading positions in the
markets we currently serve.  On behalf of the company's employees
and shareholders, I'd like to thank Dwight for his contributions
over many years of dedicated service."

In 2008, Decker resigned as the company's non-executive chairman
and has served as a director since then.  "Retiring from the
Conexant board concludes a chapter in my life that began when I
joined Rockwell more than two decades ago," Decker said.  "With
the company's capital-structure issues now resolved and a solid
foundation in place for future success, the time is right for me
to step away.  I'd like to thank Scott, my fellow directors, and
Conexant employees past and present for the opportunity to serve
over the years, and I will continue to follow the company's
progress with great interest."

Jerre L. Stead is chairman and chief executive officer of IHS,
Inc. and has been a Conexant board member since the company's
inception.  "Working with Dwight over the years was a pleasure,"
Stead said.  "His knowledge of the industry and strategic approach
to Conexant's businesses led to the formation of several
independent companies that will serve as a lasting legacy,
including Conexant, Skyworks Solutions, and Mindspeed
Technologies.  We'll miss Dwight on the Conexant board and wish
him the best in future endeavors."

Decker continues to serve on boards that include International
Rectifier, Mindspeed Technologies, and Pacific Mutual Holding
Company.  An advocate for higher education, he has been
extensively involved with the University of California, Irvine,
played a pivotal role in establishing the UCI Center for Pervasive
Communications, and received the UCI Medal in 2001, which is the
school's highest honor.  He is also past chairman of the Global
Semiconductor Alliance, a former board member of the Semiconductor
Industry Association, and a founder of OCTANe, an organization
dedicated to furthering the development of the information
technology and biomedical industries in Orange County, Calif.

                        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.


CONNIE FARMER: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Connie S. Farmer
        dba ASAP-APS
        P.O. Box 277
        Stoneboro, PA 16153

Bankruptcy Case No.: 10-10792

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Erie)

Judge: Thomas P. Agresti

Debtor's Counsel: Gary V. Skiba, Esq.
                  345 West 6th St.
                  Erie, PA 16507
                  Tel: (814) 454-6345
                  Fax: (814) 456-6603
                  E-mail: gskiba@yochim.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/pawb10-10792.pdf

The petition was signed by Connie S. Farmer.


CONTINENTAL AIRLINES: Fitch Affirms 'B-' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for
Continental Airlines, Inc., at 'B-' and the senior unsecured
rating at 'CC/RR6' following the announcement of the planned
merger between CAL and UAL Corp., the parent of United Airlines,
Inc.  The Rating Outlook for CAL is Stable.

The affirmation reflects Fitch's view that a merger between CAL
and UAL, if ultimately closed under terms similar to those
outlined, will eventually support sustainable improvements in
margins, positive free cash flow generation and stronger liquidity
in a post-merger scenario.  Significant execution risk exists,
however, and the terms of new labor contracts could have a
substantial impact on the economics of the merger.  Fitch will
remain focused in particular on regulatory risks related to the
antitrust review by the U.S. Department of Justice and the
inevitable complexity of labor integration for unionized work
groups at CAL and UAL.

Absent major asset disposal requirements in a future antitrust
decision, the combined UAL-CAL route network would offer clear
opportunities for the post-merger carrier to deliver a sustainable
revenue per available seat mile premium to the industry.  The two
stand-alone networks are very complementary, with United's notable
strength in trans-Pacific routes meshing well with CAL's strong
market position in New York and into Latin America via the Houston
hub.  The depth and breadth of the post-merger route network,
together with the premium product focus of both carriers, should
put the post-merger carrier in a strong position to deepen
penetration in key high-fare business markets.

Revenue-related synergies will ultimately be more decisive in
determining the long-term financial success of the merger.
Recognizing immediate cost saving opportunities associated with
the elimination of duplicative operations (in particular,
headquarters and certain overlapping airport operations), unit
costs for the post-merger carrier could eventually move higher if
pay rates and benefits for United employees are moved up to match
CAL contracts.  Cash integration costs, moreover, are likely to be
significant, and will put some pressure on FCF for both UAL and
CAL this year and into 2011.

Although the proposed stock swap agreement limits the need for
additional debt to support post-merger liquidity, the new
airline's lease-adjusted leverage will remain very high in Fitch's
base case forecast scenario.  Post-merger balance sheet debt for
the new airline will likely exceed $14 billion, in addition to
approximately $10 billion in capitalized aircraft leases.
Combined unrestricted liquidity will likely approach $7 billion
(over 20% of pro forma post-merger annual revenue).  The new
airline will face heavy and steady scheduled debt maturities.
Combined maturities total $2.1 billion in 2011 and $1.3 billion in
2012.  CAL also faces rising cash pension funding obligations for
its frozen but substantially under-funded pension plans.

Assuming modest global economic growth and solid RASM growth
moving into 2011 and average jet fuel prices at $2.40 per gallon,
Fitch expects the combined carrier to generate positive FCF in
2011 with pro forma lease-adjusted leverage exceeding 6 times at
the end of next year.  Fitch's forecast assumes that the
transaction would be closed by early 2011.

CAL's stand-alone credit profile has improved over the last few
months as consistent signs of strengthening high-fare business
travel demand have driven a turnaround in RASM performance.  While
CAL reported a net loss of $136 million in 1Q'10, better corporate
demand and stronger yields resulted in a consolidated RASM
increase of 7% on flat capacity.  While this performance lagged
that of United, CAL has historically reported a RASM premium to
the industry, and stronger business demand is likely to support
solid passenger unit revenue growth for the remainder of 2010.

Liquidity trends are also positive, with unrestricted cash and
investments increasing to $3.1 billion at March 31, 2010.  CAL
faces higher near-term cash obligations than United, with current
debt maturities of $919 million.  Fleet-related capital
commitments, driven by the delivery of new Boeing aircraft, will
keep CAL's stand-alone FCF negative again in 2010, assuming
approximately $1.3 billion in gross capital expenditures this
year.  Heavier capital spending commitments at CAL may push post-
merger combined capex above $1.5 billion in 2011.  Factoring in
increased cash flow impacts linked to merger integration costs and
potentially higher post-merger unit labor rates, UAL and CAL
together can generate positive FCF in excess of $500 million
during 2011 if industry demand and yield trends continue to
strengthen.

Fuel price risk remains a major concern for CAL and the entire
industry as a result of the steady run-up in energy prices seen
since early 2009.  CAL's current fuel hedging position is light
relative to United's, with approximately 24% of fuel consumption
over the next year hedged via crude oil swaps and call options.
Swap protection starts at jet fuel prices above $1.83 per gallon,
and options provide protection above $2.25 per gallon.  Like
United, CAL has minimal hedge coverage beyond 2010 and remains
vulnerable to a sharp spike in jet fuel prices linked to stronger
than expected growth in global energy demand later this year.

A revision of the Outlook to Negative is possible if forecasted
RASM growth and/or a significant fuel price spike drives negative
FCF and growing pressure on unrestricted liquidity later in 2010.
In addition, larger than expected cash merger transition costs
potentially tied to labor integration difficulties could lead to a
negative rating action.  No positive actions are anticipated prior
to the closing of the proposed merger.  If merger integration
issues are successfully addressed and the operating outlook
remains encouraging at or before the time of closing, Fitch would
likely upgrade UAL and United's ratings to the 'B-' level, in line
with CAL's current IDR.


CONTINENTAL AIRLINES: S&P Puts 'B' Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Continental Airlines Inc., and S&P's ratings on its
secured and unsecured debt, on CreditWatch with negative
implications.  S&P also placed its ratings on Continental's
enhanced equipment trust certificates on CreditWatch with
developing implications.  Although S&P's recovery ratings on
selected Continental unsecured debt are unaffected by the rating
action, S&P will review them as well.

Continental and UAL announced a stock-for-stock merger valued at
$8 billion, a combination which, pending approval from the
regulatory authorities, would create the largest U.S. airline and
the largest in the world, measured by traffic.  The companies hope
to close on the merger by the end of this year, and forecast
revenue and cost synergies of $1 billion to $1.2 billion annually
once the airlines' operations are combined.  They also see one-
time transaction costs of $1.2 billion spread over three years.

"In S&P's view, the combination has significant revenue and cost
synergy opportunities, but also significant potential risks," said
Standard & Poor's credit analyst Philip Baggaley.  "The risks
primarily relate to potential added labor costs and labor
integration problems," he continued.

S&P could most likely lower its corporate credit rating on
Continental to 'B-', if the merger is completed and S&P believes
that the combined credit profile, including UAL, is materially
weaker than the current one.  Alternatively, S&P could affirm the
existing 'B' corporate credit rating if S&P feels that the
opportunities balance or outweigh merger risks.  S&P could also
raise, lower, or affirm its ratings on Continental's enhanced
equipment trust certificates.  This would depend on S&P's
determination of Continental's corporate credit rating and how S&P
believes that the merger would affect the combined airline's
likelihood of affirming its debt obligations on aircraft securing
the various certificates.


DANA HOLDING: Posts $30 Million Net Loss for First Quarter
----------------------------------------------------------
Dana Holding Corporation reported its first-quarter 2010 results.

The Company's balance sheet for March 31, 2010, showed
$4.990 billion in total assets and $3.267 billion in total
liabilities for a $1.723 billion total stockholders' equity.

The Company reported a net loss of $30 million on $1.50 billion of
sales for the three months ended March 31, 2010, compared with a
net loss of $160 million on $1.216 billion of sales for the same
period a year ago.

First-quarter adjusted EBITDA was $108 million, a significant
improvement over $16 million reported for the first three months
of 2009.  In the first quarter of 2010, Dana narrowed its net loss
to $31 million, compared with a net loss of $157 million for the
same period one year ago. Sales for the period were
$1,508 million, which compares with $1,216 million for the first
quarter of 2009.

During the first quarter, total cash improved by $79 million to
$1,026 million, and total debt was reduced by $62 million to
$941 million.  As a consequence, cash exceeded debt by $85 million
at March 31, 2010.  Total liquidity improved by $133 million from
the fourth quarter of 2009 to $1.261 billion.

Driven by restructuring efforts, first-quarter margins were
significantly improved over 2009, with first-quarter 2010 adjusted
EBITDA margin of 7.2 percent, compared with 1.3 percent one year
ago. Cost savings of more than $50 million, including reductions
in conversion and material costs, contributed substantially to the
improvement.  In addition, free cash flow of $34 million
represented a $238 million increase over the same period one year
ago.

"One year ago, we were wrestling with the effects of a global
recession and the resulting downturn in our global markets," said
Dana President and Chief Executive Officer Jim Sweetnam.  "Today,
we believe the worst is behind us.  And, building upon the hard
work and achievements of our global team, we continue to improve
our fundamentals and position Dana to create profitable and
sustainable market share growth in 2010 and beyond."

      Dana Closes on Sale of Majority of Structures Business

On March 8, Dana closed on the sale of the majority of its global
Structures business to Metalsa, S.A. de C.V. for an aggregate
purchase price of approximately $147 million.  The closing
completed the sale to Metalsa of Structures operations in the
U.S., Brazil, Canada, Australia, and Argentina, and a U.K. joint
venture, with the sale of Dana's Structures facility in Venezuela
anticipated to conclude later this year.

      Dana and Bosch Rexroth Announce Plans for Joint Venture

Earlier this month, Dana and Bosch Rexroth announced plans to form
a 50-50 joint venture to co-develop and manufacture advanced drive
transmissions for the off-highway market.  Benefiting from Dana's
expertise in off-highway transmission engineering and
manufacturing, and Bosch Rexroth's deep experience in hydraulics
and systems, the planned joint venture company is expected to
operate in Arco, Italy.  Dana and Bosch Rexroth will contribute
staff, intellectual property, and capital to the new joint-venture
company, which will engineer, manufacture, and market hydro-
mechanical variable powersplit transmission systems for the global
off-highway markets.  These advanced transmission systems will be
focused on meeting customer needs for improved fuel economy,
productivity, emissions, and maneuverability.

                         Non-GAAP Measures

This release refers to adjusted EBITDA, which we've defined to be
earnings before interest, taxes, depreciation, amortization, non-
cash equity grant expense, restructuring expense, and other
nonrecurring items.  Adjusted EBITDA is a non-GAAP financial
measure, and the measure currently being used by Dana as the
primary measure of its operating segment performance.  The most
significant impact to Dana's ongoing results of operations as a
result of applying fresh start accounting following our emergence
from bankruptcy was higher depreciation and amortization.

By using adjusted EBITDA, which is a performance measure that
excludes depreciation and amortization, the comparability of
results was enhanced.  Management also believes that adjusted
EBITDA is an important measure since the financial covenants of
our primary debt agreements are adjusted EBITDA-based, and our
management incentive performance programs are based, in part, on
adjusted EBITDA.  Because it is a non-GAAP measure, adjusted
EBITDA should not be considered a substitute for net income or
other reported results prepared in accordance with GAAP.  The
financial information accompanying this release provides a
reconciliation of adjusted EBITDA for the periods presented to
the reported income before income taxes, which is a GAAP measure.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6148

                        About Dana Holding

Based in Toledo, Ohio, Dana Holding Corporation  --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.

Dana Corp., together with affiliates, affiliates filed for
Chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No.
06-10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to 'Caa2', raised the Probability of
Default Rating to 'Caa1', and adjusted the ratings of certain debt
instruments.  According to Moody's, the positioning of Dana's PDR
at 'Caa1' reflects ongoing pressures the company faces from the
continued erosion in the global automotive and commercial vehicle
markets.


DANIEL CHANG: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Daniel K. Chang
               Julia W. Chang
                 dba Avery Investments, LLC
                     Brendan Cee & Company, LLC
                     First Corporate Center, LLC
                     Hilltop Investments, LLC
                     J.D. Brash, LLC
                     Magnolia Professional Center, LLC
                     Old Spanish Farm, LLC
                     Palm Court, LLC
               2909 Shell Landing Boulevard
               Gautier, MS 39553

Bankruptcy Case No.: 10-51012

Chapter 11 Petition Date: April 30, 2010

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

Debtor's Counsel: Nicholas Van Wiser, Esq.
                  P.O. Box 1939
                  Biloxi, MS 39533
                  Tel: (228) 432-8123
                  Fax: (228) 432-7029
                  E-mail: nwiser@byrdwiser.com

Estimated Assets: $50,000,001 to $100,000,000

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

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

The petition was signed by the Joint Debtors.


DELTA PETROLEUM: Annual Stockholders' Meeting Set for May 25
------------------------------------------------------------
The Annual Meeting of Stockholders of Delta Petroleum Corporation
will be held at the Company's offices located at 370 17th Street,
Suite 4300, in Denver, Colorado, on May 25, 2010, at 10:00 a.m.
(MDT) for these purposes:

     1. To elect John R. Wallace, Hank Brown, Kevin R. Collins,
        Jerrie F. Eckelberger, Jean-Michel Fonck, Aleron H.
        Larson, Jr., Russell S. Lewis, Anthony Mandekic, James J.
        Murren, Jordan R. Smith, and Daniel J. Taylor, to one-year
        terms on the Board of Directors or until their successors
        have been duly elected;

     2. To consider and vote upon the ratification of the
        appointment of KPMG LLP as the independent registered
        public accounting firm for Delta for the fiscal year
        ending December 31, 2010; and

     3. To transact such other business as may be properly brought
        before the meeting and any adjournments thereof.

Stockholders of record at the close of business on March 26, 2010,
are entitled to vote at the meeting and all adjournments thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6150

                      About Delta Petroleum

Delta Petroleum Corporation (NASDAQ Global Market: DPTR)
-- http://www.deltapetro.com/-- is an oil and gas exploration and
development company based in Denver, Colorado.  The Company's core
areas of operations are the Rocky Mountain and Gulf Coast Regions,
which comprise the majority of its proved reserves, production and
long-term growth prospects.

                          *     *     *

KPMG LLP of Denver, Colorado, expressed substantial doubt against
Delta Petroleum Corporation's ability as a going concern, noting
that due to continued losses, the Company is evaluating strategic
alternatives including, but not limited to the sale of some or all
of its assets.  The firm said there can be no assurances that
actions undertaken will be sufficient to repay obligations under
the credit facility when due.

The company's balance sheet for December 31, 2009, showed
$1.4 billion total assets, $272.2 million total currant
liabilities, and $488.1 million total long-term liabilities, for a
$697.1 million stockholders' equity.


DELTA PETROLEUM: Gets JPMorgan Waiver of March 31 Defaults
----------------------------------------------------------
Delta Petroleum Corporation on April 26, 2010, entered into the
Third Amendment to the Second Amended and Restated Credit
Agreement, with JPMorgan Chase Bank, N.A., as administrative
agent, and certain of the financial institutions that are party to
the Credit Agreement in which, among other changes, the lenders
provided a waiver of the March 31, 2010, maximum capital
expenditure covenant and the defaults related to the Company's
breach of such covenant.

In conjunction with the Third Amendment and as part of a scheduled
redetermination of the borrowing base, the borrowing base was
reduced from $185 million (less the $20 million minimum
availability requirement) to a conforming borrowing base of
$145 million.  The next scheduled redetermination date is July 1,
2010.

The Third Amendment increased the capital expenditure limitation
for the quarter ending June 30, 2010, from $5.0 million to
$20.0 million, imposed a $15.0 million capital expenditure
limitation for the quarter ending September 30, 2010, and provided
that any excess of the limitation over the amount of actual
expenditures may be carried forward from an earlier quarter to a
subsequent quarter.

A full-text copy of the Third Amendment is available at no charge
at http://ResearchArchives.com/t/s?614f

Members of the lending syndicate are:

     -- JPMORGAN CHASE BANK, N.A., as Administrative Agent;
     -- BANK OF MONTREAL;
     -- DEUTSCHE BANK TRUST COMPANY AMERICAS;
     -- KEYBANK NATIONAL ASSOCIATION;
     -- U.S. BANK NATIONAL ASSOCIATION;
     -- BANK OF OKLAHOMA, N.A.;
     -- NATIXIS (f.k.a. Natexis Banques Populaires);
     -- BARCLAYS BANK PLC;
     -- BANK OF SCOTLAND PLC; and
     -- CAPITAL ONE, NATIONAL ASSOCIATION

                      About Delta Petroleum

Delta Petroleum Corporation (NASDAQ Global Market: DPTR)
-- http://www.deltapetro.com/-- is an oil and gas exploration and
development company based in Denver, Colorado.  The Company's core
areas of operations are the Rocky Mountain and Gulf Coast Regions,
which comprise the majority of its proved reserves, production and
long-term growth prospects.

                          *     *     *

KPMG LLP of Denver, Colorado, expressed substantial doubt against
Delta Petroleum Corporation's ability as a going concern, noting
that due to continued losses, the Company is evaluating strategic
alternatives including, but not limited to the sale of some or all
of its assets.  The firm said there can be no assurances that
actions undertaken will be sufficient to repay obligations under
the credit facility when due.

The company's balance sheet for December 31, 2009, showed
$1.4 billion total assets, $272.2 million total currant
liabilities, and $488.1 million total long-term liabilities, for a
$697.1 million stockholders' equity.


DENNIS CZECH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dennis Czech
        153 Chestnut Street
        North Easton, MA 02356

Bankruptcy Case No.: 10-14637

Chapter 11 Petition Date: April 29, 2010

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

Judge: Frank J. Bailey

Debtor's Counsel: Herbert Weinberg, Esq.
                  Rosenberg & Weinberg
                  805 Turnpike St., Suite 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Fax: (978) 682-3041
                  E-mail: hweinberg@jrhwlaw.com

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

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

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

The petition was signed by Dennis Czech.


DENNY'S CORP: Files Slide Presentation to Rebut Oak Street, et al.
------------------------------------------------------------------
Denny's Corporation on Monday filed with the Securities and
Exchange Commission a slide presentation in response to the
dissident shareholders' arguments made last week.

According to Denny's, in its letter dated April 30, 2010, the
dissident group continues to misrepresent the facts and make false
allegations.  Denny's said the slides are intended to address
those latest claims and correct the misrepresentations they
contain.  A full-text copy of the slides is available at no charge
at http://ResearchArchives.com/t/s?614c

As reported by the Troubled Company Reporter, 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 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 Committee's 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.

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."

                     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.


DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Developers
Diversified Realty Corporation:

  -- Issuer Default Rating at 'BB';
  -- $1.3 billion unsecured revolving credit facilities at 'BB';
  -- $1.5 billion unsecured medium term notes at 'BB';
  -- $343.5 million unsecured convertible notes at 'BB';
  -- $555 million preferred stock at 'B+'.

The Rating Outlook has been revised to Stable from Negative.

The revision of the Rating Outlook to Stable reflects Fitch's view
that DDR's retail property portfolio performance is stabilizing,
as evidenced by ongoing leasing activity on formerly vacant space
and improved occupancy overall.  The Stable Outlook is also
reflective of DDR's improving liquidity position, demonstrated
access to capital, stronger unencumbered asset coverage, limited
development risk, and geographically diverse asset base with a
granular tenant roster.

The company's IDR and senior unsecured debt rating of 'BB' centers
on the company's high level of net debt-to-recurring operating
EBITDA, though leverage has improved given recent equity capital
raises and increased retained cash flow.  In addition, DDR's risk-
adjusted capitalization remains appropriate for the 'BB' rating.
The rating also takes into account a debt maturity schedule with
significant maturities in 2012, elevated secured debt levels, as
well as an uncertain retail environment overall.

After declining from 95.8% in 1Q'08 to 90.7% in 1Q'09, DDR's
portfolio occupancy rate has rebounded for several quarters and
was 91.3% in 1Q'10.  Fitch anticipates further improvements in
occupancy as the company continues to lease space formerly
occupied by bankrupt tenants such as Linens 'N Things, Circuit
City, Goody's, Mervyns, and Steve & Barry's.  Approximately 63% of
this space formerly occupied by bankrupt tenants was either sold
or leased as of March 31, 2010, up from 58% and 55% as of Dec. 31,
2009 and Sept. 30, 2009, respectively.  Although DDR has taken
rent roll-downs on new leases for space vacated by bankrupt
tenants (negative 23.6% in 2009 and negative 32% in 1Q'10),
overall leasing velocity remains active, and Fitch expects that
same-store net operating income declines have moderated.  Same-
store NOI growth was negative 2.6% in 1Q'10 and negative 2% in
4Q'09 after declining by 5% during 2Q'09 and 3Q'09.  In addition,
Fitch expects that same-store sales of retailers should flatten or
show improvement from 2009 levels.

DDR's fixed charge coverage ratio (defined as recurring operating
EBITDA less capital expenditures divided by cash interest expense,
capitalized interest, and preferred dividends) was 1.4 times for
the 12 months ended March 31, 2010, compared with 1.5x in 2009,
and Fitch anticipates relatively unchanged coverage if same-store
performance flattens and subsequently recovers over the next 12-24
months.  When adjusted for certain non-cash general and
administrative expenses, fixed charge coverage was 1.5x for the
trailing 12 months ended March 31, 2010, and 1.6x in 2009.

The company's liquidity profile improved following several capital
markets transactions including a $338.1 million common share
offering in February 2010 and a $300 million seven-year 7.5%
coupon rate senior unsecured notes offering in March 2010.
However, Fitch calculates that the company's sources of liquidity
(unrestricted cash, availability under the company's unsecured
revolving credit facilities pro forma for a 33% commitment size
reduction and projected retained cash flows from operating
activities after dividend payments) divided by uses of liquidity
(pro rata debt maturities pro forma for recent refinance
activities and projected recurring capital expenditures) result in
a liquidity coverage ratio of only 0.7x from April 1, 2010 through
Dec. 31, 2011.  Liquidity coverage would improve to 1.4x if 90% of
2010 and 2011 secured debt maturities are refinanced.

Generally, DDR has addressed upcoming 2010 maturities through
mortgage prepayments and extensions, has accessed the unsecured
bond market and also executed an unsecured bond tender offer
during 1Q'10.  Overall, the company's liquidity position has
improved with base case liquidity coverage increasing from a low
of 0.4x as of June 30, 2009, to 0.7x as of March 31, 2010.
Unencumbered asset coverage has also increased from a low of 1.63x
as of Dec. 31, 2008, to 2.04x as of March 31, 2010.

DDR's development platform has been curtailed significantly as the
company has endeavored to reduce its overall risk.  Although the
company's overall construction-in-progress and land held for
development was 10.2% of total assets as of March 31, 2010,
compared with 10.2% and 9.8% as of Dec. 31, 2009 and Dec. 31,
2008, respectively, all but 3% of construction-in-progress and
land held for development is related to projects on hold.

The company's portfolio inherently exhibits geographic
diversification and a granular tenant roster.  The portfolio is
spread across 44 states (with no state comprising more than 10% of
gross leasable area), plus Puerto Rico and Brazil.  The company's
top tenant is Wal-Mart Stores, Inc. (rated 'AA' by Fitch with a
Stable Outlook) at 4.6% of total rental revenues.  No other tenant
comprises more than 2% of total revenues.

DDR's leverage ratio, measured as net debt-to-recurring operating
EBITDA, was 10.5x as of March 31, 2010, down from 11.4x as of
Dec. 31, 2009.  When adjusted for certain non-cash general and
administrative expenses, leverage was 10.1x as of March 31, 2010,
and 11.0x as of Dec. 31, 2009.  Although leverage is consistent
with the existing ratings, Fitch anticipates improvements of this
ratio going forward given the impact of the company's conservative
cash dividend policy.

DDR's debt maturity schedule features significant maturities in
2012, with 29.6% of consolidated debt and 28.3% of total pro rata
debt maturing that year, although the company's capital market
access has improved as it looks to address upcoming maturities.
In addition, the company's secured debt levels remain elevated,
and the company's unsecured debt agreement covenants restrict
DDR's ability to incur meaningful amounts of secured debt.
Generally, the health of the retail environment remains uncertain
in 2010.  According to Fitch's Jan. 27, 2010 special report, 'The
Retail Register: Winter 2010,' the 2009 holiday season
demonstrated that consumers remain cautious but are willing to
spend for value.  While the overall sales environment is expected
to improve in 2010 from 2009 levels, competition is anticipated to
remain intense and pricing challenging.

The two-notch differential between DDR's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BB'.  Based on Fitch's criteria report,
'Equity Credit for Hybrids & Other Capital Securities,' DDR's
preferred stock is 75% equity-like and 25% debt-like since it is
perpetual and has no covenants but has a cumulative deferral
option.  Net debt plus 25% of preferred stock to recurring
operating EBITDA was 10.8x as of March 31, 2010.

These factors may have a positive impact on DDR's ratings and/or
Outlook:

  -- Continued improvements in the company's base case liquidity
     coverage ratio (liquidity coverage was 0.7x as of March 31,
     2010);

  -- Net debt to recurring operating EBITDA sustains below 9.0x
     (as of March 31, 2010, leverage was 10.5x, and was 10.1x when
     adjusted for certain non-cash general and administrative
     expenses);

  -- Fixed charge coverage sustains above 1.6x (coverage was 1.4x
     for the 12 months ended March 31, 2010 and 1.5x for the same
     period when adjusted for certain non-cash general and
     administrative expenses).

These factors may have a negative impact on DDR's ratings and/or
Outlook:

  -- Further reductions in liquidity coverage;
  -- Net debt to recurring operating EBITDA sustains above 10.0x;
  -- Fixed charge coverage sustains below 1.4x;
  -- An unsecured debt agreement covenant breach.


DOLLAR THRIFTY: Avis Taps Citi & Kirkland to Review Merger
----------------------------------------------------------
Avis Budget Group, Inc., on Monday sent a letter to the Board of
Directors of Dollar Thrifty Automotive Group, Inc., regarding
Dollar Thrifty's proposed transaction with Hertz Global Holdings,
Inc.

Avis Budget has hired Citigroup as financial advisor and Kirkland
& Ellis LLP as legal counsel to advise on a possible deal with
Dollar Thrifty.

As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock.

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

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

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

A full-text copy of the letter that Avis Budget sent to Dollar
Thrifty's Chairman, Thomas P. Capo, and President and Chief
Executive Officer, Scott L. Thompson:

     May 3, 2010

     Thomas P. Capo, Chairman, and
     Scott L. Thompson, President and Chief Executive Officer
     Dollar Thrifty Automotive Group, Inc.
     5330 East 31st Street
     Tulsa, OK 74135

     Dear Scott and Tom,

     I was very surprised by your April 26 announcement that you
     had signed a definitive agreement to be acquired by Hertz for
     approximately $41 per share, of which only about $34 is being
     funded by Hertz itself.  This is particularly true given
     that, on April 19, a mere week before the Hertz announcement,
     Scott and I agreed to meet for dinner on April 28 to discuss
     a transaction between our companies, which you cancelled
     after the Hertz announcement.

     As you know, we at Avis Budget have on several occasions in
     the past expressed interest in entering into a transaction
     with Dollar Thrifty, yet at no stage over the last several
     months did you or your financial advisor engage us in any
     discussions about a transaction or offer to provide us with
     information so that we might submit a bid.  I spoke with your
     financial advisor in early April to reiterate our interest in
     a potential transaction between our companies and to try to
     arrange a meeting, yet neither they nor you engaged us in any
     substantive discussions or communicated your interest in
     Dollar Thrifty being acquired in the near term.  It is hard
     to understand how your failure to engage in discussions with
     an interested strategic buyer, who you know also would be
     able to achieve significant synergies as a result of a
     combination, can be consistent with the fiduciary duties that
     you and your board carry to seek the best possible deal for
     your shareholders.

     This failure is all the more surprising given that, at the
     time you signed a definitive agreement to be acquired at
     virtually no premium, you clearly had knowledge that
     published earnings estimates for Dollar Thrifty were well
     below the updated guidance that you were going to provide as
     part of your first-quarter earnings announcement after the
     signing.  Given that the Hertz offer is primarily cash, your
     shareholders, in addition to being offered virtually no
     premium to a stock price that did not reflect favorable
     non-public information, would have little opportunity to
     participate in the substantial upside associated with your
     improving results, the combination-related synergies or the
     substantial upside we all see as the industry recovers from
     its recent lows.

     Now that we and our advisors have had access to the terms of
     the merger agreement, we are astonished that you have
     compounded these shortcomings by agreeing to aggressive
     lock-up provisions, such as unlimited recurring matching
     rights plus an unusually high break-up fee (more than 5.25%
     of the true transaction value, as described by your own
     financial advisor), as a deterrent to competing bids that
     could only serve to increase the value being offered to your
     shareholders.  Given the complete failure to conduct a
     pre-signing market-check of the virtually no-premium deal
     with Hertz, such preclusive defensive measures are clearly
     not supportable in this situation.

     We would like to make a substantially higher offer to acquire
     Dollar Thrifty, especially in light of your recent
     performance and the potential synergies associated with an
     acquisition of Dollar Thrifty by Avis Budget.  We are
     confident that the antitrust analysis and clearance timetable
     for an Avis/Dollar Thrifty transaction are comparable to
     those associated with a Hertz/Dollar Thrifty transaction.  We
     request access to legal, financial and business due diligence
     information relating to Dollar Thrifty, including access to
     management, so that we can formulate and submit such an
     offer.  In that regard, we would be prepared to sign an
     appropriate non-disclosure agreement.  We also request that
     the egregious provisions of the merger agreement be
     eliminated so that a level playing field can be created.

     We look forward to the opportunity to engage in productive
     discussions with the board of directors of Dollar Thrifty to
     allow its shareholders the opportunity they deserve to
     realize the full value of their investments in Dollar
     Thrifty.

     Sincerely,

     /s/ Ronald L. Nelson
     Ronald L. Nelson

     Chairman and Chief Executive Officer

     Avis Budget Group, Inc.

     cc: Board of Directors of Dollar Thrifty Automotive
         Group, Inc.

                       About Avis Budget Group

Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries.  Through its Avis and Budget brands, the Company is a
leading vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has more than 22,000 employees.

At December 31, 2009, the Company had $10.093 billion in total
assets against total current liabilities of 1.284 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.033 billion, and liabilities under vehicle programs of
$5.828 billion, resulting in stockholders' equity of $222 million.

                           *     *     *

As reported by the Troubled Company Reporter on February 19, 2010,
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental LLC to Positive from Negative.  The company's
ratings remain unchanged -- Corporate Family Rating at B2;
Probability of Default Rating at B2; senior secured credit
facilities at Ba3; senior unsecured at Caa1; and Speculative Grade
Liquidity rating at SGL-3.  The change in outlook reflects the
considerable improvement that continues to take place in Avis'
operating, competitive, and funding environment.

As reported by the TCR on February 4, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Avis Budget
Group Inc. to 'B+' from 'B-'.  S&P also raised the other ratings
on the company by two notches, and the recovery ratings on the
company's secured and unsecured debt remain unchanged.

DBRS has commented that the ratings of Avis Budget Group,
including its Issuer Rating of B (high) are unaffected following
the Company's announcement of 4Q09 earnings results.  The trend on
all ratings is Stable.

                       About Dollar Thrifty

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

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

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


DOLLAR THRIFTY: To Entertain "Substantially Higher Offer"
---------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., on Tuesday said it has
informed Avis Budget Group that it is prepared to entertain a
"substantially higher offer" to acquire the Company.

"Consistent with its obligations under the Hertz merger agreement
and with its fiduciary obligations to shareholders, the Dollar
Thrifty board has communicated to Avis Budget that the board is
prepared to entertain a `substantially higher offer' to acquire
Dollar Thrifty as proposed by Avis Budget on May 3," according to
a statement by Dollar Thrifty.

"Separately, Dollar Thrifty said that it regrets that Avis Budget
in its May 3 letter mischaracterized prior events and interactions
between the two companies.  Furthermore, Avis Budget's letter
erroneously calculated the breakup fee with respect to the
Hertz/Dollar Thrifty merger agreement, which at 3.5 percent of
transaction value, is customary and consistent with precedent
transactions.  Additionally, Dollar Thrifty believes that the
other provisions of its merger agreement with Hertz are entirely
customary and consistent with applicable law."

"While it is Dollar Thrifty's policy not to comment on matters
such as those to which the Avis Budget letter pertains, the
Company believed that a departure from its policy was necessary in
light of the inaccuracies contained in Avis Budget's letter."

Avis on Monday sent a letter to the Board of Directors of Dollar
Thrifty regarding Dollar Thrifty's proposed transaction with Hertz
Global Holdings, Inc.  Avis Budget said it has hired Citigroup as
financial advisor and Kirkland & Ellis LLP as legal counsel to
advise on a possible deal with Dollar Thrifty.

As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock.  Under the
terms of the definitive agreement, the $41.00 per share purchase
price is comprised of 80% cash consideration and 20% stock
consideration.  The cash portion will be paid in two components;
(1) a $200 million special cash dividend representing
approximately $6.88 per share, to be paid by Dollar Thrifty
immediately prior to the transaction closing and (2) $25.92 per
share to be paid by Hertz at the closing.  The stock is at a fixed
exchange ratio of 0.6366 per share, based upon a Hertz common
stock closing price of $12.88 per share on April 23, 2010.  The
$41.00 per share purchase price represents approximately a 19%
premium to the 30-day average closing price of Dollar Thrifty's
common stock.  At the closing, Hertz will issue an aggregate of
approximately 18 million shares of its common stock (excluding
shares issuable upon the exercise of options that are being
converted to Hertz options) and pay an aggregate of approximately
$750 million in cash (excluding the special $200 million Dollar
Thrifty dividend).  Hertz intends to fund the cash portion of the
purchase price with existing liquidity from the combined company.
Hertz will also assume or refinance Dollar Thrifty's existing
fleet debt, outstanding at closing.  Upon the close of the
transaction, Dollar Thrifty stockholders will own approximately
5.5% of the combined company on a diluted basis.  Dollar Thrifty
will become a wholly-owned subsidiary of Hertz and Dollar Thrifty
common stock will cease trading on the NYSE.

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

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

                       About Avis Budget Group

Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries.  Through its Avis and Budget brands, the Company is a
leading vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has more than 22,000 employees.

At December 31, 2009, the Company had $10.093 billion in total
assets against total current liabilities of 1.284 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.033 billion, and liabilities under vehicle programs of
$5.828 billion, resulting in stockholders' equity of $222 million.

                           *     *     *

As reported by the Troubled Company Reporter on February 19, 2010,
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental LLC to Positive from Negative.  The company's
ratings remain unchanged -- Corporate Family Rating at B2;
Probability of Default Rating at B2; senior secured credit
facilities at Ba3; senior unsecured at Caa1; and Speculative Grade
Liquidity rating at SGL-3.  The change in outlook reflects the
considerable improvement that continues to take place in Avis'
operating, competitive, and funding environment.

As reported by the TCR on February 4, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Avis Budget
Group Inc. to 'B+' from 'B-'.  S&P also raised the other ratings
on the company by two notches, and the recovery ratings on the
company's secured and unsecured debt remain unchanged.

DBRS has commented that the ratings of Avis Budget Group,
including its Issuer Rating of B (high) are unaffected following
the Company's announcement of 4Q09 earnings results.  The trend on
all ratings is Stable.

                       About Dollar Thrifty

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

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

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


DOLLAR THRIFTY: DBRS Places Issuer Rating of 'B'
------------------------------------------------
DBRS has placed the ratings of Dollar Thrifty Automotive Group,
Inc. (DTAG or the Company), including its Issuer Rating of B
(high), Under Review with Positive Implications.  This ratings
action follows the announcement that the Company has reached a
definitive agreement to be acquired by the higher-rated Hertz
Corporation (Hertz).  DBRS rates Hertz BB, at the issuer level.

The Under Review with Positive Implications reflects the change in
ownership should the transaction proceed as proposed. Under the
terms of the agreement, at closing DTAG will be become a wholly-
owned subsidiary of Hertz.  Additionally, Hertz will assume, or
refinance DTAG's fleet debt and, prior to the closing, DTAG's
corporate loan will be repaid.  The proposed transaction is also
subject to customary closing conditions, DTAG's shareholder
approval, and regulatory approvals.

DTAG's current ratings reflect the Company's strengthening balance
sheet metrics, the acceptable financial performance, and the
overall stable franchise.  The ratings also consider the Company's
reliance on secured sources of funding and limited diversification
of revenues.


DON DORSETT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Don DeWayne Dorsett
               Mikal Janelle Dorsett
               20801 CR 1940
               Lubbock, TX 79423

Bankruptcy Case No.: 10-50209

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: R. Byrn Bass, Jr., Esq.
                  R. Byrn Bass, Jr., Attorney at Law
                  State National Bank Building
                  4716 4th Street, Suite 100
                  Lubbock, TX 79416
                  Tel: (806) 785-1250
                  E-mail: bbass@bbasslaw.com

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

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

A copy of the Joint Debtors' list of 8 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txnb10-50209.pdf

The petition was signed by the Joint Debtors.


DRM ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DRM Enterprises, Inc.
        dba Curtis Drug
        dba Martin Drug
        dba Wilson Drug
        P.O. Box 2969
        Lakeland, FL 33806-2969

Bankruptcy Case No.: 10-10473

Chapter 11 Petition Date: April 30, 2010

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

Debtor's Counsel: Pierce J. Guard, Jr., Esq.
                  The Guard Law Group, PLLC
                  4200 S Florida Avenue
                  Lakeland, FL 33813
                  Tel: (863) 619-7331
                  Fax: (863) 619-7992
                  E-mail: jguardjr@aol.com

Scheduled Assets: $222,143

Scheduled Debts: $1,428,354

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-10473.pdf

The petition was signed by Karen A. McKown, president.


DRTAPT, LLC: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: DRTAPT, LLC
          dba APTCW, LLC
        517 South Locust Street
        Denton, TX 76201

Bankruptcy Case No.: 10-41371

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Michael S. Mitchell, Esq.
                  DeMarco-Mitchell, PLLC
                  1255 West 15th Street, #805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  E-mail: mike@msm-pc.com

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

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

A copy of the Company's list of 7 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txeb10-41371.pdf

The petition was signed by David Dennis, for ManagDave, LLC, the
managing member of DRTAPT, LLC.


DS WATERS: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on DS Waters of America Inc., including its 'B' corporate
credit rating.  At the same time, S&P has withdrawn its ratings on
DSW Holdings Inc. (Holdings), including its 'B' corporate credit
rating; the 'BB-' rating on Opco's proposed $375 million senior
secured credit facility, comprising a $275 million term loan due
2016 and $100 million revolving credit facility due 2015 and its
'1' recovery rating; and the 'CCC+' rating on Holdings' proposed
$475 million secured notes due 2017, as well as its '6' recovery
rating.  The outlook is stable.

For analytical purposes, S&P views DS Waters and its holding
companies, DS Waters Enterprises Inc. (not rated), DSW Holdings
(Holdings; not rated), and DSW Group Inc. (not rated; Group) as
one economic entity.

"The rating actions follow DS Waters' recent announcement that it
is postponing its planned refinancing of its consolidated capital
structure because of higher than anticipated bond yields," said
Standard & Poor's credit analyst Jean C. Stout.  While the
proposed refinancing would have extended its maturities; S&P
believes the company continues to have ample liquidity to fund its
acquisition growth strategy, to meet modest annual maturities
through 2011 and to continue to weather lingering weak
macroeconomic conditions.  The affirmation also reflects S&P's
belief that DS Waters will be able to maintain relatively stable
credit measures despite lingering weak economic conditions.

S&P's ratings on Atlanta, Ga.-based DS Waters reflect its
leveraged financial profile and narrow business focus in the
mature and highly fragmented home office delivery segment of the
U.S. bottled water industry.

S&P views DS Waters' business profile as vulnerable.


DUBAI WORLD: Creditors OK Technical Aspects of Restructuring
------------------------------------------------------------
Reuters, citing a report Tuesday by an Arabic language newspaper,
says Dubai World's creditors have agreed in principal on the
technical aspects of a debt restructuring agreement and should
reach on an overall deal within two weeks.

According to Reuters, Daily al-Bayan, citing an unidentified
member of the negotiating committee of creditor banks, also said
that the amount of interest being offered by Dubai World was
unchanged at 1%.

"Most of the banks agreed on the offer after studying the size of
the remaining obligations on the group, and the amounts it will
pay make it likely that all the banks will agree to sign the
contract presented by the company," the paper said, according to
Reuters.

Dubai World offered lenders a 1% interest rate and 1% payment-in
kind, Reuters relates, citing a source familiar with the matter.

                       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.


DUNE ENERGY: Inks Deal to Sell South Florence Field for $30MM
-------------------------------------------------------------
Dune Energy reached an agreement in principle to sell its
interests in the South Florence field in Vermilion Parish,
Louisiana, for $30 million to a private party.

As of December 31, 2009, Dune's interest in this field
corresponded to 11.9 Bcfe of proved reserves based on an
independent reserve report.  Production from the field has
averaged approximately 3.8 Mmcfe/day during the first quarter of
2010.  Dune expects to close this sale early in the third quarter
of 2010, with an effective date of May 1, 2010.

Dune anticipates that the sale will be subject to negotiation and
execution of definitive purchase and sale documents, modification
or waiver of applicable provisions of Dune's credit facility,
approval by Dune's Board of Directors, obtaining an independent
opinion as to fair value of the property to be sold, and other
customary closing conditions.

Dune expects to use proceeds from the sale to either temporarily
or permanently repay borrowings under its $40 million revolving
credit facility, and to invest in new assets or fund maintenance,
repair or improvement of its existing properties and assets.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company's balance sheet as of December 31, 2009, showed
$372.6 million in assets, $372.9 million of debts, and
$184.8 million in redeemable convertible preferred stock, for a
stockholders' deficit of $185.1 million.

Standard & Poor's Ratings Services revised its recovery rating on
Dune Energy Inc.'s $300 million second-lien notes upon updated
reserve information.  S&P has revised the rating to '4',
indicating its expectation for average (30%-50%) recovery in the
event of a payment default, from '3'.  The issue-level rating of
'CCC-' on these notes remains unchanged.


EAGLE GEOPHYSICAL: Liquidating Plan Declared Effective Apr. 21
--------------------------------------------------------------
On April 6, 2010, the United States Bankruptcy Court for the
Southern District of Texas confirmed the First Amended Joint
Chapter 11 Plan of Liquidation submitted by Eagle Geophysical,
Inc., Eagle Geophysical Onshore, Inc., and the Official Committee
of Unsecured Creditors.  The Effective Date under the Plan
occurred on April 21, 2010.

The Plan provides for the rejection of all of the Debtor's
remaining executory contracts and unexpired leases.  Any claim for
damages arising from the rejection of an executory contract or
unexpired lease must be asserted in a proof of claim filed with
the Bankruptcy Court no later than 30 days following the earlier
of (a) the date of entry of an order of the Bankruptcy Court
approving such rejection, or (b) the Effective Date of the Plan.

Headquartered in Houston, Texas, Eagle Geophysical (Pinksheets:
EAGG) -- http://www.eaglegeo.com/-- was formed in 1993 as an
upstream oilfield service company engaged in the business of
providing geophysical services, with a specialization in the
acquisition of high definition surface seismic data in
logistically difficult onshore environment.  Eagle Geophysical,
Inc., and Eagle Geophysical Onshore, Inc., filed voluntary chapter
11 petitions (Bankr. S.D. Tex. Case Nos. 09-33753 and 09-33755) on
May 31, 2009, represented by David Ronald Jones, Esq., at Porter
and Hedges LLP in Houston, Tex., and estimating assets of less
than $10 million and debts of less than $50 million at the time of
the filings.


EASTON TENNIS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Easton Tennis Club, Inc.
        153 Chestnut Street
        North Easton, MA 02356

Bankruptcy Case No.: 10-14629

Chapter 11 Petition Date: April 29, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Herbert Weinberg, Esq.
                  Rosenberg & Weinberg
                  805 Turnpike St., Suite. 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Fax: (978) 682-3041
                  E- mail: hweinberg@jrhwlaw.com

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

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

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

The petition was signed by Dennis Czech, president.


EMILIANO CALEMZUK: U.S. Century Wins Foreclosure Suit
-----------------------------------------------------
Emiliano Calemzuk, President of Fox Television Studios, a division
of News Corporation's Fox Entertainment Group, fought and lost a
foreclosure suit against U.S. Century Bank in Miami, Fla.

The property in question is: 8118 Harding Avenue, Miami Beach, FL
33141, a 12-unit apartment building the Calemzuks expected to
convert into condominiums is now in foreclosure.

Calemzuk, along with his father Carlos Calemzuk and their company
8118 Harding LLC, have been ordered to pay a total sum of:
$1,788,110.57 with interest.  The sum includes: mortgage and
interest still owed; court costs and other additional costs; and
attorneys' fees.

The defendants attempted to delay collection efforts by having the
corporate entity file for bankruptcy.  A bankruptcy judge ruled
that the plaintiff, U.S. Century Bank, may proceed with the
foreclosure sale to be held sometime in the month of July.

"I am shocked this has actually proceeded to this point and this
much money and time has been spent in litigating this foreclosure
claim," said attorney Alfonso Perez, of Miami-based Rasco Klock
Reininger Perez Esquenazi Vigil and Nieto, for U.S. Century Bank.

Perez added that he has hired a California law firm to pursue
collection against Emiliano Calemzuk on his personal guarantee,
which according to records, resides in Los Angeles, Calif.


ENNIS COMMERCIAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Ennis Commercial Properties, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $40,038,250
  B. Personal Property              $840,069
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,805,640
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,116,845
                                 -----------      -----------
        TOTAL                    $40,878,319      $43,922,485

Porterville, California-based Ennis Commercial Properties, LLC,
filed for Chapter 11 bankruptcy protection on March 16, 2010
(Bankr. E.D. Calif. Case No. 10-12709).  Peter L. Fear, Esq., who
has an office in Fresno, California, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

These affiliates of the Debtor filed separate Chapter 11
petitions:

     -- Ennis Homes, Inc. (Case No. 09-10848) on February 2, 2009;

     -- Ennis Land Development, Inc., (Case No. 09-16750) on
        July 17, 2009; and

     -- St. James & Ennis Hanford Investments, LLC (Case No.
        09-17500) on August 5, 2009.


EPIX PHARMACEUTICALS: Sets Auction Sale Date on May 28, 2010
------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., Assignee for the Benefit of Creditors
of Epix Pharmaceuticals, Inc.  disclosed that MRI imaging
intellectual properties of the EP-3600 MRI imaging agent will be
auctioned on May 28, 2010.  The assets of Epix were transferred to
him on July 20, 2009 and he is liquidating them for the benefit of
Epix creditors.  He recently reached an agreement with Bayer
Schering Pharma that permits the sale of the MRI imaging programs.

EP-3600 and related analogs are gadolinium-based MRI imaging
agents with a potential indication for myocardial perfusion
imaging.  These lead compounds represent first-in-class collagen
binding agents that are currently in preclinical development.

Persons interested in bidding must sign a Confidentiality
Disclosure Agreement ("CDA") obtained from Finn's Office -
IPSALESERVICES@FINNWARNKEGAYTON.COM or 781-237-8840. They will
then receive a bid package and access to an electronic data room.

                 About Joseph F. Finn, Jr., C.P.A.

Joseph F. Finn, Jr., C.P.A. is the owner of the firm Finn, Warnke
& Gayton, Certified Public Accountants of Wellesley Hills,
Massachusetts.  He works primarily in the area of management
consulting for distressed enterprises, bankruptcy accounting and
related matters, such as assignee for the benefit of creditors and
liquidating agent for a corporation.  He has been involved in a
number of loan workouts and bankruptcy cases for thirty-five (35)
years. His most recent Assignments for the Benefit of Creditors in
the biotech field include Spherics, Inc., ActivBiotics, Inc. and
Prospect Therapeutics, Inc.

                   About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc., is a biopharmaceutical company focused
on discovering and developing novel therapeutics through the use
of its proprietary and highly efficient in silico drug discovery
platform.  The company has a pipeline of internally-discovered
drug candidates currently in clinical development to treat
diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.

                          *     *     *

As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law.  The purpose of the Assignment
is to conclude the company's operations and provide for an orderly
liquidation of its assets.  The Assignment is a common law
business liquidation mechanism under Massachusetts law that is an
alternative to a formal bankruptcy proceeding.  Under the terms of
the Assignment, the Company transferred all of its assets to an
assignee for orderly liquidation and distribution of the proceeds
to the Company's creditors.  The designated assignee for the
company is Joseph F. Finn, Jr., at Finn, Warnke & Gayton, 167
Worcester Street, Suite 201, Wellesley Hills, MA 02481.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                        About Extended Stay

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

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

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


EXTENDED STAY: Creditors Committee Wants Estate Representative
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Extended Stay
Inc.'s cases asks the Court to (i) appoint it as estate
representative, and (ii) confer standing on it to pursue claims
against those that were involved or benefited from the 2007
acquisition of Extended Stay Inc. and its affiliated debtors.

The Creditors Committee want to investigate, prosecute or resolve
in particular claims against:

  (1) the parties identified in the Bankruptcy Examiner Report,
      including Blackstone Group's affiliates, BHAC IV LLC and
      BRE.HV Holdings LLC, which allegedly received illegal
      dividends, avoidable preferences or fraudulent transfers
      from the Debtors and related-causes of action arising out
      of and related to the acquisition;

  (2) the recipients of alleged illegal dividend payments from
      the insolvent Debtors after the 2007 acquisition,
      including BHAC Capital IV LLC, DL-DW Holdings LLC and A-1
      Series Units Recipients;

  (3) the individuals and entities identified in the Examiner
      Report who were members of the Debtors' Board of
      Directors, officers or controlling members for alleged
      breaches of fiduciary duties and for abetting breaches of
      fiduciary duties in connection with the acquisition or the
      authorization of illegal dividends and fraudulent
      transfers by the Debtors when they were insolvent;

  (4) Lightstone Holdings LLC, DL-DW Holdings LLC and other
      related entities, which are owned by insiders of the
      Debtors and which allegedly received excessive "asset
      management fees" from the insolvent Debtors but did not
      provide reasonably equivalent value in exchange;

  (5) the parties identified in the document accompanying Hahn &
      Hessen LLP's April 20, 2010 demand letter for payments
      received within 90 days, or one year for insiders, before
      June 15, 2009, which are recoverable as avoidable
      preferences or fraudulent transfers under Chapter 5 of
      the Bankruptcy Code;

  (6) HVM LLC, HVM Manager, LLC and BHAC Capital IV, LLC, and
      other affiliates identified either directly or indirectly
      in the Examiner Report as being appropriate to
      substantively consolidate, pierce the corporate veil or
      assert an alter ego claim against; and

  (7) U.S. Bank National Association and the trust where the
      $4.1 million mortgage loan is deposited, to challenge the
      validity, enforceability, and perfection of their liens
      and security interests in and to the prepetition
      collateral; and the validity, priority or amount of the
      prepetition mortgages or the $4.1 mortgage loan.

Mark Power, Esq., at Hahn & Hessen LLP, in New York, argues that
the Creditors Committee is the only fiduciary left equipped to
pursue the claims on behalf of creditors and stakeholders since
the Debtors' insiders were materially involved in the buyout who
took "unscrupulous advantage" of the Debtors.

Mr. Power points out that the Debtors are not also in a position
to pursue the claims based on their prior statements that their
estates have no material causes of action; and based on the
filing of multiple plans of reorganization which propose to
release or give away for no consideration to existing creditors,
causes of action against insiders and third parties.

The Court will hold a hearing on May 13, 2010, to consider the
Creditors Committee's request.  Deadline for filing objections is
May 7, 2010.

                        About Extended Stay

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

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

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


EXTENDED STAY: Plan Updated for Centerbridge's $905MM Lead Bid
--------------------------------------------------------------
Extended Stay Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York their Fourth Amended Joint Chapter
11 Plan of Reorganization and Disclosure Statement for 74 of its
debtor affiliates on April 23, 2010.

The Debtors further amended their Chapter 11 plan in light of a
new offer received from investment firms, Centerbridge Partners
LP, Paulson & Co., and Blackstone Real Estate Associates VI L.P.

Centerbridge and Paulson earlier made a $905 million offer, which
includes $450 million in cash and a $200 million pool to backstop
a rights offering.  They agreed to assign a portion of their
commitment to sponsor the Chapter 11 Plan to Blackstone.

The new Centerbridge-Paulson offer, which matched the proposal of
a group of investors led by Starwood Capital Group, allows
Extended Stay to seek better offers from other potential
investors.  It also eliminates a $19.5 million fee and certain
other provisions under the Starwood proposal.

The Centerbridge-Paulson investors are represented by Fried,
Frank, Harris, Shriver & Jacobson LLP and Gibson, Dunn & Crutcher
LLP.

             Centerbridge-Paulson-Blackstone Offer

The revised Plan contemplates that CP ESH Investors LLC, a newly
formed entity wholly owned by the Centerbridge-led group, will
acquire about 42.85% of common interests of the Reorganized
Debtors for a $450 million cash contribution assuming holders of
Class 2 Mortgage Facility Claim accepts the Fourth Amended Plan.

CP ESH will also backstop a rights offering that will generate
additional proceeds of up to $200 million, and commit an
additional amount of up to $255.4 million for creditors who will
opt for cash instead of equity.

The Mortgage Facility Claim, estimated to be approximately
$4.1 billion, refers to the secured claim of the trustee of the
June 2007 Mortgage Loan Agreement entered into by the Debtors with
certain lenders.

Pursuant to the terms of the Fourth Amended Plan, the holder of
the Mortgage Facility Claim will receive a combination of cash,
new mortgage notes and equity in NewCo or the new company that
will be formed as of the effective date of the Fourth Amended
Plan.  Specifically, the holder of the Mortgage Facility Claim
will receive the new mortgage notes in the sum of $2,818,184,243,
and about 38.11% of the issued and outstanding common interests
of NewCo, with each common interest having a stated value of
$1,000.

Moreover, the holder of the Mortgage Facility Claim will receive
100% of the rights to be issued pursuant to a rights offering for
19.04% of NewCo's common interests, subject to certain
adjustments, that will generate proceeds of up to $200 million.

The equity interests in the Mortgage Borrowers and certain of the
Debtors will be cancelled and reissued to NewCo.  The balance of
the Debtors will be liquidated and dissolved as of the Plan
effective date.

Thus, upon consummation of the Plan, NewCo will be owned
indirectly by the Centerbridge-led group, through CP ESH or
another assigned entity, by holders of certain classes of
mortgage certificates and by those who participate in the rights
offering.  NewCo will own and control the 666 properties, which
secure the Prepetition Mortgage Loan, and other assets necessary
to operate the Debtors' businesses.

The Fourth Amended Plan retains the classification and treatment
of the 15 classes of claims and interests.

                     Other Plan Amendments

Under the Fourth Amended Plan, NewCo will be managed by a seven-
member Board of Managers.  The Board of Managers will be composed
of the chief executive officer of the new company; five members
designated by CP ESH, its members and affiliates; and one
independent member acceptable to CP ESH, its members and
affiliates.  Each will have one vote on all matters to be voted
on by the Board of Managers.

Upon the Plan Effective Date, members of the Board of Managers
will serve and will be selected pursuant to the terms of a NewCo
Operating Agreement.

Pursuant to the NewCo Operating Agreement, CP ESH will continue
to have the right to elect five members of the Board of Managers
so long as the company, its members and affiliates continue to
hold at least 25% of the common interests issued to the company
as of the Plan Effective Date.  The Agreement also provides that
the management of NewCo will be vested exclusively in the Board
of Managers.

The Fourth Amended Plan also clarifies that Section 10.10, which
provides for a release of Extended Stay's directors, managers,
employees and other concerned parties, should not be construed as
a release for any potential claims, causes of action, charges,
suits or rights of recovery referenced in the report prepared by
the Court-sanctioned bankruptcy examiner arising out of or
related to the acquisition of Extended Stay in 2007.

Full-text copies of the Fourth Amended Plan and Disclosure
Statement are available for free at:

     http://bankrupt.com/misc/ESI_4thAmendedPlan.pdfV
     http://bankrupt.com/misc/ESI_DS4thAmendedPlan.pdf

                        About Extended Stay

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

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

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


FAIRVIEW PLAZA: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fairview Plaza of Shawano LLC
        1444 E. Green Bay Street
        Shawano, WI 54166

Bankruptcy Case No.: 10-27035

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Lawrence G. Vesely, Esq.
                  416 South Monroe Avenue
                  P.O. Box 368
                  Green Bay, WI 54305
                  Tel: (920) 437-5405
                  E-mail: larry@veselylaw.com

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

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

A list of the Company's 4 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wieb10-27035.pdf

The petition was signed by April Schreiber, member.


FEDERICO CURBELO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Federico E. Curbelo
        750 E Sample Rd Bldg 1 Bay 8
        Pompano Beach, FL 33064

Bankruptcy Case No.: 10-21704

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: James O. Stola, Esq.
                  3057 N Rockwell #16
                  Chicago, IL 60618
                  Tel: (773) 969-6570

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

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

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

The petition was signed by Federico E. Curbelo.


FIDELITY NATIONAL: Fitch Upgrades Issuer Default Rating to 'BB-'
----------------------------------------------------------------
Fitch Ratings has upgraded Fidelity National Financial, Inc.'s
Issuer Default Rating to 'BB-' from 'B+'.  Fitch has also upgraded
the senior debt ratings of FNF to 'B+' from 'B'.  In addition, the
Insurer Financial Strength ratings of FNF's title insurance
subsidiaries were affirmed at 'BBB-'.  The Rating Outlook for all
ratings was revised to Stable from Negative.

The upgrade of FNF's IDR reflects an overall improvement in the
debt-to-tangible capital measure which was 31.4% at the end of the
first quarter 2010.  When Fitch last reviewed FNF's ratings in
September 2009 the company's debt-to-tangible capital ratio was
44% which prompted a widening of the debt notching.  The current
four notch gap between the IFS ratings and senior unsecured
ratings is standard for holding company ratings with a non-
investment grade IDR.

The Stable Rating Outlook on the IFS ratings reflects FNF's
operating advantage relative to peers in light of continued
challenges faced by the title insurance industry.  Specifically,
mortgage originations are forecast to fall during 2010, placing
added pressure on title insurance margins.  The Stable Outlook
also considers acknowledgement of FNF's successful integration of
the former LandAmerica Financial Group underwriters during an
extraordinarily difficult operating environment.

FNF recently issued $300 million senior notes that carry a 6.6%
coupon and mature in May of 2017.  The proceeds from the offering
will be used to pay down FNF's bank line of credit and therefore
will not impact consolidated financial leverage.  Debt-to-total
capital as of March 31, 2010 was 21%.  Interest coverage was weak
at 1.5 times during the first quarter of 2010 compared to full
year 2009's interest coverage of 9.3x.

Fitch's decision to affirm the IFS ratings of the operating
companies reflect an improved statutory surplus position and pro
forma consolidated statutory risk-adjusted capital ratio.  In
spite of the period-to-period improvement, Fitch believes that FNF
maintains an aggressive capital management strategy where the net
leverage of the underwriting subsidiaries is approximately 8 times
at year end 2009 compared to 5-6 times range for peer companies.
On a consolidated basis, Fitch's Risk Adjusted Capital (RAC) ratio
for the title group was modestly below 100% at year-end 2009, up
from an estimated 73% at year-end 2008.

At a RAC ratio under 100%, Fitch views statutory capital as being
at a level generally below expectations for an investment grade
IFS rating.  However, despite this weaker capitalization, Fitch
maintains an investment grade IFS rating on FNF's subsidiaries in
recognition that operating results both historically and through
2009 were better than peers.  Favorably as well for the rating,
FNF holds the largest market share in the title insurance
industry.

Fitch has upgraded these ratings and revised the Rating Outlook to
Stable from Negative:

Fidelity National Financial, Inc.

  -- Issuer Default Rating to 'B+' from 'B';

  -- $250 million 7.3% senior note maturing Aug.  15, 2011 to 'B+'
     from 'B';

  -- $250 million 5.25% senior note maturing March 15, 2013 to
     'B+' from 'B';

  -- Unsecured bank line of credit to 'B+' from 'B'.

Fitch has assigned a 'B+' senior unsecured debt rating to this new
issuance of Fidelity National Financial, Inc.:

  -- $300 million 6.75% senior note maturing May 15, 2017.

In addition, Fitch has affirmed these ratings and revised the
Rating Outlook to Stable from Negative:

Fidelity National Title Ins. Co.
Ticor Title Ins. Co. of FL
Alamo Title Insurance Co. of TX
Nations Title Insurance of NY
Chicago Title Ins. Co.
Chicago Title Ins. Co. of OR
Security Union Title Ins. Co.
Ticor Title Ins. Co.
Lawyers Title Insurance Corp.
Commonwealth Land Title Insurance Co.
LandAmerica NJ Title Insurance Co.

  -- Insurer Financial Strength at 'BBB-'.


FIRST DATA: Fitch Affirms Issuer Default Rating at 'B'
------------------------------------------------------
Fitch Ratings has affirmed these ratings for First Data Corp.:

  -- Long-term Issuer Default Rating at 'B';

  -- $2 billion senior secured revolving credit facility due 2013
     at 'BB-/RR2';

  -- $13 billion senior secured term loan B due 2014 at 'BB-/RR2';

  -- $3.75 billion 9.875% senior unsecured notes due 2015 at
     'CCC/RR6';

  -- $3 billion 10.55% senior unsecured notes with four-year
     mandatory paid-in-kind interest due 2015 at 'CCC/RR6';
     and

  -- $2.5 billion 11.25% senior subordinated notes due 2016 at
     'CC/RR6'.

The Rating Outlook is Stable.

The ratings affirmation and outlook reflect these considerations:

  -- Fitch expects revenue (excluding reimbursables) and EBITDA to
     increase in the high-single digits in 2010 driven by the
     resumption of global economic growth and continued secular
     trends favoring electronic payments.  EBITDA including
     affiliates should increase to approximately $2.2 billion or
     above.

  -- Fitch expects funds from operation to be approximately
     $500 million or higher, which reflects FDC's relatively high
     conversion of EBITDA less $1.4 billion expected cash interest
     expense to operating cash flow.  Free cash flow should be
     modestly positive.

  -- Fitch expects FDC to use any positive free cash flow to
     reduce debt beyond the approximately $128 million annual
     amortization of the company's secured term loan.  Fitch notes
     that the potential exists for FDC to materially de-lever over
     the next few years if the global economic rebound continues
     and the company maintains its market position.

  -- Fitch estimates current leverage (total debt to operating
     EBITDA) at 10.6 times and expects this figure to drop to
     approximately 10.0x by year end 2010 and 9.0x by year end
     2011.  Interest coverage (EBITDA to gross interest expense),
     currently at 1.1x, is expected to increase modestly to 1.1x
     and 1.2x by years end 2010 and 2011, respectively.

The ratings are reliant upon a resumption of low-single digit
global economic growth and more normal consumer spending trends.
Given FDC's highly levered balance sheet and refinancing needs
beginning in 2013, Fitch does not believe the company could manage
through another decline in economic activity.  Below is Fitch's
perspective on the company's future capital structure benchmarks
and growth requirements to manage its refinancing risks:

  -- Beginning October 2011, FDC's 10.55% PIK senior unsecured
     notes due September 2015 (currently $3.35 billion
     outstanding) convert to cash pay.  The first semi-annual cash
     interest payment on these notes of approximately $195 million
     will be due March 2012.

  -- In September 2013, FDC's $1.77 billion RCF expires.  The
     company currently has no borrowings against this facility.
     The RCF charges interest expense on borrowings of Libor plus
     275 basis points and a facility fee of 50 basis points.

  -- In September 2014, FDC's term loan B becomes due.  Currently,
     there is $12.6 billion outstanding under this loan which
     carries an interest rate of Libor plus 275 basis points.  The
     company used interest rate swaps to fix the interest expense
     of a substantial portion of this loan and currently pays an
     effective rate of approximately 6%.  Fitch expects
     $2.5 billion of swaps to expire in September 2010 which will
     likely enable the company to reduce interest expense given
     current Libor rates.

  -- To manage the increased cash interest expense of
     approximately $400 million annually beginning 2012, Fitch
     estimates that FDC will need to increase EBITDA by
     approximately 15% to 20% cumulatively over the next two
     years.  Given the high fixed cost nature of the business and
     resulting positive operating leverage, Fitch estimates that
     this would necessitate mid- to high-single digital annual
     revenue growth during that period which is well within
     expectations for the business under normal economic
     conditions.  The expiration of the $2.5 billion term loan
     swaps should also assist with the PIK cash pay conversion.

  -- To manage the refinancing risk of the term loan in 2014,
     Fitch estimates that the company would need to reduce
     leverage to below 8x in 2013 in order to demonstrate positive
     equity value and position the company for a potential IPO.
     Fitch estimates that this would require a minimum of 30%
     cumulative EBITDA growth over the next three years.

  -- The aforementioned EBITDA growth estimates are predicated
     upon FDC achieving its historically normal but relatively
     high rate of EBITDA conversion to cash.  Over the past two
     years, Fitch estimates that FDC has converted approximately
     100% of EBITDA less cash interest to cash from operations due
     in part to generally stable working capital requirements in
     the business.

Fitch believes that there are reasonable expectations that FDC
will continue to grow EBITDA and free cash flow sufficiently to
manage the conversion of its PIK notes to cash pay at the end of
2011.  However, the company's ability to manage its refinancing
needs are less certain and dependent in part upon growth
expectations for the company beyond the next three years as well
as the interest of equity investors in a potential IPO of the
company sometime before mid-2014.  In the interim, Fitch believes
that changes in the capital structure are less likely,
particularly given the company's limited ability to affect a
distressed debt exchange due to restricted payment covenants in
its senior secured debt indenture which limits payments on non-
secured debt to approximately $500 million.  However, FDC does
have a $1.5 billion accordion feature to its senior secured term
loan which appears similar in nature to loan features utilized by
other issuers to essentially affect a distressed debt exchange
irrespective of a restricted payments covenant.

While Fitch believes that FDC has sufficient runway to still grow
out of its current capital structure, there is limited opportunity
for negative surprises.  In particular, FDC has been and could
continue to be impacted by economic conditions affecting consumer
credit and consumer spending in the U.S. and abroad.  These issues
include:

  -- FDC's Retail Services segment is correlated to consumer
     spending, partially offset by the secular shift to card-based
     transactions in lieu of cash.  A further decline in consumer
     spending could pressure growth expectations inherent in the
     current rating.

  -- Conversely, FDC could be positively impacted by a
     normalization of consumer spending trends, in particular the
     mix shift between large discount retailers and local
     merchants.  During the recent downturn, consumer spending was
     more than typically concentrated at discount retailers where
     FDC earns significantly less per transaction and dollar
     spent.  A rebound in consumer spending that also leads to a
     reversing of this mix shift could add materially to growth
     expectations for revenue and EBITDA.

  -- Continued tightening of consumer credit could limit growth
     opportunities.  A decline in consumer credit card
     availability is thought to have contributed to the recent
     surge in PIN debit card usage (although this is also impacted
     by the mix shift to large retailers where PIN debit is more
     widely accepted) for which FDC earns less money.  In
     addition, declines in consumer credit card issuance and
     activity negatively impacted the Financial Services segment.

As a result, Fitch expects quarterly earnings results and future
economic expectations to potentially impact FDC's ratings going
forward.  Aside from macro factors potentially impacting future
results, Fitch believes that there are several operational risks
which could impact the ratings near term including:

  -- FDC must demonstrate positive operating leverage in its
     international business where growth has lagged expectations.

  -- Competitive pressure in the merchant acquisition business,
     potentially from Chase Paymentech or other competitors
     targeting the local merchant market.

  -- Cost savings and control of variable operating expenses.

From an operational perspective, Fitch believes core credit
strengths include:

  -- Stable end-market demand with below average susceptibility to
     economic cyclicality.

  -- A highly diversified, global and stable customer base
     consisting principally of millions of merchants and large
     financial institutions.

  -- A significant advantage in scale of operations and
     technological leadership positively impact the company's
     ability to maintain its leading market share and act as
     barriers to entry to potential future competitors.  In
     addition, FDC's Financial Services business benefits from
     long-term customer contracts and generally high switching
     costs.

  -- Stable working capital requirements typically enable a high
     conversion of EBITDA less cash interest expense into cash
     from operations.

Fitch believes operational credit concerns include:

  -- Mix shift in the Retail Services segment, including a shift
     in consumer spending patterns favoring large discount
     retailers as well as higher growth in the usage of PIN debit
     cards, has negatively impacted profitability and revenue
     growth and could lead to greater than anticipated volatility
     in results.

  -- High fixed cost structure with significant operating leverage
     would typically drive volatility in profitability during
     business and economic cycles.

  -- Consolidation in the financial services industry and changes
     in regulations could continue to negatively impact results in
     the company's Financial Services segment.

  -- Potential for new competitive threats to emerge over the long
     term including new payment technology in the Retail Services
     segment, the potential for a competitor to consolidate market
     share in the Retail Services segment, and the potential for
     historically niche competitors in the Financial Services
     segment to move upstream and challenge FDC's relative
     dominance in card processing for large financial
     institutions.

In addition, Fitch believes the credit suffers from a general lack
of transparency due to multiple segment accounting changes over
the years as well as the varying reporting nature of numerous
joint ventures.  In addition, FDC has experienced significant
management turnover the past few years including three different
CFOs and two CEOs which includes the current interim CEO.

From a financial perspective, Fitch believes core credit strengths
include expectations that the company will use excess free cash
flow for debt reduction.  Credit concerns include a highly levered
balance sheet that results in minimal financial flexibility and
reduces the company's ability to act strategically in a business
that has historically benefited from consolidation opportunities.
Expectations for modest growth in free cash flow over the next
several years may not be sufficient to manage pending changes in
the company's capital structure including the conversion of PIK
notes to cash pay at the end of 2011 and the need to refinance the
company's secured term loan in 2014.  FDC's ability to manage this
refinancing risk may in part be contingent upon its ability to
attract equity capital in future years which could be impacted by
future growth expectations for the company as well as future
equity risk premiums.  The multiple at which investors would be
willing to invest in the company would determine the extent of
deleveraging necessary over the next few years in order to realize
an enterprise value in excess of existing debt obligations.

Negative rating action could occur if FDC can not demonstrate an
ability to grow EBITDA by approximately 8% or more annually as
estimated by Fitch to be required to manage higher cash interest
expense and refinancing risks in the future.  Fitch expects
revenue growth in the Retail Services segment and International to
materially exceed overall economic growth over the next 12 months,
combined with positive operating leverage.  If quarterly results
lag these expectations or future economic expectations decline
materially, negative ratings actions are likely.  Conversely,
positive rating action could occur if free cash flow was
considered more than sufficient to manage the higher cash interest
expense beginning in 2012 and if it were deemed likely that FDC
could reduce leverage to below 8x before 2014.

Total liquidity as of Dec. 31, 2009, was solid and consisted
of $737 million in cash and $1.73 billion available under a
$2 billion senior secured RCF that expires September 2013.
The reduced availability under the RCF reflects approximately
$230 million which was provided by an affiliate of Lehman
Brothers and is no longer available to be borrowed upon in
addition to letters of credit currently outstanding.  Fitch
expects approximately $230 million of the existing cash balances
to be used for the 5% Rockmount put option on the company's Bank
of America joint venture.

Total debt as of Dec. 31, 2009, was approximately $22.6 billion
and consisted primarily of these: i) $12.6 billion outstanding
under a secured term loan B maturing September 2014;
ii) $3.75 billion in 9.875% senior unsecured notes maturing
September 2015; iii) $3.3 billion in 10.55% notes maturing
September 2015 with mandatory PIK interest through September 2011
and cash interest thereafter; and iv) $2.5 billion of 11.25%
senior subordinated notes maturing September 2016.  In addition,
the parent company of FDC, First Data Holdings, Inc., has
outstanding $1 billion original value senior unsecured PIK notes
due 2016.

The Recovery Ratings for FDC reflect Fitch's recovery expectations
under a distressed scenario, as well as Fitch's expectation that
the enterprise value of FDC, and hence recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation scenario.  In deriving a
distressed enterprise value, Fitch applies a 10% discount to FDC's
estimated operating EBITDA (adjusted for equity earnings in
affiliates) of approximately $2.1 billion for the latest 12 months
(LTM) ended Dec. 31, 2009, which is equivalent to Fitch's estimate
of FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction.  As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event.  The 'RR2'
for FDC's secured bank facility reflects Fitch's belief that 71%-
90% recovery is realistic.  The 'RR6' for FDC's senior and
subordinated notes reflect Fitch's belief that 0%-10% recovery is
realistic.  The 'CC/RR6' rating for the subordinated notes
reflects the minimal recovery prospects and inherent subordination
in a recovery scenario.


FIRSTLIGHT HYDRO: Fitch Downgrades Senior Secured Rating to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has downgraded FirstLight Hydro Generating Company
senior secured rating, as well as the Issuer Default Rating and
outstanding debt ratings of FirstLight Power Resources Inc.:

FirstLight Hydro Generating Company

  -- Senior secured first mortgage bonds to 'BB+' from 'BBB-'
     ($320 million original issue; $304.750 million outstanding).

FirstLight Power Resources

  -- IDR to 'B-' from 'B+';

  -- First lien credit facilities to 'B+/RR2' from 'BB/RR2'
     ($550 million original issue; $386.663 million outstanding);

  -- Second lien credit facilities to 'B-' from 'B' and revised
     the Recovery Rating to 'RR4' from 'RR5' ($170 million
     original issue; $170 million outstanding).

The Rating Outlook for all ratings is revised to Negative from
Stable.

The downgrade reflects FLPR's notable decline in financial
performance in 2009, continued financial pressure from 2010-2011,
and Fitch's projection of below 1.0 times debt service coverage
once the financial hedge expires in December 2011.  While
projected rating metrics for FLPR are consistent with lower
ratings, they are moderated by the expectation of continued
support from a strong sponsor.

The Negative Outlook reflects FLPR's difficulty in locking in
additional favorable hedges in the current power pricing
environment and Fitch's projection that absent increases in
electricity demand and pricing, the rating could be further
downgraded.

During 2009, low gas prices and reduced energy demand led to lower
wholesale power prices in the New England Independent System
Operator region.  The Northfield hydro-pumped storage and Mt. Tom
coal facilities experienced reduced dispatch and lower gross
margins.  Lower prices for power and ancillary services resulted
in a decline in revenues for merchant hydro facilities.
Consequently the FLPR holding company experienced an 18.7% EBITDA
reduction compared to 2008.  FLPR exceeded its covenanted maximum
leverage ratio in third quarter 2009 and ended the year with a
consolidated debt service coverage ratio of 0.96x (including
FLPR).  The HGC project maintained senior DSCR of 1.72x at the HGC
project level.  As the hedge remains in effect through December
2011, Fitch projects HGC debt service coverage will remain
adequate in 2010 and 2011.  After 2011, merchant energy revenues
will grow on average (based on the last three years) to 66% of
total revenues from 13% of total revenues.

While FLPR and HGC benefited from reduced fuel and operation and
maintenance expenses in 2009, strong sponsor support from GDF Suez
Energy North America was required to buoy the project in 2009.
Optional principal prepayment by the sponsor is expected to reduce
the project's financial burden in the near term.  Specifically,
GSENA provided $70 million in prepayments in December 2009 and
$46 million in March 2010, eliminating the requirement for the
project to make scheduled principal payments on 1st lien
obligations (remaining principal payments will be based upon cash
sweep calculations).  In addition, while $45 million in capital
expenditures consumed the project's 2009 cash flow, GSENA is
expected to fund up to $80 million of the project's $169 million
five-year (2010-2014) capital plan.  About half of the 2009
capital investment was used to complete environmental emissions
control.  Furthermore, by novating a hedge to the corporate
parent, FLPR was able to achieve savings by reducing the amount of
the backup letter of credit.

Forward natural gas prices and expected electricity demand growth
in the NEISO region are both lower now than at the time the FLPR
leverage buyout (LBO) debt was originally rated in September 2006.
Consequently, without continued sponsor support from GSENA, there
may not be sufficient cash flow to meet debt service obligations.
Fitch also notes that it may be challenging to refinance the
substantial amounts of 1st and 2nd Lien credit facilities maturing
in 2013 and 2014 without additional sponsor support given the high
leverage.

What could trigger a rating downgrade?

  -- Continued decline in financial performance for HGC and FLPR;

  -- Material increase in revenue exposure to the merchant market;

  -- Expenses (e.g. capital expenditures and O&M) that materially
     exceed management's budget;

  -- Continuation of historically low trends in NEISO power
     prices, spark spreads, and plant utilization.

Purchased in December 2008, GSENA owns First Light Hydro
Generating Company and the Mt. Tom coal-fired power plant, which
serve the NEISO region.  HGC is a portfolio of primarily
hydroelectric power plants, including the 1,080 megawatt
Northfield Mountain pumped storage facility, 12 hydroelectric
plants (run-of-the river and conventional) totaling 195MW and a
21MW combustion turbine.  Mt. Tom is a 146-MW coal-fired facility.
While HGC is separately encumbered with $320 million of amortizing
secured bonds maturing in 2026, Mt. Tom is unencumbered by debt.


FORD MOTOR: April 2010 Sales Up 25% From Year Ago
-------------------------------------------------
Ford Motor Company said Monday it continued to post strong sales
and market share gains in April, with Ford, Lincoln and Mercury
dealers delivering 162,996 new vehicles in April -- a 25% increase
versus a year ago.  It marks the fifth month in a row Ford sales
have increased more than 20%.  Year-to-date sales totaled 591,592,
up 34%.

In April, Ford retail sales were up 32% versus a year ago, and
Ford gained retail market share for the 18th time in the last 19
months.  Fleet sales were up 13%.  Ford said it is benefiting from
a fresh lineup of new, high-quality, fuel-efficient vehicles
delivering industry-leading levels of safety and smart design.

"Customers are benefitting from our strong new product lineup,"
said Ken Czubay, Ford vice president, U.S. Marketing Sales and
Service.  "Our laser focus on quality and dependability is
increasing Ford resale values at a higher rate than the overall
industry, bringing real value to Ford customers at trade-in time
and driving industry-leading customer satisfaction and higher
market share."

On average, resale values of Ford vehicles have increased 23%
versus last year, outpacing the industry average by 4 percentage
points, according to the latest North American Dealers Association
auction data.  Ford vehicles now have the fewest number of defects
of any full-line manufacturer and the highest customer
satisfaction with vehicle quality among all major automakers,
according to a first quarter study by RDA Group of Bloomfield
Hills, Mich.

Once again, sales were higher throughout Ford's lineup in April --
continuing a trend that began in December.  Cars were up 10%
versus a year ago, utilities were up 33%, and trucks were up 38%.
Among brands, Ford sales were up 26%, Lincoln sales were up 22%
and Mercury sales were up 19%.

A full-text copy of Ford's sales release is available at no charge
at http://ResearchArchives.com/t/s?614a

                         About Ford Motor

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

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

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

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

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


FOREST SPRINGS: Case Summary & 15 Largest Unsecured Creditors
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Debtor: Forest Springs, LLC
        P.O. Box 31568
        Raleigh, NC 27622

Bankruptcy Case No.: 10-03425

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: William P. Janvier, Esq.
                  Everett Gaskins Hancock & Stevens, LLP
                  P.O. Box 911
                  Raleigh, NC 27602
                  Tel: (919) 755-0025
                  Fax: (919) 755-0009
                  E-mail: bill@EGHS.com

Scheduled Assets: $8,300,000

Scheduled Debts: $7,415,965

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb10-03425.pdf

The petition was signed by John R. Lancaster, member/manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Lyndale Developers, LLC                10-03426   4/29/10


FORD AUTO SECURITIZATION: DBRS Assigns Class D at 'BB'
------------------------------------------------------
DBRS has assigned these ratings to Ford Auto Securitization Trust
2010-R2 (the Trust or FAST):

  -- AAA to the Asset-Backed Notes, Series 2010-R2, Class A (the
     Class A Notes)

  -- AA to the Asset-Backed Notes, Series 2010-R2, Class B (the
     Class B Notes)

  -- "A" to the Asset-Backed Notes, Series 2010-R2, Class C (the
     Class C Notes)

   -- BB (high) to the Asset-Backed Notes, Series 2010-R2, Class D
     (the Class D Notes)

On closing, the Trust acquired a portfolio of retail car and light
truck auto loans (the Portfolio of Loans) from Ford Credit Canada
Limited (FCCL).  The Class A Notes, Class B Notes, Class C Notes
and Class D Notes (collectively, the Notes) are pass-through
securities, with monthly repayment of interest and principal based
on actual cash flows from the Portfolio of Loans and are rated
based on full repayment by their final scheduled payment dates.

Stress tests using assumptions, including replacement servicer
fees and large increases in delinquency and credit losses,
indicate that credit enhancement provides sufficient protection to
the Notes to warrant the ratings assigned.


FREMONT STORE: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fremont Store Fronts, LLC
          dba Commons on the Boulevard, LLC
        3933 NE MLK Boulevard, Suite 102
        Portland, OR 97212

Bankruptcy Case No.: 10-33886

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Douglas R. Pahl, Esq.
                  1120 NW Couch Street 10th Floor
                  Portland, OR 97209-4128
                  Tel: (503) 727-2087
                  E-mail: dpahl@perkinscoie.com

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

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

According to the schedules, the Company says that assets total
$5,461,374 while debts total $3,884,824.

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/orb10-33886.pdf

The petition was signed by Timothy H. Ray, manager/member.


FREMONT COMMONS: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fremont Commons, LLC
        3933 NE MLK Boulevard, Suite 102
        Portland, OR 97212

Bankruptcy Case No.: 10-33888

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Douglas R. Pahl, Esq.
                  1120 NW Couch Street 10th Floor
                  Portland, OR 97209-4128
                  Tel: (503) 727-2087
                  E-mail: dpahl@perkinscoie.com

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

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

According to the schedules, the Company says that assets total
$3,287,118 while debts total $2,852,632.

A copy of the Company's list of 8 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/orb10-33888.pdf

The petition was signed by Timothy H. Ray, manager/member.


FUNERAL HOME: Files for Bankruptcy to Halt Foreclosure
------------------------------------------------------
Susan Latham Carr, staff writer of Ocala.com reports that Funeral
Home P.A. filed for Chapter 11 bankruptcy protection to stop a
foreclosure action wherein GM-1 Partnership was named successful
bidder of the company's property on March 9, 2010.  Counsel for
GM-1 Partners is challenging the Company's bankruptcy filing
because it thwarts its clients efforts to gain possession of the
property.  Funeral Home P.A. provides funeral and mortuary
services.


FX LUXURY: Gets Interim Okay to Use Cash Collateral
---------------------------------------------------
FX Luxury Las Vegas I, LLC, sought and obtained authority from the
Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada to use the cash collateral securing their
obligation to their prepetition lenders.

Deanna L. Forbush, Esq., at Fox Rothschild LLP, the attorney for
the Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.  The Debtor will
use the collateral pursuant to a budget, a copy of which is
available for free at:

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

The parties with interest in cash collateral are: Landesbank
Baden-Wurttemberg, New York Branch, as the administrative agent
and the collateral agent (the First Lien Agent) and a lender,
together with the other lenders from time to time party thereto
(together with the First Lien Agent, the Senior Group), under the
First Lien Credit Agreement.

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders adequate protection liens to protect
the lenders form the diminution in value of the collateral.

The Debtor consented to provide certain adequate protection to the
Senior Group in consideration for the Senior Group's consent to
Debtor's use of cash collateral.

The Debtor will grant the First and Second Lien Lenders
replacement liens.  The lenders' adequate protection obligations
will constitute allowed administrative expense claims.

The Debtor grants junior adequate protection to Second Lien
Lenders that is comparable to the adequate protection granted to
the First Lien Lenders even though the Debtor believes based on
independent third-party appraisals that the Second Lien Lenders
are undersecured.  Pursuant to certain Amended and Restated
Intercreditor Agreement dated as of July 6, 2007, the Second Lien
Lenders are deemed to consent to Debtor's use of cash collateral
so long as they receive comparable junior liens as the First Lien
Lenders.

The Court has set a final hearing for May 10, 2010, at 9:30 a.m.
on the Debtor's request to use cash collateral.

The First Lien Agent is represented by Shearman & Sterling LLP.

The Second Lien Agent is represented by Haynes & Boone.

                          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.


GENERAL GROWTH: Simon Property Bids $5.8 Billion for All Assets
---------------------------------------------------------------
Reuters reported Monday that sources familiar with the matter said
Simon Property Group Inc. has bid $5.8 billion for all of General
Growth Properties Inc., even as its offer to buy a minority stake
in its rival was rejected.

As reported by the Troubled Company Reporter on May 4, 2010,
General Growth 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.

According to Reuters, Simon has bid $18.25 per share for all of
General Growth, more than double the $9 per share it initially
offered.  Reuters relates Simon will also pay holders of
$7 billion in General Growth unsecured debt in cash and assume
billions in mortgages and other property-level debt.

Reuters also relates one of the sources said, for General Growth
investors to do better than Simon's offer under a recapitalization
plan, they would have to value its properties higher than any of
those of its U.S. peers.

Reuters also note that Simon teamed up with private equity firm
Blackstone Group LP to make the bid for all of General Growth, the
sources said.  Blackstone has committed more than $1 billion to
support a Simon deal, the first source said, according to Reuters.

Simon structured the offer for the entire company along the lines
first used by Brookfield -- a core General Growth, comprised of
its vast collection of malls, and General Growth Opportunities,
they said, according to Reuters.  The report says General Growth
Opportunities would be a new entity created to house certain
General Growth non-income producing assets.  It would be treated
as it is under the Brookfield offer, the sources added.

Simon offered $13.25 per share -- $3.25 per share in cash and $10
per share in stock -- for the core of General Growth, the sources
said, according to Reuters.  General Growth has valued General
Growth Opportunities (GGO) at another $5 per share. One of the
sources said Simon had not ascribed a value to GGO.

Simon is the No. 1 U.S. mall operator and General Growth No. 2.
Simon owns or has interest 381 properties in North America, Europe
and Asia.  General Growth owns about 200 properties, chiefly in
the United States.

According to Reuters, the second source said, to allay antitrust
concerns in a takeover, Simon committed to divest up to 15 million
square feet, up from the 10 million square feet it offered
earlier.  An average regional mall runs about 400,000 to 800,000
square feet. General Growth's Fashion Show in Las Vegas is nearly
2 million square feet.

                       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: Retail Sales Increase 33% in April 2010
-------------------------------------------------------
A combined retail sales increase of 33% for Chevrolet, Buick, GMC
and Cadillac propelled total sales for General Motors' four brands
in the U.S. to 183,091 during April.  This represents a 20%
increase from a year ago.  For the calendar year-to-date, combined
total sales for Chevrolet, Buick, GMC and Cadillac are up 31%.

The continued year-over-year sales increases are largely being
driven by the company's launch products, which now represent one
of every four GM vehicles sold at retail.  Year-to-date, combined
sales of the Chevrolet Camaro, Chevrolet Equinox, Buick LaCrosse,
GMC Terrain and Cadillac SRX are up nearly 300%, at 110,176,
compared to the vehicles they replaced.

"Clearly, our launch vehicles are hitting the mark with consumers
who are looking for bold styling, quality, safety and fuel
efficiency," said Steve Carlisle, vice president of U.S. Sales
Operations.  "But our results aren't limited to just our newest
vehicles.  Sales of our full-size pickups and our mid-sized
crossovers continue to strengthen."

Retail sales of GM's full-size pickups, the Chevrolet Silverado,
Avalanche and GMC Sierra were up a combined 20% in April, and are
up 8% year-to-date.  Retail sales of GM's mid-sized crossovers --
the Chevrolet Traverse, Buick Enclave and GMC Acadia -- increased
26% in April and are 15% higher year-to-date.

"The good news is that we have more on the way, including the all-
new Buick Regal this spring and the Chevrolet Cruze in the third
quarter," added Mr. Carlisle.

Chevrolet dealers reported sales of 135,369 -- 17% higher than
April 2009.  Retail sales for the brand were 32% higher for the
month.  Retail sales of the Chevrolet Malibu surged 38% for the
month -- the seventh consecutive month of year-over-year sales
increases.  The Chevrolet Silverado, Equinox, Traverse and Camaro
all posted year-over-year retail sales increases of 20% or more.

Buick sales rose 36% for the month to 12,181 -- the seventh
consecutive month of double digit year-over-year sales increases.
Retail sales for Buick rose 42% during April.  Buick LaCrosse had
its best retail month since 2005, with an increase of 237% for the
month.  Year-to-date sales of the LaCrosse have increased 154%,
with 42% of sales coming from consumers who replaced a non-GM
vehicle.

GMC sales of 24,224 were 18% higher than last year, while retail
sales for the brand were up 37%.  Sales were led by retail sales
of the GMC Terrain, which were up 537% for the month versus the
vehicle it replaced.  For the year, sales of the Terrain are up
313%.  The Terrain continues to attract new customers to the
brand, where 46% of buyers are trading in a non-GM make.

Cadillac sales increased 36% to 11,317, while retail sales
improved 31% for the month.  April retail sales of the SRX were
504% higher than a year ago, and are up 405% for the year.  The
SRX continues to bring new customers to the Cadillac brand.  Year-
to-date, 49% of SRX buyers traded in a competitive brand.

Month-end dealer inventory in the U.S. stood at about 430,000
units, which is about 3,000 higher compared to March 2010, and
about 311,000 lower than April 2009.

                       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)


GMAC FINANCIAL SERVICES: Reports Preliminary Q1 2010 Results
------------------------------------------------------------
GMAC Financial Services disclosed in a press release Monday its
preliminary operating results for the first quarter ended
March 31, 2010.  The Company reported net income of $162 million
for the first quarter of 2010, compared to a net loss of
$675 million for the first quarter of 2009.  Core pre-tax income,
which reflects income from continuing operations before taxes and
original issue discount amortization expense from bond exchanges,
totaled $564 million in the first quarter of 2010, compared to a
core pre-tax loss of $482 million in the comparable prior year
period.

Total net revenue was $1.858 billion for the first quarter of
2010, compared to $1.740 billion for the first quarter of 2009.

Core pre-tax income during the quarter was driven by: higher net
interest margin; gains on asset sales; improved servicing income;
and significantly lower loan loss provision expense, while
coverage ratios remained strong.  The lower loan loss provision
expense during the quarter was due to the strategic actions
related to the mortgage business taken at year-end 2009,
stabilizing auto credit trends, a strong used car market and the
continued liquidation of certain legacy portfolios.

"The first quarter marks a key milestone in GMAC's transformation,
as the Company made significant strides toward achieving our
strategic objectives," said GMAC Chief Executive Officer Michael
A. Carpenter.  "We achieved profitability, our premier auto
finance franchise continued to expand, the capital markets
reopened to GMAC debt, we have reduced expenses, and we took
several additional steps to contain and reduce risk in the
mortgage business."

GMAC's consolidated cash and cash equivalents were $14.7 billion
as of March 31, 2010, compared to $14.8 billion at Dec. 31, 2009.
Included in the consolidated cash and cash equivalents balance
are: $725 million at ResCap; $4.4 billion at Ally Bank, which
excludes certain intercompany deposits; and $626 million at the
insurance businesses.

GMAC's total equity at March 31, 2010, was $20.5 billion, compared
to $20.8 billion at Dec. 31, 2009.  The marginal decrease in total
equity was due to preferred dividend payments and accruals,
partially offset by first quarter net income.  GMAC's preliminary
first quarter 2010 tier 1 capital ratio was 14.9 percent, compared
to 14.1 percent in the prior quarter.  GMAC's tier 1 capital ratio
improved due to a reduction in risk-weighted assets resulting from
asset sales during the quarter.

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

               http://researcharchives.com/t/s?6152

GMAC Financial Services -- http://media.gmacfs.com/-- is one of
the world's largest automotive financial services companies.  As
the official preferred source of financing for General Motors,
Chrysler, Saab, Suzuki and Thor Industries vehicles, GMAC offers a
full suite of automotive financing products and services in key
markets around the world.  GMAC's other business units include
mortgage operations and commercial finance, and the Company offers
retail banking products through its online bank, Ally Bank.  With
more than $179 billion in assets as of March 31, 2010, GMAC
operates as a bank holding company.

At Dec. 31, 2009, GMAC had $172.3 billion in assets,
$151.5 billion in total liabilities, and $20.8 billion in
stockholders equity.

                          *     *     *

In February 2010, Moody's Investors Service upgraded the senior
unsecured rating of GMAC and GMAC-supported subsidiaries to B3
from Ca, with a stable rating outlook.  At the end of January,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on both GMAC and Residential Capital to
'B' from 'CCC'.


GRAY TELEVISION: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc.
to 'B-' from 'CCC'.  S&P removed the rating from CreditWatch,
where it was placed with positive implications on April 20, 2010.
The rating outlook is stable.

At the same time, S&P revised its recovery rating on the company's
senior secured credit facilities to '2', indicating S&P's
expectation of significant (70% to 90%) recovery in the event of a
payment default, from '4'.  The issue-level rating on this debt
was raised to 'B' (one notch higher than the 'B-' corporate credit
rating) from 'CCC', in accordance with S&P's notching criteria for
a '2' recovery rating.  The issue-level rating was also removed
from CreditWatch.

The 'CCC' issue-level rating on Gray's $365 million senior secured
second-lien notes due 2015, which was not previously on
CreditWatch, was affirmed.  The recovery rating on this debt
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery for noteholders in the event of a payment default.

The company used the net proceeds of the second-lien notes issue
to repay $300 million of its term loan borrowings, partially fund
the repurchase of a portion of its series D preferred stock, and
pay related fees and expenses.

"The repayment of $300 million of its term loan with proceeds from
the second-lien notes offering benefits Gray by lowering the
pricing on its bank debt by 425 basis points and changing the
financial covenants to eliminate a severe tightening of the total
leverage ratio covenant in the first quarter of 2011," noted
Standard & Poor's credit analyst Deborah Kinzer.  "This has eased
the liquidity risks that the company faces, although leverage
remains extremely high and interest coverage is thin."

S&P's 'B-' rating reflects Gray's very high debt leverage, minimal
EBITDA coverage of interest, and the mature and cyclical nature of
TV advertising.  Minimal positive factors are the strong market
positions of Gray's major network-affiliated TV stations and the
good geographic diversification of its station portfolio.

Pro forma for the notes offering, Gray's unadjusted EBITDA
coverage of interest improves slightly, to 1.1x from 1.0x for the
12 months ended Dec.31, 2009, because of slightly lower interest
expense.  The annual facility fee, which is added to interest
expense, decreases to 0.75% from 3% before the transaction.  Pro
forma for the offering, lease-adjusted debt to EBITDA as of
Dec. 31, 2009, declines slightly, to 13.1x from 13.3x, because of
lower preferred stock (which S&P treat as debt according to its
methodology).  S&P expects leverage and interest coverage to
improve somewhat in 2010, mainly because of EBITDA growth.  Using
average trailing-eight-quarter EBITDA to smooth the differences
between election and nonelection years, lease-adjusted debt to
EBITDA is still very steep, at 9.3x on a pro forma basis.


GTC BIOTHERAPEUTICS: 2010 Shareholders' Meeting Set for May 26
--------------------------------------------------------------
The 2010 Annual Meeting of Shareholders of GTC Biotherapeutics,
Inc., will be held at the Sheraton Framingham Hotel & Conference
Center, 1657 Worcester Rd. (Route 9 West), in Framingham,
Massachusetts, at 2:00 p.m. local time on May 26, 2010, for these
purposes:

     1. To elect three directors to serve until the Company's
        2013 Annual Meeting of Shareholders or until their
        successors are elected and qualified;

     2. To approve an amendment to the Company's 2002 Equity
        Incentive Plan to add 2,500,000 shares of common stock to
        the reserve of shares available for issuance under it;

     3. To approve the 2002 Equity Plan for purposes of Section
        162(m) of the Internal Revenue Code;

     4. To ratify the appointment of PricewaterhouseCoopers LLP as
        the Company's independent registered public accounting
        firm for the 2010 fiscal year; and

     5. To transact such other business as may properly come
        before the meeting or any adjournments thereof.

GTC shareholders of record at the close of business on April 9,
2010, are entitled to notice of, and to vote at, the annual
meeting or any adjournments thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?614d

                        About the Company

Based in Framingham, Massachusetts, GTC Biotherapeutics, Inc. --
http://www.gtc-bio.com/-- develops, supplies and commercializes
therapeutic proteins produced through transgenic animal
technology.  ATryn(R), GTC's recombinant human antithrombin, has
been approved for use in the United States and Europe.  ATryn(R)
is the first and only therapeutic product produced in transgenic
animals to be approved anywhere in the world.

In addition to ATryn(R), GTC is developing a portfolio of
recombinant human plasma proteins with known therapeutic
properties.  These proteins include recombinant forms of human
coagulation Factors VIIa and IX, which are being developed for the
treatment of patients with hemophilia, and recombinant alpha-
fetoprotein, which is being developed for the treatment of
myasthenia gravis and multiple sclerosis.

The Company's balance sheet for Jan. 3, 2010, showed $26.0 million
in total assets and $48.4 million in total liabilities for a
stockholders' deficit of $24.7 million.

                           *     *     *

According to the Troubled Company Reporter on March 17, 2010,
PricewaterhouseCoopers LLP of Boston, Massachusetts, has expressed
substantial doubt about GTC Biotherapeutics Inc.'s ability as a
going concern.  The firm reported that the Company has suffered
recurring losses from operations and has limited available funds
as of January 3, 2010.


GUNNALLEN FINANCIAL: Section 341(a) Meeting Scheduled for May 24
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of GunnAllen
Financial, Inc.'s creditors on May 24, 2010, at 1:30 p.m.  The
meeting will be held at Room 100-A, 501 East Polk Street,
(Timberlake Annex), Tampa, FL 33602.

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.

Tampa, Florida-based GunnAllen Financial, Inc., filed for Chapter
11 bankruptcy protection on April 26, 2010 (Bankr. M.D. Fla. Case
No. 10-09635).  Becky Ferrell-Anton, Esq., and Harley E. Riedel,
Esq., at Stichter Reidel Blain & Prosser PA, assists the Company
in its restructuring effort.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


IMAGEWARE SYSTEMS: Incurred $1.048MM Net Loss in Q1 2009
--------------------------------------------------------
ImageWare Systems, Inc., filed on April 29, 2010, its quarterly
report on Form 10-Q for the quarter ended March 31, 2009.

The Company reported a net loss of $1,048,000 on $1,313,000 of
revenue for the first quarter ended March 31, 2009, compared with
a net loss of $1,904,000 on $1,383,000 of revenue for the same
period of 2008.

The Company's balance sheet as of March 31, 2009, showed
$5,340,000 in assets and $7,109,000 of liabilities, for a
stockholders' deficit of $1,769,000.

As reported in the Troubled Company Reporter on March 1, 2010,
Stonefield Josephson, Inc., in Irvine, California, expressed
substantial doubt about ImageWare Systems, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
December 31, 2008, and 2007.  The independent auditors reported
that the Company has incurred substantial losses since inception,
experienced negative cash flows from operations, and has negative
working capital as of December 31, 2008.

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

                  http://researcharchives.com/t/s?6143

                     About ImageWare Systems

ImageWare Systems, Inc. -- http://www.iwsinc.com/-- provides
software-based identity management solutions.  The Company's
"flagship" product is the IWS Biometric Engine, a multi-biometric
platform that is hardware and algorithm independent, enabling the
enrollment and management of unlimited population sizes.  The
Company, formerly known as ImageWare Software, Inc., was founded
in 1987 and is headquartered in San Diego, California.


IRMA QUITILEN-FELICIANO: Case Summary & 12 Largest Unsec Creditors
------------------------------------------------------------------
Debtor: Irma Padua Quitilen-Feliciano
        aka Irma P. Feliciano
        10 Vella Circle
        Oakley, CA 94561

Bankruptcy Case No.: 10-45035

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  E-mail: KRG@ELAWS.COM

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-45035.pdf

The petition was signed by Irma Padua Quitilen-Feliciano.


JAMES THROWER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: James Emmanuel Thrower
               Clarita Sugay Thrower
               43352 Dodaro Dr.
               Temecula, CA 92592

Bankruptcy Case No.: 10-23157

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Debtor's Counsel: Gordon L. Dayton, Esq.
                  Law offices of Gordon Dayton
                  27247 Madison Ave., Ste.103
                  Temecula, CA 92563
                  Tel: (951) 296-5303
                  E-mail: gdayton@gldlawoffice.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-23157.pdf

The petition was signed by James Emmanuel Thrower and Clarita
Sugay Thrower.


JORGE VASQUEZ: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Jorge Vasquez
               Antonia Vasquez
               aka Antonia Martinez
               10535 Yolanda Avenue
               Northridge, CA 91326

Bankruptcy Case No.: 10-15104

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Sylvia Ho, Esq.
                  Law Offices of David A Tilem
                  206 N Jackson St Ste 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800
                  E-mail: SylviaHo@TilemLaw.com

Scheduled Assets: $1,158,499

Scheduled Debts: $1,555,937

A list of the Company's 9 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-15104.pdf

The petition was signed by Jorge Vasquez and Antonia Vasquez.


JOSEPH ARMELI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Joseph Armeli
               Marie Ann Armeli
               W343 N6369 S. Bayview Road
               Oconomowoc, WI 53066

Bankruptcy Case No.: 10-27232

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Albert Solochek, Esq.
                  324 East Wisconsin Avenue
                  Milwaukee, WI 53202
                  Tel: (414) 272-0760
                  E-mail: alsolochek@hswmke.com

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

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

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

The petition was signed by the Joint Debtors.


K-V PHARMACEUTICAL: Posts $54.9M Loss Qtr Ended June 30, 2009
-------------------------------------------------------------
K-V Pharmaceutical Company filed on April 29, 2010, its quarterly
report on Form 10-Q, showing a net loss of $54.9 million on
$6.3 million of revenue for the three months ended June 30, 2009,
compared with net income of $5.6 million on $131.1 million of
revenue for the same period of 2008.  The revenue decrease
resulted primarily from the impact of the nationwide recalls the
Company initiated in the fourth quarter of fiscal year 2009 and
the shipment suspensions it initiated of all approved tablet-form
products in December 2008 and all other drug products in
January 2009.

The Company's balance sheet as of June 30, 2009, showed
$551.7 million, $466.5 million of liabilities, and $85.2 million
of stockholders' equity.

As reported in the Troubled Company Reporter on March 29, 2010,
KPMG LLP, in St. Louis, Missouri, espressed substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended March 31, 2009.  The independent auditors noted that the
Company suspended the shipment of all products manufactured by the
Company and must comply with a consent decree with the FDA before
approved products can be reintroduced to the market.  "Significant
negative impacts on operating results and cash flows from these
actions including the potential inability of the Company to raise
capital;  suspension of manufacturing; significant uncertainties
related to litigation and governmental inquiries; and debt
covenant violations raise substantial doubt about the Company's
ability to continue as a going concern."

In its report on the Company's financial statements for the first
quarter of fiscal year 2010, the Company says it expects losses to
continue for periods subsequent to June 30, 2009, because the
Company is unable to generate any significant revenues from its
own manufactured products until the Company is able to resume
shipping certain or many of its approved products, which currently
is not expected to occur until the fourth quarter of calendar year
2010 at the earliest.  In addition, the Company must meet ongoing
operating costs as well as costs related to the steps the Company
is currently taking to prepare for reintroducing its approved
products to the market.

The Company believes that it is not in compliance, as of March 31,
2009, and June 30, 2009, with one or more of the requirements of
the Company's $43.0 million mortgage loan arrangement.  Failure by
the Company to comply with the requirements of the mortgage loan
arrangement or to otherwise receive a waiver from the mortgage
lender for any noncompliance could result in the Company's
outstanding mortgage debt obligation accelerating and immediately
becoming due and payable.  If the acceleration occurs and the
mortgage debt is not immediately paid in full, an event of default
could also be deemed to have occurred under the $200.0 million
principal amount of 2.5% Contingent Convertible Subordinated
Notes.  If an event of default is deemed to have occurred on the
Notes, the principal amount plus any accrued and unpaid interest
could also become immediately due and payable.  The acceleration
of these outstanding debt obligations would materially adversely
affect the Company's business, financial condition and cash flows.

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

                 http://researcharchives.com/t/s?6142

Bridgeton, Missouri-based K-Pharmaceutical Company (NYSE: KVa/KVb)
-- http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded
prescription pharmaceutical products.  The Company markets its
technology-distinguished products through Ther-Rx Corporation, its
branded drug subsidiary.


LACKLAND MHC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lackland MHC Income Partners, L.P.
        811 Barton Springs Road, Suite 500
        Austin, TX 78704

Bankruptcy Case No.: 10-51610

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Robert K. Sugg, Esq.
                  Oppenheimer, Blend, Harrison & Tate, Inc
                  711 Navarro, Sixth Floor
                  San Antonio, TX 78205
                  Tel: (210) 224-2000
                  Fax: (210) 224-7540
                  E-mail: rsugg@obht.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb10-51610.pdf

The petition was signed by J. Bradley Greenblum, president of
Greenblum Investment Partners, Inc., general partner.


LAKESIDE TRUST: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lakeside Trust
        1104 Lakeside Avenue South
        Seattle, WA 98144

Bankruptcy Case No.: 10-14905

Chapter 11 Petition Date: April 29, 2010

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

Judge: Samuel J. Steiner

Debtor's Counsel: Nathan T. Riordan, Esq.
                  Riordan and Associates
                  1000 2nd Ave Suite 3310
                  Seattle, WA 98104
                  Tel: (206) 903-0401
                  E-mail: nate@riordanandassociates.com

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

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

A list of the Company's 2 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb10-14905.pdf

The petition was signed by David Edelstein, Trustee.


LEARNED FAMILY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Learned Family LLC
        c/o Managing Member (Grant L. Learned Jr.)
        1512 3rd Avenue West
        Seattle, WA 98119

Bankruptcy Case No.: 10-14883

Chapter 11 Petition Date: April 29, 2010

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

Judge: Thomas T. Glover

Debtor's Counsel: Bradley R. Duncan, Esq.
                  Davis Wright Tremaine LLP
                  1201 3rd Ave, Suite 2200
                  Seattle, WA 98101
                  Tel: (206) 757-7033
                  E-mail: bradleyduncan@dwt.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb10-14883.pdf

The petition was signed by Grant L. Learned, Jr., managing member.


LEHMAN BROTHERS: Barclays Almost Backed Out On Deal, Lawyer Says
----------------------------------------------------------------
Bankruptcy Law360 reports that the general counsel for Barclays
PLC's investment banking unit said Monday that the British firm
would have most likely walked away from a hastily arranged deal to
purchase assets from Lehman Brothers Holdings Inc. if extra
benefits had not been added to the transaction to offset growing
risks.  Barclays Capital Global general counsel Jonathan Hughes
offered that testimony in a trial over the Lehman sale in the U.S.
Bankruptcy Court for the Southern District of New York, according
to Law360.

                        About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Did Not Intend for Barclays Gain in Sale
---------------------------------------------------------
Two witnesses of Lehman Brothers Holdings Inc. have testified
that Barclays was not supposed to see an immediate gain when it
acquired the company's broker-dealer unit in 2008, according to a
report by Dow Jones.

Michael Ainslie, a Lehman director, and Herbert McDade, former
president and chief operating officer, testified that the deal
called for Barclays to acquire a pool of assets and an equivalent
amount of liabilities when it bought LBHI's broker-dealer unit,
the report said.

Mr. Ainslie said the transaction described and approved by LBHI's
board was a "break-even" deal with assets matching liabilities,
Dow Jones reported.

Meanwhile, Mr. McDade, one of the chief architects of the sale,
testified that the deal was the best possible at the time but
that he also understood then that the deal "was not meant to have
an embedded gain" for Barclays on day one, according to a report
by Reuters.

The statements of the officials came on the first two days of
witness testimony in LBHI's attempt to claw back billions of
dollars in excess assets that were allegedly improperly
transferred to Barclays under the deal.

Barclays sought assets it knew might be out of bounds when it
bought Lehman's brokerage after the investment bank's collapse in
2008, according to William Maguire, Esq., at Hughes Hubbard &
Reed LLP, the lawyer for trustee James Giddens, Bloomberg News
reported.  Mr. Maguire disclosed with the Court on April 30 an
October 2008 report to Barclays's audit committee with a note
indicating the U.K. bank knew of restrictions on certain assets.

Jonathan Hughes, Barclays's global general counsel, told the
Court that to benefit shareholders, "it was of huge importance to
Barclays" to show a gain on the acquisition, Bloomberg noted.
"It was a fair and reasonable offer and no one else offered" to
buy the brokerage, said Mr. Hughes, in response to Mr. Maquire's
question on whether Barclays understood that it was an "issue"
for the court that Lehman get "reasonably equivalent value" on
the deal.

The trial, which started April 28, digs into the issue on whether
Barclays received possibly $12 billion in excess assets outside
the Court's view.  Earlier, LBHI, along with the Official
Committee of Unsecured Creditors and Lehman Brothers Inc.'s
trustee asked the U.S. Bankruptcy Court for the Southern District
of New York to reverse its decision approving the sale of
Lehman's brokerage unit to the British bank.

The move came following the results of LBHI's investigation into
the sale, showing that the deal that took place bore little
resemblance to the one approved by the Court.  The investigation
showed that the deal was allegedly engineered by Barclays and a
group of former Lehman employees to give the bank "immediate and
enormous windfall profit."

Harvey Miller, Esq., at Weil Gotshal & Manges LLP, lawyer to
Lehman, was the first witness to take the stand at the ongoing
trial.  According to Bloomberg, Mr. Miller said the sale was "of
enormous benefit to the nation."

Earlier at the trial, Mr. Miller said Lehman's bankruptcy was
"preceded by no planning whatsoever" and the sale of its
brokerage was negotiated amid pressure from regulators to
stabilize financial markets, Bloomberg related.

Judge James Peck is not expected to make any decision on the
dispute until at least September as the trial is scheduled to
occur in two phases.  Barclays President Bob Diamond is expected
to take the stand later in the trial, Reuters reported.

In a related development, Barclays asked the Court to exclude
from the records the testimonies made by the valuation experts
who served as witnesses for LBHI, the Creditors Committee and the
trustee.

John Garvey and six other witnesses reportedly supported the
contention of LBHI, the Creditors Committee and the trustee that
the "repo collateral" that was transferred to Barclays under the
2008 sale was worth about $50 billion rather than the
$45.5 billion valuation that Barclays ascribed to those assets on
its public financial statements.

Barclay's attorney, Jonathan Schiller, Esq., at Boies Schiller &
Flexner LLP, in New York, said the valuation experts did not make
a reliable analysis and that they were "actually unwilling" to
testify that the bank materially understated the values of the
assets on its publicly filed balance sheet.

"The experts have offered opinions that contradict the record,
fail to consider the actual securities at issue, are based on
unreliable methodology and are internally inconsistent," Mr.
Schiller said in court papers.

Barclays also sought to exclude the remarks of Daniel McIsaac,
one of the trustee's witnesses, about the exchange traded
derivatives and associated margin that were sold to the bank, and
LBI's obligations under the Securities Investor Protection Act
and the Securities and Exchange Commission rules.

The bank said the testimonies are not reliable and that Mr.
McIsaac is not an expert on exchange traded derivatives and SIPA
and, therefore, lacks the credentials to provide testimonies on
those matters.

               Ex-CFO Offered $4.5MM by Barclays

During the trial, LBHI's former chief financial officer Ian
Lowitt said Barclays offered him a $4.5 million retention bonus
before the British bank bought the bankrupt financial institution
so he could help Barclays assimilate Lehman after its collapse,
Linda Sandler of Bloomberg News reported on April 29.

Mr. Lowitt, now chief operating officer of Barclay's U.S. wealth-
management business, was distraught about his future and signed
up with Barclays for a $6 million compensation package before
proceeding to "scramble" to find extra assets for Barclays as it
negotiated the brokerage purchase, Lehman's lawyer, Robert
Gaffey, Esq., at Jones Day, said at Court, according to
Bloomberg.  "If the deal didn't close, [Mr.] Lowitt knew he
wouldn't have a job, Mr. Gaffey said.

Mr. Lowitt disagreed with Mr. Gaffey asserting that he was
"concerned about what might happen to the firm and the whole
financial environment if the deal didn't close," Bloomberg quoted
him as saying.

            Examiner Submits "Best Practice" Letter

Anton R. Valukas, Esq., the Examiner appointed for Lehman
Brothers Holdings Inc. and its affiliated debtors has filed a
letter to Diana Adams, United States Trustee, dated April 1,
2010, pursuant to the Court's suggestion at a hearing on
April 14, 2010, that the Examiner filed the letter in which he
outlines his views on best practices for Examiners.

A full-text copy of the Examiner's Letter is available for free
at http://bankrupt.com/misc/lehmexaminerletter.pdf/

Counsel to Barclays Capital Inc. Jonathan Schiller, Esq., at
Boies Schiller & Flexner LLP, in New York, previously told the
Court that it can get an actual view of Weil Gotshal & Manges
LLP's views as reflected in an accompanying letter of Weil
Gotshal to Anton Valukas, the court-appointed examiner in the
Debtors' bankruptcy cases that Barclays received March 24, 2010.

Mr. Schiller's letter was filed both in the Debtors' Chapter 11
cases and Lehman Brothers Inc.'s liquidation proceeding.

In response, Robert W. Gaffey, Esq., at Jones Day, in New York,
special counsel to Lehman Brothers Holdings, Inc., wrote to the
Court saying the portions of LBHI's reply to which Mr. Schiller
referred in his March 25, 2010 letter are at pages 12 and 56-57
of the Examiner's report.  Mr. Gaffey noted that for the sake of
completeness, he appended in his letter the Examiner's response
to the Weil Gotshal letter.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Merit, Et Al., Propose June 2 Claims Bar Date
--------------------------------------------------------------
Merit LLC, LB Preferred Somerset LLC and LB Somerset LLC ask the
U.S. Bankruptcy Court for the Southern District of New York to
set June 2, 2010, as the deadline for creditors to file their
proofs of claim.

Under U.S. bankruptcy law, any creditor asserting pre-bankruptcy
claim against the debtors, which is not listed in their schedules
of assets and liabilities or which is listed as disputed,
contingent or unliquidated, is required to file a proof of claim
by the deadline set by the bankruptcy court.

The Lehman units also asks the Court to authorize creditors
holding claims that stemmed from the rejection of an executory
contract or unexpired lease to file their proofs of claim by the
later of June 2, 2010, or within 45 days after the rejection
takes effect.

In case the schedules are amended, the Lehman units propose that
the affected creditors be notified of the amendment and be given
30 days from the notification to file their claims.

            Requirements for Filing Proofs of Claim

Creditors that have pre-bankruptcy claims against Merit, LB
Preferred and LB Somerset are required to submit an original,
written proof of claim to the Court or Epiq Bankruptcy Solutions
LLC on or before June 2, 2010.

If by overnight mail or hand delivery, to:

  Epiq Bankruptcy Solutions, LLC
  Attn: Lehman Brothers Holdings Claims
  Processing
  757 Third Avenue, 3rd Floor
  New York, New York 10017

Or by hand delivery to:

  Clerk of the United States Bankruptcy Court
  Attn: Lehman Brothers Holdings Claims Processing
  One Bowling Green
  New York, New York 10004-1408

If by first-class mail, to:

  Lehman Brothers Holdings Claim Processing
  c/o Epiq Bankruptcy Solutions, LLC
  FDR Station, P.O. Box 5076
  New York, New York 10150-5076

Proofs of claim sent by facsimile, telecopy or electronic mail
will not be accepted.  Proofs of claim will be deemed timely
filed only if they are actually received by the Court or Epiq on
or before June 2, 2010.

These creditors are not required to file a proof of claim:

  (1) any entity or person whose claim is listed in the
      Schedules which is not described as disputed, contingent
      or unliquidated, and who does not dispute the amount,
      priority or nature of the claim stated in the schedules;

  (2) creditors whose claims have been paid in full;

  (3) any person or entity that holds an interest in LB
      Preferred and LB Somerset, which is based exclusively on
      the ownership of common or preferred stock, membership
      interests, partnership interests, warrants or rights to
      purchase, sell or subscribe to a security or interest;

  (4) any person or entity whose claim has been allowed by a
      court order issued on or before June 2, 2010;

  (5) any holder of a claim for which a separate deadline is
      fixed by this Court;

  (6) creditors who have already properly filed a proof of claim
      with the Clerk of the Court or Epiq using a claim form,
      which substantially conforms to the form being proposed by
      LB Preferred and LB Somerset;

  (7) any holder of a claim solely against entities affiliated
      with Merit, LB Preferred and LB Somerset, which is in
      bankruptcy, insolvency or similar proceeding, in foreign
      jurisdiction; and

  (8) any entity included on the Exempt Entities List available
      on the Web site http://www.lehman-docket.com

The Debtors will mail notices for filing proofs of claim to the
U.S. Trustee, attorneys for the Official Committee of Unsecured
Creditors, all known creditors listed on the schedules, and other
concerned parties.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Objects to Nomura's $241 Million Claim
-------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Brothers Special
Financing Inc. object to Nomura Global Financial Products, Inc.'s
Claim Nos. 17204 and 17205 demanding more than $241 million from
the Debtors under a terminated ISDA Master Agreement with LBSF,
dated November 1, 2001.

The Debtors allege that Nomura GFP inflated by hundreds of
millions of dollars the proofs of claim it filed against the
Debtors.  The Debtors argue that Nomura GFP's claims have no
basis in law or in the parties' agreement.

According to the Debtors, prior to September 15, 2008, Nomura GFP
calculated the value for the Swap Agreement as significantly in
favor of LBSF -- in excess of $146 million.  However, on
September 3, Nomura GFP delivered a calculated an $87 million
loss under the Agreement.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Sues Nomura to Seek Redress for Claims Inflation
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Brothers Special
Financing Inc. filed adversary proceeding seeking separate
redress against Nomura International plc and Nomura Securities
Co. Ltd. for their egregious inflation by hundreds of millions of
dollars of the proofs of claim they filed under penalty of
perjury against LBSF and LBHI.

Nomura International's Claim Nos. 17198 and 17199 demand more
than $720 million from Debtors under a terminated ISDA Master
Agreement with LBSF, dated as of October 16, 1992.  Nomura
Securities' Claim Nos. 17202 and 17203 demand more than
$40 million from Debtors under a terminated ISDA Master Agreement
with LBSF, dated as of September 21, 2000.

The Swap Agreements provided for Automatic Early Termination of
the agreement upon the occurrence of a "Bankruptcy" Event of
Default.  That Event of Default occurred no later than the
bankruptcy filing of LBHI, LBSF's Credit Support Provider, at
approximately 2 a.m., Eastern Daylight Time, on September 15,
2008, and may actually have occurred even earlier.  Pursuant to
the plain terms of the Swap Agreement, the Nomura Entities were
required to calculate the Settlement Amount owed upon the Early
Termination of the Swap Agreement, as of the date and time of the
termination.  In the Swap Agreement, the parties expressly agreed
that if the Settlement Amount calculation yielded a negative
number, then the Nomura Entities would be required to pay that
gain to LBSF, notwithstanding that LBSF was the Defaulting Party
under the contract.

The Nomura Entities' claims have no basis in law, or in the
parties' agreement, Jayant Tambe, Esq., at Jones Day, in New
York, argues.  Those claims, he says, are premised on purported
valuations and calculations that are commercially unreasonable,
divorced from economic reality, and bear no relation to any
actual damages or losses suffered by Nomura.  Indeed, based
solely on the facts set forth in Nomura's claims, not only is
Nomura not entitled to a single cent from the Debtors, but
instead it is the Nomura Entities that owe the Debtors tens of
millions of dollars, he asserts.

Mr. Tambe relates that just prior to termination of the Swap
Agreement, as of the close of business on September 8, 2008,
Nomura International had calculated the value for the Swap
Agreement as significantly in favor of LBSF -- approximately
$248 million.  Notwithstanding Nomura's own Exposure calculation
in favor of the Debtors, Nomura delivered a Calculation Statement
on September 30, 2008, purporting to calculate its Loss as of the
"close of business" on September 16, 2008, and setting forth a
Settlement Amount calculation of $172 million due and owed by the
Debtors to Nomura.

The same thing, prior to the termination of the Swap Agreement,
Nomura Securities had calculated the value for the Swap Agreement
is significantly in favor of LBSF -- approximately $90 million.
Nomura Securities delivered a Calculation Statement on
September 30, 2008, purporting to calculate its Loss as of
September 16, 2008 and setting forth a Settlement Amount
calculation of $42 million due and owed by Nomura Securities.
This calculation presented a swing of over $47 million in Nomura
Securities' favor from the calculation of its Exposure as of
September 5, 2008.

Mr. Tambe further relates that the Nomura Entities admitted in
their September 2008 Calculation Statement that they had
calculated their Loss by using their own "internal models" to
derive values for thousands of transactions entered into under
the Swap Agreement and applying a "bid/offer spread" to pairs of
offsetting and overlapping transactions.

According to Mr. Tambe, the matter is being brought as an
Adversary Complaint, rather than a claim objection, because the
proper calculation of amounts owed under the Swap Agreement leads
to both the disallowance of the Nomura Claims in their entirety
and an affirmative recovery for LBSF, which, pursuant to Rule
3007 of the Federal Rules of Bankruptcy Procedure can only be
sought by the commencement of an adversary proceeding, which, in
turn, requires the filing of the Adversary Complaint.

      Debtors Seek to Consolidate Complains & Objection

In separate requests, the Debtors ask the Court to consolidate
the two adversary proceedings and their objection to Nomura
Global Financial Products, Inc.'s claims in the interests of
judicial economy, efficiency and fairness.

The Debtors seek, as part of the consolidation, entry of an order
providing, among others:

  (a) all documents filed in connection with any of the Nomura
      Proceedings will be filed only on the docket of In re
      Lehman Brothers Holdings Inc., et al., Case No. 08-13855
      (JMP);

  (b) all hearings (whether evidentiary or non-evidentiary),
      trials and conferences (whether pre-trial or otherwise)
      held with respect to any Nomura Proceeding will be treated
      as a joint hearing, trial or conference on all Nomura
      Proceedings; and

  (c) consistent with the requirements of Rules 7016, 7026(f)
      and 9014 of the Federal Rules of Bankruptcy Procedure, the
      Debtors and the Nomura Entities are directed to confer, as
      soon as practicable, with respect to the submission of a
      jointly-proposed scheduling order and discovery plan with
      respect to the Nomura Proceedings, which will facilitate
      the consolidation of the Nomura Proceedings.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Sues Y. Tessler to Foreclose on NY Project
-----------------------------------------------------------
Lehman Brothers Holdings Inc. sued to foreclose on a stalled
Manhattan condominium project, alleging that developer Yitzchak
Tessler failed to repay the $136.8 million senior mortgage,
Oshrat Carmiel of Bloomberg News reported on April 28.

Mr. Tessler bought the property at 1107 Broadway through a
limited liability company in October 2007 for $235 million and
filed plans to convert the 17-story building into condominiums,
according to city records, the report related.  The plan called
for creating commercial space on the ground floor and adding
eight stories to the building, located between 24th and 25th
streets, the report added.

"Owner failed to pay the senior indebtedness on the maturity date
and the full amount thereof remains due," Lehman said in the
complaint filed in New York State Supreme Court in Manhattan.

In addition to the $136.8 million senior loan on 1107 Broadway,
Mr. Tessler owes $17 million in accrued interest, $10.6 million
in default charges, a late fee of $6.84 million and about
$7.5 million in other fees, according to the complaint, the report
added.

                       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)


LIBBEY INC: Earns $55.4 Million for First Quarter
-------------------------------------------------
Libbey Inc. reported that sales for the first quarter of 2010 were
$173.9 million, compared with $157.9 million in the first quarter
of 2009, an improvement of 10.2%.

The Company's balance sheet showed $776.9 million in total assets
and $795.2 million in total liabilities, for a $18.2 million
stockholders' deficit as of March 31, 2010.

Libbey reported net income of $55.4 million, or $2.76 per diluted
share, for the first quarter ended March 31, 2010, compared to a
net loss of $27.9 million, or $1.89 per diluted share, in the
prior-year quarter.  Excluding special items of $56.4 million,
Libbey had a net loss of $1.0 million and diluted loss per share
of $0.05 for the first quarter of 2010.

The special items in the first quarter of 2010 included a gain of
$70.2 million, which represented the difference between the
carrying value and the face value of the Payment in Kind notes
which were redeemed in February 2010.  This gain was partially
offset by the write-off of $13.4 million of unamortized fees and
discounts on the refinanced floating rate senior notes and ABL
credit facility and call premium payments.

                       First Quarter Results

For the quarter-ended March 31, 2010, sales were $173.9 million,
compared to $157.9 million in the year-ago quarter. Sales in the
North American Glass segment were $120.6 million, an increase of
10.9 percent, compared to $108.7 million in the first quarter of
2009.  Primary contributors to the increased sales included a 32.2
percent increase in sales of Crisa products and a 12.8 percent
increase in sales to U.S. and Canadian retail customers, compared
to the prior-year quarter.  Sales to U.S. and Canadian foodservice
glassware customers decreased approximately 4.5 percent, partially
attributable to the impact of severe winter weather in January and
February.

North American Other sales were $19.6 million, compared to
$21.4 million in the prior-year quarter, as shipments of Syracuse
China products were off 33.4 percent, primarily due to the closure
of the Syracuse China facility in April 2009 and the decision to
reduce the Syracuse China product offering.  Sales of Traex
products were lower by 5.6 percent versus the prior year. Sales to
World Tableware customers increased 8.1 percent during the
quarter.  International segment sales increased 25.7 percent to
$36.3 million, compared to $28.9 million in the year-ago quarter.
The increase in International sales was led by a 56.2 percent
increase in sales at Libbey China, a 23.4 percent increase in
sales to Royal Leerdam customers and a 16.1 percent sales growth
at Crisal in Portugal.

The Company reported income from operations of $10.8 million
during the quarter, compared to a loss from operations of
$12.1 million in the year-ago quarter. Income from operations,
excluding special items, was $11.1 million in the first quarter of
2010, compared to a loss from operations of $7.3 million during
the first quarter of 2009.  Factors contributing to the income
from operations improvement were higher sales and higher capacity
utilization, partially offset by higher selling, general and
administrative expenses.

Libbey reported earnings before interest and taxes of
$66.9 million, compared to a loss before interest and taxes of
$12.1 million in the year-ago quarter.  The improved EBIT was a
result of the gain on the extinguishment of debt and the increase
in income from operations discussed above. EBIT, excluding special
items, was $10.4 million in the first quarter of 2010, compared to
a loss before interest and taxes of $7.1 million during the first
quarter 2009.  Adjusted EBIT was $8.0 million for North American
Glass, compared to a loss of $6.1 million in the year-ago quarter.
North American Other reported adjusted EBIT for the first quarter
of 2010 was $3.5 million, compared to $1.3 million in the year-ago
quarter.  The International segment reported an adjusted loss
before interest and taxes of $1.1 million, compared to an adjusted
loss before interest and taxes of $2.3 million in the first
quarter of 2009.

Libbey reported that Adjusted EBITDA was $20.8 million for the
first quarter, compared to $3.9 million in the first quarter of
2009.

Interest expense decreased by $7.6 million to $9.6 million,
compared to $17.2 million in the year-ago period, as a result of
lower variable interest rates, lower debt levels and the impact of
the debt refinancing completed in February 2010.

Libbey reported net income of $55.4 million, or $2.76 per diluted
share, for the first quarter ended March 31, 2010, compared to a
net loss of $27.9 million, or $1.89 per diluted share, in the
prior year quarter.  Excluding special items of $56.4 million,
Libbey had a net loss of $1.0 million and diluted loss per share
of $0.05 for the first quarter of 2010.  The special items in the
first quarter of 2010 included a gain of $70.2 million,
representing the difference between the carrying value and the
face value of the Payment in Kind (PIK) notes which were redeemed
in February 2010.  This gain was partially offset by the write-off
of $13.4 million of unamortized fees and discounts on the floating
rate senior notes and the ABL credit facility and call premium
payments.

                   Working Capital and Liquidity

As of March 31, 2010, working capital, defined as inventories
and accounts receivable less accounts payable, was $187.0 million,
compared to $167.6 million at December 31, 2009, and
$193.1 million at March 31, 2009. Working capital as a percentage
of net sales was 24.5 percent at March 31, 2010, compared to 24.7
percent at March 31, 2009.

Adjusted free cash flow was a use of $20.9 million in the first
quarter of 2010, after adjusting for the payment of interest on
the PIK notes, compared to a source of $9.5 million in the first
quarter of 2009.  The primary contributors were increases in
inventories and receivables and decreases in accounts payable and
payment of incentive compensation during the first quarter of
2010.

Libbey reported that it had available capacity of $51.2 million
under its Asset Backed Loan credit facility as of March 31, 2010,
with no loans currently outstanding.  The Company also had cash on
hand of $18.0 million at March 31, 2010.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6144

                        About Libbey Inc.

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

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

                           *    *    *

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

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

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


LINCOLN GENERAL: A.M. Best Affirms FSR of 'D'
---------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
D (Poor) and issuer credit rating (ICR) of "c" of Lincoln General
Insurance Company (Lincoln) (York, PA).  The outlook for both
ratings is negative.  Concurrently, A.M. Best has withdrawn the
ratings at the company's request and assigned an NR-4 to the FSR
and an "nr" to the ICR.

On April 1, 2010, the Commonwealth Court of Pennsylvania ruled
that the disposition of Lincoln by Kingsway Financial Services
Inc. (KFSI) (Mississauga, Ontario) [NYSE/TSX: KFS] in October 2009
was legal.  Accordingly, A.M. Best no longer evaluates Lincoln as
a member of KFSI.

Currently, A.M. Best is unaware of any appeal of the court
decision by the State Insurance Department of Pennsylvania.
However, if there is an appeal and should the original decision be
overturned, A.M. Best would evaluate Lincoln as a member of KFSI.


LSM EXECUTIVE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: LSM Executive Course, LLC
        1295 Discovery Street
        San Marcos, CA 92078

Bankruptcy Case No.: 10-07480

Chapter 11 Petition Date: April 30, 2010

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

Judge: Laura S. Taylor

Debtor's Counsel: Christopher W. Olmsted, Esq.
                  Barker Olmsted & Barnier, APLC
                  2341 Jefferson Street, Suite 200
                  San Diego, CA 92110
                  Tel: (619) 682-4040
                  E-mail: cwo@barkerolmsted.com

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

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

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

The petition was signed by Matthew C. Dinofia, president.


LYONDELL CHEMICAL: Administrative Claims Bar Date on June 29
------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York declared Lyondell Chemical Company's
Third Amended Joint Plan of Reorganization effective on April 30,
2010.

A list of the Emerged Debtors is available for free
at http://bankrupt.com/misc/Lyondell_EmergedDebtors.pdf

Judge Gerber ruled that the Plan and its supplements, including
all release and injunctive provisions are binding on the Debtors,
the Reorganized Debtors, any successors-in-interest to the
Debtors, any entity acquiring or receiving property or a
distribution under the Plan, and any holder of a Claim against or
Equity Interest in the Debtors as of April 23, 2010, including all
governmental entities, whether or not the Claim or Equity Interest
of that holder is impaired under the Plan and whether or not that
holder or entity has accepted the Plan.

Judge Gerber has confirmed Lyondell's Plan on April 23, 2010,
with the approval of an overwhelming majority of the voting
creditor classes.

"This marks a new beginning for LyondellBasell.  We emerge from
bankruptcy as a stronger, leaner, more competitive company, with
an improved balance sheet and liquidity, intent on making
LyondellBasell the industry leader," said Jim Gallogly, chief
executive officer in a statement.  "Our employees have worked
diligently for more than one year to bring us to this point and I
extend my appreciation to each of them for their perseverance.
Likewise, I am grateful to our customers, suppliers and investors
for their unwavering confidence in our company.

"We can now devote our full attention to making LyondellBasell the
best company in our industry, committed to operational excellence,
further improving our competitiveness, and most of all, serving
our customers.  We will continue to develop and deliver the
innovative products and technologies our customers value," Mr.
Gallogly said.

LyondellBasell disclosed that it has a significantly improved
financial position at emergence, with approximately $5.2 billion
of net consolidated debt and approximately $3 billion of opening
liquidity.   As part of its exit financing, LyondellBasell raised
$3.25 billion of first priority debt as well as $2.8 billion
through a rights offering.   The proceeds from the sale of notes,
borrowings under a term loan, an asset-based lending facility, a
new European securitization facility and the rights offering
proceeds were used to pay and replace certain existing debt and
other obligations including debtor-in-possession credit
facilities, an existing European securitization facility, to make
certain other payments, and to assure adequate liquidity for the
company going forward.

LyondellBasell issued approximately 564 million shares of common
stock under its Plan of Reorganization.  This included stock
issued in exchange for allowed claims as well as through a rights
offering.  The company is arranging for the stock to be publicly
traded on the New York Stock Exchange with the goal of being
listed by the third quarter 2010.

"LyondellBasell's plan of reorganization, which became effective
today, is the capstone of an historic and extremely successful
global reorganization," the company's lead counsel, Cadwalader,
Wickersham & Taft LLP said in a statement.

George Davis, Esq., a partner at Cadwalader's Financial
Restructuring practice, noted that "When Lyondell retained
Cadwalader 15 months ago, the credit markets were frozen and the
ability to obtain third-party DIP financing was virtually non-
existent."

"I am proud to be among so many outstanding professionals who met
every challenge this complex case presented in a time frame and
with results that permit our client to move forward with
confidence and certainty," Mr. Davis said.

A new parent company, LyondellBasell Industries N.V., incorporated
in the Netherlands, is the successor of the former parent company,
LyondellBasell Industries AF S.C.A., a Luxembourg company that is
no longer part of LyondellBasell.  LyondellBasell Industries N.V.
owns and operates substantially the same businesses as the
previous parent company, including subsidiaries that were not
involved in the bankruptcy cases.  LyondellBasell's corporate seat
is Rotterdam, Netherlands, with administrative offices in Houston
and Rotterdam.

                  Administrative Expense Bar Date

Together with Lyondell's Notice of Effective Date is the
establishment of an Administrative Bar Date.

Papers filed in court note that any party that holds any right to
payment, whether secured or unsecured, constituting a cost or
expense of the Debtors' Chapter 11 case that is allowed in
accordance with Sections 330, 365, 503(b), 507(a)(2) and 507(b)
of the Bankruptcy Code, must file a request for an Administrative
Expense on or before June 29, 2010.  This includes amounts owed
to vendors providing goods and services to the Debtors during
their Chapter 11 cases and actual and necessary expenses of
operating the Debtors' businesses, arising after the Petition
Date but before May 1, 2010.

Any party does not need to file a request for an Administrative
Expense for (i) liabilities incurred in the ordinary course of
business; (ii) Postpetition Intercompany Claims; (iii) Allowed
Priority Tax Claims and Allowed Secured Tax Claims that are not
due and payable on or before the Effective Date and (iv)
professional compensation and reimbursement of expenses pursuant
to Section 503 of the Bankruptcy Code, requests for which must be
filed with the Bankruptcy Court in accordance with the Plan.

Requests for an Administrative Expense should conform
substantially with an Administrative Expense form together with
supporting documents and must be submitted to the Bankruptcy
Court:

  IF SENT BY MAIL, TO:
  Lyondell Chemical Company, et al.
  Claims Processing Center
  c/o Epiq Bankruptcy Solutions, LLC
  FDR Station
  P.O. Box 5013
  New York, NY 10150-5013

  IF SENT BY MESSENGER OR OVERNIGHT COURIER, TO:
  Lyondell Chemical Company, et al. Claims Processing Center
  c/o Epiq Bankruptcy Solutions, LLC
  757 Third Avenue, 3rd Floor
  New York, NY 10017

Requests must be served on counsel for the Debtors, George A.
Davis, Esq., and Andrew M. Troop, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York.

Any administrative expense forms that are not properly filed and
served by the Administrative Bar Date will be disallowed
automatically without the need for any objection from the Debtors
or the Reorganized Debtors or any action by the Bankruptcy Court.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


LYONDELL CHEMICAL: Parent to Release 1st Quarter Results May 7
--------------------------------------------------------------
LyondellBasell announced the following schedule and contact
information for a teleconference on financial results through the
first quarter 2010:

    Details:
    Friday, May 7, 2010
    11:30 a.m. Eastern Time

    Hosted by Doug Pike, Vice President, Investor Relations

    Teleconference Numbers:
    United States: +1-800-369-1176
    London: 0800-279-9630
    Netherlands: 0800-343-4364

    Pass Code: LyondellBasell

Go to www.lyondellbasell.com/teleconference for a complete listing
of toll-free numbers by country.

Slides will be available at the time of the presentation and
afterward at www.lyondellbasell.com/earnings.

Telephone replay will be available from 2:30 p.m. Eastern Time on
May 7, 2010, to 1:29 a.m. Eastern Time on June 8, 2010.

    The replay dial-in numbers are:

    United States: +1-800-677-9149     Pass Code: 6345

    International: 203-369-3408      Pass Code: 6345

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


LYONDELL CHEMICAL: Takes First Step to Trade Publicly in NYSE
-------------------------------------------------------------
LyondellBasell Industries N.V., the new parent of Lyondell
Chemical Company and its reorganized debtor affiliates filed with
the U.S. Securities and Exchange Commission on April 28, 2010, a
Form 10 to register Class A ordinary shares, Class B ordinary
shares and warrants to purchase Class A ordinary shares with the
New York Stock Exchange pursuant to Section 12(b) of the
Securities Act.

Specifically, as of April 30, 2010 or the Emergence Date,
LyondellBasell's authorized share capital will be EUR51,000,000,
consisting of 1,000,000,000 Class A ordinary shares and two
275,000,000 Class B ordinary shares, each with a par value of
EUR0.04.  As of the Emergence Date, LyondellBasell expects that
300,000,000 of Class A ordinary shares, 263,901,979 of Class B
ordinary shares and 11,278,040 of warrants to purchase Class A
ordinary shares will be outstanding, not including any equity-
based compensation issued under the equity compensation plan.

Each shareholder is entitled to one vote for each ordinary share
held on every matter submitted to a vote of shareholders,
including election of members of the Management Board and
Supervisory Board.  There are no cumulative voting rights.
Accordingly, the holders of a majority of voting rights will have
the power to elect all members of the Management Board and the
Supervisory Board who are standing for election.

Pursuant to Dutch law and LyondellBasell's Articles of
Association, the Supervisory Board and holders of ordinary shares
have the right to approve decisions from the Management Board
relating to (i) the transfer of all or substantially all of
LyondellBasell's enterprise by way of a share or asset sale,
consolidation or merger or otherwise; (ii) the entering into or
termination of a long-lasting commercial relationship that is of
essential importance to the company's business and (iii) the
acquisition or disposition of shares or assets with a value of at
least one-third of the company's consolidated asset value.

LyondellBasell's Articles of Association require that in the event
of a purchase, conversion or exchange of class B ordinary shares
at a value less than $10.61 per class B ordinary share, subject to
anti-dilution adjustments in case of a transfer of all or
substantially all of LyondellBasell's enterprise to third parties,
the Management Board must obtain the approval of the Supervisory
Board and holders of 85% of the voting power of the class B
ordinary shares outstanding at the time.

In addition, a resolution for LyondellBasell's merger or demerger
will require the approval of the Supervisory Board and holders of
85% of the voting power of the class B ordinary shares, in the
event that in any transaction each class B ordinary share would be
purchased, converted or exchanged at a value less than the class B
liquidation preference.  A resolution to amend the provisions in
LyondellBasell's Articles of Association relating to the
conversion of class B ordinary shares into class A ordinary
shares, the voting rights of class B ordinary shares and the class
B liquidation preference requires the prior approval from both the
Supervisory Board and all the holders of class B ordinary shares.
Certain resolutions to amend certain provisions of the Articles of
Association in a manner disproportionately affecting a class of
LyondellBasell's ordinary shares will require the approval of 2/3
of the outstanding voting power of that class.

There are no laws in effect in The Netherlands or provisions in
the Articles of Association limiting the rights of non-resident
investors to hold or vote ordinary shares.

Pursuant to the Articles of Association, the Management Board,
with the approval of the Supervisory Board, may determine to
allocate amounts to LyondellBasell's reserves up to the amount of
the company's annual profits.  Out of LyondellBasell's share
premium reserve and other reserves available for shareholder
distributions under Dutch law, the general meeting of shareholders
may declare distributions after a proposal of the Management Board
after approval from the Supervisory Board.  LyondellBasell cannot
pay dividends if the payment would reduce its shareholders' equity
below the aggregate par value of the company's outstanding
ordinary shares, plus reserves required to be maintained by law.

In addition, LyondellBasell does not currently plan to pay a
regular dividend on its class A ordinary shares or class B
ordinary shares.  Any future cash dividends or distributions will
be paid in U.S. dollars.

Each shareholder and certain other parties designated under Dutch
law will be permitted, either personally or through an attorney
authorized in writing, to attend the general meeting of
shareholders, to address the meetings and to exercise voting
rights, subject to certain provisions of Dutch law and the
Articles of Association.

LyondellBasell's general meetings of shareholders will be held in
The Netherlands at least annually, within six months after the
close of each financial year.

One or more shareholders representing solely or jointly at least
1% of the issued share capital or, as long as LyondellBasell's
shares are admitted to trading on the NYSE, shareholders whose
shares represent EUR50,000,000 or more, can ask the Supervisory
Board to place a matter on the agenda, provided that the
Supervisory Board has received that request at least 60 days
before the date of the general meeting of shareholders.

                 Post-Emergence Directors

In addition, LyondellBasell's executive officers are:

  Name                            Title
  ----                            -----
James L. Gallogly                Chief Executive Officer
C. Kent Potter                   Chief Financial Officer
Craig Glidden                    Executive Vice President and
                                  Chief Legal Officer
Kevin W. Brown                   Senior Vice President,
                                  Refining
Bhavesh V. (Bob) Patel           Senior Vice President,
                                  O&P - Americas
Anton de Vries                   Senior Vice President, O&P -
                                  EAI
Patrick Quarles                  Senior Vice President,
                                  Intermediates & Derivatives
Just Jansz                       Senior Vice President,
                                  Technology

The Supervisory Board will initially consist of nine members, four
of which will be independent members.  Of the initial Supervisory
Board, Apollo Global Management, LLC will have the right to
nominate three members while Access Industries and Ares Corporate
Opportunities Fund III, L.P. will each have the right to nominate
one initial member.  Apollo has nominated Joshua J. Harris, Scott
M. Kleinman and Marvin O. Schlanger to serve on the Supervisory
Board.  Access has nominated Philip Kassin to serve on the
Supervisory Board.  Ares has nominated Jeffrey S. Serota to serve
on the Supervisory Board.  Currently, LyondellBasell has not yet
identified the nominees expected to be the independent members of
the Supervisory Board.

A full-text copy of the Form 10 is available for free at:

                http://ResearchArchives.com/t/s?611e

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


MACATAWA BANK: Posts $21.1 Million Net Loss in Q1 Ended March 31
----------------------------------------------------------------
Macatawa Bank Corporation filed on April 29, 2010, its quarterly
report on Form 10-Q, showing a net loss of $21.1 million on
$16.5 million of revenue (net interest income -- $13.0 million;
noninterest income -- $3.5 million) for the three months ended
March 31, 2010, compared with a net loss of $4.1 million on
$18.1 million of revenue (net interest income -- $12.8 million;
noninterest income -- $5.3 million) for the same period of 2009.
The net interest margin increased to 3.22%, up 18 basis points
from 3.04% on a consecutive quarter basis and up 56 basis points
from 2.66% in the first quarter of 2009.

Ronald L. Haan, CEO of Macatawa Bank Corporation, said: "This was
a contrasting quarter as we grew our net interest margin, but also
realized continued losses in our real estate loan portfolios.  As
in previous quarters, most of these losses came from the declines
in value of real estate that is securing many of the Bank's
problem credits.  Significant write-downs in the valuation of
these problem assets, along with what we believe to be improving
real estate markets, give us the opportunity to accelerate the
disposition of these assets.  Moving these assets out of the Bank
remains one of our top priorities.  Despite another difficult
quarter, we are seeing signs of improvement in the real estate
markets.  Real estate valuations in our markets are showing signs
of stabilization, and purchase activity is increasing.  We are
more encouraged than at any point during this economic cycle based
on the increasing interest from potential investors in real estate
projects.,"  The Bank sold nearly $6.0 million in its other real
estate owned portfolio during the first quarter 2010 compared to
$7.5 million for all of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1.718 billion in assets, $1.651 billion of liabilities, and
$66.9 million of stockholders' equity.

As reported in the Troubled Company Reporter on April 7, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., in its audit report on
the Company's financial statements for 2009, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company incurred
significant net losses in 2009 and 2008, primarily from higher
provisions for loan losses and expenses associated with the
administration and disposition of non-performing assets at its
wholly owned bank subsidiary Macatawa Bank.

The independent auditors also noted that the Bank is under a
regulatory Consent Order that requires among other items, higher
levels of regulatory capital.

The Company has recorded $19.7 million in provisions for loan
losses in the first quarter of 2010.  Total nonperforming assets
amounted to $148.4 million at March 31, 2010, compared to
$141.2 million at December 31, 2009, and $112.1 million as of
December 31, 2008.

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

                  http://researcharchives.com/t/s?613b

A full-text copy of the Company's press release announcing its
results of operations for the first quarter of 2010 is available
for free at http://researcharchives.com/t/s?613c

Holland, Mich.-based Macatawa Bank Corporation (Nasdaq: MCBC) is a
bank holding company.  Its wholly owned subsidiary, Macatawa Bank,
offers commercial and personal banking services through its 26
branch offices and a lending and operation service facility in
Kent County, Ottawa County, and northern Allegan County, Michigan.


MAGIC BRANDS: DIP Financing, Cash Collateral Use Gets Interim OK
----------------------------------------------------------------
Magic Brands, LLC, et al., sought and obtained interim
authorization from the Hon. Brendan L. Shannon of the U.S.
Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from a syndicate of lenders led by
Wells Fargo Capital Finance, Inc., as administrative agent.

The DIP lenders have committed to provide up to $13,780,500 in
senior secured revolving loan facility, which includes a letter of
credit sub-facility of $500,000.  The revolver commitment under
the DIP Facility will be made available upon entry of the interim
order and satisfaction or waiver of certain other conditions to
closing set forth in the DIP Agreement, provided that the Debtors
will be permitted to use on an interim basis those amounts that
are consistent with the budget and the DIP Agreement, in the
aggregate amount of approximately $4,000,000, plus the amount of
collections applied to the prepetition revolver advances.

Douglas Rosner, Esq., and Mary Ellen Welch Rogers, Esq., at
Goulston & Storrs, P.C., the attorneys for the Debtors, explain
that the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

The DIP facility will mature on August 21, 2010.  The DIP facility
will incur interest at base rate (the greater of 4.00% per annum
and the rate of interest announced, from time to time, within
Wells Fargo at its principal office in San Francisco as its prime
rate) plus 6% per annum.  In the event of default, the Debtors
will pay an additional 2% default interest per annum.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; up to $550,000 in fees to professionals employed by
the Debtors or any official committee of unsecured creditors; and
up to $700,0000 on account of the transaction fee as set forth in
an engagement letter of FocalPoint Partners LLC dated as of
February 3, 2010.

The Debtors covenant with the lenders to (a) deliver monthly and
quarterly financial statements; (b) limit on liens, indebtedness,
investments, loans, acquisitions, sales, and affiliate
transactions; and (c) achieve milestones related to the sale of
substantially all of the Debtors' assets.

The DIP Loans will be afforded certain liens and claims, including
priming liens, priority liens, and superpriority claims, on
property of the estate.

The Debtors are required to pay a host of fees to Wells Fargo,
including:

     a. closing fee of $70,000, payable $35,000 on the closing
        date and $35,000 on the date of entry of the final order;

     b. commitment fee of 0.50% per annum on the average daily
        amount of the unused revolving commitments; and

     c. letter of credit fee of base rate +6% per annum on the
        average aggregate daily amount available to be drawn under
        the letters of credit.

A copy of the DIP agreement and budget is available for free at:

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

Mr. Rosner and Ms. Rogers say that the Debtors will also use the
cash collateral to provide additional liquidity.  In exchange for
using the cash collateral, the Debtors propose to grant the
prepetition lenders replacement liens, superpriority claims, and
payment of accrued and unpaid interest and reasonable fees and
expenses of the prepetition secured parties.

The Court has set a final hearing for May 10, 2010, at 12:30 p.m.

The Prepetition and the DIP Agent is represented by Paul,
Hastings, Janofsky & Walker LLP and Duane Morris LLP.

                       About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.


MARIO BURNIAS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Mario Burnias
               Ruth Mabel Burnias
               4824 Byington Drive
               San Jose, CA 95138

Bankruptcy Case No.: 10-54546

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Scott J. Sagaria, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos St. #1700
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  E-mail: sjsagaria@sagarialaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Mario Burnias and Ruth Mabel Burnias.


MATTHEW TELFORD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Matthew L. Telford
        2350 East 3500 North
        Filer, ID 83328

Bankruptcy Case No.: 10-40752

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  E-mail: btr@idlawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb10-40752.pdf

The petition was signed by Matthew L. Telford.


MIDDLEBROOK PHARMACEUTICALS: Case Summary & Creditors List
----------------------------------------------------------
Debtor: Middlebrook Pharmaceuticals, Inc.
        aka Advancis Pharmaceuticals Corporation
        7 Village Circle, Suite 100
        Westlake, TX 76262

Bankruptcy Case No.: 10-11485

Chapter 11 Petition Date: April 30, 2010

About the Business: MiddleBrook Pharmaceuticals, Inc. is a
                  pharmaceutical company focused on
                  commercializing anti-infective products that
                  fulfill unmet medical needs. MiddleBrook's
                  proprietary delivery technology, PULSYS, enables
                  the pulsatile delivery, or delivery in rapid
                  bursts, of certain drugs.  MiddleBrook currently
                  markets MOXATAG, the first and only FDA-approved
                  once-daily amoxicillin, and KEFLEX, the
                  immediate-release brand of cephalexin.

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Joel A. Waite, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453
                  E-mail: bankfilings@ycst.com

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

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

The petition was signed by David Becker, company's CFO and acting
CEO.

Debtor's List of 30 Largest Unsecured Creditors:

Entity                    Nature of Claim        Claim Amount
------                    ---------------        ------------
Par Pharmaceutical,        Development
Inc.                       Agreement/Contract
300 Tice Blvd.
Woodcliff Lake,
NJ 07677

Seneca Meadows             Lease/Rent             $3,789,020
Corporate Center II, LLC
9108 Gaither Rd.
Gaithersburg, MD 20877

Seneca Meadows             Lease/Rent             $665,242
Corporate Center III,
LLLP
20457 Seneca Meadows Pkwy.
Germantown, MD 20876

Seneca Meadows             Promissory Note        $472,592
Corporate Center III,
LLLP
20458 Seneca Meadows Pkwy.
Germantown, MD 20876

McKesson Drug Company      Distribution Svcs.     $372,873
One Post St.               Agreement/Contract
San Francisco,
CA 94104-5296

CEPH International Corp.   Trade Debt             $307,617
(Patheon)
P.O. Box 2790
Carolina, PR 00984-2790

Stada Production           Trade Debt             $219,971
Ireland Ltd.

Almac Pharma Services      Trade Debt             $178,543

Cardinal Health            Distribution Svcs      $175,000

The Nasdaq Stock           Listing Fee            $68,500
Market LLC

Physicians Desk            Trade Debt             $37,000
Reference, Inc.

Dendrite                   Trade Debt             $31,321

Sandoz GmbH                Trade Debt             $30,730

Compliance                 Trade Debt             $27,234
Implementation
Services (CIS)

U-Haul International       Rent for Storage       $24,834
                           Unit Space

QPharma Corp.              Trade Debt             $21,870

American Stock             Stock Transfer         $19,218
Transfer & Trust Co.       Fees

PPD Medical                Trade Debt             $19,000
Communications

Bowne Virtual Data Room    Fees                   $16,000

Minkoff Development        Miscellaneous          $15,117
Corp.                      Maintenance Expense

Atlas Van Lines, Inc.      Rental Fees for        $11,989
                           Moving from MD to TX

VCG & Associates, Inc.     Consulting Fees        $10,432

Lebhar-Friedman, Inc.      Advertising Fees       $10,300

Metro Exhibits, LLC        Trade Debt             $9,832

Shareholder.com            Corp. Website          $9,735
                           Hosting & Dbase Fees

Faircount, LLC             Marketing and          $6,000
                           Advertising

Harold R. Werner           Board Member Fees      $5,500

Martin A. Vogelbaum        Board Member Fees      $5,500

Paul Hastings, Janofsky    Professional Fees      $5,500
& Walker LLP

Automatic Data             Payroll Services       $3,738
Processing Inc.


MILTON DANIELE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Milton Daniele
               Ester Daniele
               19717 Oaka Court
               Porter, TX 77365

Bankruptcy Case No.: 10-33490

Chapter 11 Petition Date:

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  E-mail: calvinbraun@orlandobraun.com

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

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

According to the schedules, the Joint Debtors say that assets
total $2,081,938 while debts total $3,871,835.

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/txsb10-33490.pdf

The petition was signed by the Joint Debtors.


MT ZION: Asks Court to Extend Filing of Schedules Until June 1
--------------------------------------------------------------
Mt. Zion Limited Partnership has asked the U.S. Bankruptcy Court
for the Northern District of Illinois to extend the filing of
schedules of assets and liabilities and statement of financial
affairs until June 1, 2010.

The deadline for the filing of schedules and statement is
currently May 7, 2010.  The Debtor says that it is in the process
of gathering all of the information necessary to complete its
schedules and statement, and assures the Court that no party will
be prejudiced by granting the requested extension.

Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba
Woodspring Apartments, owns and operates a residential apartment
project located in Florence, Kentucky, known as Woodspring
Apartments.  The Company filed for Chapter 11 bankruptcy
protection on April 23, 2010 (Bankr. N.D. Ill. Case No. 10-18075).
David K Welch, Esq., at Crane Heyman Simon Welch & Clar, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


MT ZION: Section 341(a) Meeting Scheduled for May 27
----------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Mt. Zion
Limited Partnership's creditors on May 27, 2010, at 1:30 p.m.  The
meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 804, Chicago, Illinois 60604.

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

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

Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba
Woodspring Apartments, owns and operates a residential apartment
project located in Florence, Kentucky, known as Woodspring
Apartments.  The Company filed for Chapter 11 bankruptcy
protection on April 23, 2010 (Bankr. N.D. Ill. Case No. 10-18075).
David K Welch, Esq., at Crane Heyman Simon Welch & Clar, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


NENITA BACAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Nenita Maniagu Bacay
        11336 Michelle Street
        Cerritos, CA 90703
        Tel: (714) 669-5780

Bankruptcy Case No.: 10-26961

Chapter 11 Petition Date: April 30, 2010

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Marc A. Zimmerman, Esq.
                  13102 Marcy Ranch Road
                  Santa Ana, CA 92705
                  Tel: (714) 669-5780
                  E-mail: joshuasdaddy@att.net

Scheduled Assets: $1,582,750

Scheduled Debts: $1,887,500

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

The petition was signed by Nenita Maniagu Bacay.


NORTEL NETWORKS: Employees in Canada Have July 22 Claims Deadline
-----------------------------------------------------------------
Nortel Networks Corporation and its four Canada-based affiliates
sought and obtained an order from the Ontario Superior Court of
Justice, authorizing their former employees to file applications
of claims payment until July 22, 2010.

Former Nortel employees who are in financial constraints due to
illness and ineligibility for pension or employment insurance
benefits are entitled to apply for immediate payments of their
claims.  The payments are considered advances against future
distributions under a plan of compromise or arrangement based on
the claims of those employees.  A mechanism for immediate
payments of those claims was approved by the Canadian Court on
July 30, 2009.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNC and its affiliates, disclosed in its 43rd monitor report that
there remains C$650,000 of the C$750,000 that was made available
for payment of claims pursuant to the July 30, 2009 Order.

The Monitor said that while those employees who received payments
should also have claims against NNC and its affiliates, it is not
anticipated that any distribution under a plan of compromise or
arrangement will occur in the near term.

                      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: Gets Canada Court Nod for Funding Agreement
------------------------------------------------------------
Nortel Networks Corporation and its four Canada-based affiliates
sought and obtained a ruling from the Ontario Superior Court of
Justice, recognizing the order issued by the U.S. Bankruptcy
Court for the District of Delaware approving the Canadian Funding
and Settlement Agreement.

The CFAS dated December 23, 2009 authorizes U.S.-based Nortel
Networks Inc. to pay $190.8 million to Nortel Networks Ltd., one
of the Nortel Canadian units, to fund the latter's operations
from October 1, 2009 through the conclusion of the creditor
protection proceedings or the completion of the wind-down of NNL
and its Canadian affiliates.

The payment also serves as settlement of NNL's claims on account
of the services it provided to NNI and its U.S.-based debtor
affiliates as well as transition services to the buyers of
Nortel's major assets.

                      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: Applicants Want to Reduce D&O Charge to C$45MM
---------------------------------------------------------------
Nortel Networks Corp. and its Canadian affiliates sought and
obtained approval from the Ontario Superior Court of Justice to
reduce directors' charges to C$45 million.

Nortel directors and officers were granted by the Canadian Court
a charge in the sum of C$90 million on the properties of Nortel
to secure the latter's obligations to make payments after
January 14, 2009.

Derrick Tay, Esq., at Ogilvy Renault LLP, in Toronto, Ontario --
dtay@ogilvyrenault.com -- asserts the Nortel Canadian units'
liability for the obligations was significantly reduced from the
projection as of January 2009 due to operational reductions and
divestitures.  He adds that the number of directors serving on
the boards of NNC and Nortel Networks Ltd. has been reduced from
nine at the commencement of the proceedings to three at present.

As condition for the reduction of the Directors' Charge, claims
against the Nortel directors and officers on account of their
liabilities for which they are indemnified by the Nortel Canadian
units will be capped.  If the claims exceed C$45 million, each
claim will be reduced pro rata so that the aggregate of all
claims will not exceed C$45 million.

Ernst & Young Inc., the firm appointed to monitor the assets of
the Nortel Canadian units, said the reduction of the Directors'
Charge is appropriate and recommended approval of the charge
reduction under its 41st Monitor Report.

                      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: Amendment to Disabled Workers Deal Approved
------------------------------------------------------------
Nortel Networks Corp. and its four Canadian affiliates sought and
obtained an order from the Ontario Superior Court of Justice,
approving an amendment to a settlement agreement with former and
disabled Nortel workers.

The CCAA Applicants entered into the Settlement with (i) David
Sproule, David Archibald and Michael Campbell, as court-appointed
representatives of the Nortel Former Employees; (ii) Sue Kennedy
as the court-appointed representative of the Represented Long-
Term Disability or LTD Beneficiaries; (iii) Koskie Minsky LLP, as
the court-appointed counsel to the Former Nortel Employees and
the LTD Beneficiaries; and (iv) the National Automobile,
Aerospace, Transportation and General Workers Union of Canada or
CAW-Canada and certain of its local unions.

The CCAA Applicants amended the Settlement Agreement dated
February 8, 2010, to delete the "No Preclusion Clause" found in
Clause H.2 of the Agreement.

The Court Approval Order dated March 31, 2010, was issued barely
a week after the Canadian Court denied the approval of the
Initial Settlement Agreement because of the inclusion of Clause
H.2, which it said does not recognize the interests of the other
creditors of the CCAA Applicants.

In an endorsement issued on March 26, 2010, the Canadian Court
said the Settlement Agreement provides for a transfer of funds
for the benefit of the former and disabled Nortel employees at
the expense of the remaining creditors and that Clause H.2 has
the effect of not providing any certainty of outcome to those
creditors.

"If the creditors are to be bound by the Settlement Agreement,
they are entitled to know, with certainty and finality, the
effect of the Settlement Agreement," the Canadian Court said.

The Initial Settlement Agreement also drew flak from some Nortel
employees, who urged the Canadian Court to reject the Agreement
because they did not want to give up their right to sue for
additional benefits.  The Agreement included releases barring
future lawsuits, according to a report by Bloomberg News.

                         March 31 Ruling

In its March 31 ruling, the Canadian Court approved the Amended
Settlement Agreement in its entirety.  It ruled that the Amended
Agreement supersedes all prior arrangements among the parties.

A full-text copy of the Nortel/Former Employees Amended
Settlement Agreement is available at:

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

The Settlement essentially provides that for the remainder of
2010, the CCAA Applicants will continue to pay medical and dental
benefits and life insurance benefits to (i) Nortel pensioners and
their beneficiaries and survivors, and (ii) Nortel employees who
are entitled to receive long term disability benefits.

Moreover, under the Settlement, Nortel will create a pool of
$4.3 million, which will be referred to as the "Termination Fund,"
to be set aside for Nortel employees and former employees whose
employment has been terminated or is terminated before June 30,
2010, and to whom amounts are owing for termination or severance
payments.  Each such individual will be paid a maximum of $3,000
from the Termination Fund.

The Canadian Court also held that any pension claims made in the
CCAA Applicants' proceedings, any subsequent receivership or
bankruptcy proceedings concerning them, their foreign units and
pension plans should rank as ordinary unsecured claims on a pari
passu basis with the claims of ordinary unsecured creditors.

No part of any pension claims will be entitled to any
preferential treatment or enjoy any priority in any manner over
the claims of ordinary unsecured creditors made against Nortel,
or rank as a priority claim as a trust, lien or charge, according
to the March 31 ruling.

The CCAA Applicants were authorized to make all current service
and special payments to the pension plans through March 31, 2010,
in accordance with the last actuarial valuation for the pension
plans filed with the Financial Services Commission of Ontario, in
the aggregate amount of $2,216,254 per month.  Thereafter and
through September 30, 2010, the CCAA Applicants are authorized to
make only current service payments to the pension plans in the
aggregate amount of $379,837 per month.

Former workers as well as pensioners and disabled employees who
are entitled to payment from the Termination Fund will be
entitled to the benefit of a charge on the CCAA Applicants'
properties to secure payment for their medical and dental
benefits, pension and others.  The charge does not have to exceed
an aggregate amount of $57 million, according to the March 31
Order.

The Order also provides that the trustee and custodian of the
pension plans, CAW-Canada, Sue Kennedy, as representative of the
disabled employees, Koskie Minsky LLP, as representative of
former employees, and certain other entities will be released
from claims related to the pension plans and the Health and
Welfare Trust.

Ernst & Young Inc., the firm appointed to monitor the assets of
the CCAA Applicants, expressed support for the approval of the
Amended Settlement Agreement.  Under its 42nd Monitor Report, E&Y
said the Agreement represents a "fair balancing of interests" of
the CCAA Applicants' stakeholders and is an important step in the
implementation of the Applicants' restructuring.

         Nortel Workers to Ask Appeals Court to Void Deal

A group of about 40 disabled workers intend to ask an Ontario
Appeals Court to void the settlement between Nortel and its
former Canadian employees, according to an April 9 report by
Bloomberg News.

Joel Rochon, Esq., at Rochon Genova LLP, who represents the group
told Bloomberg News in a phone interview that he will filed a
request for a hearing before the appeals court.

Meanwhile, an April 12 report by www.phoneplusmag.com said that
Canada-based Nortel workers on long-term disability are
convincing their federal leaders to support a bill to amend
Canadian bankruptcy laws.

The bill would put workers with long-term disability on top of
the list of creditors to be paid if a company goes bankrupt.  At
that point, payments would continue until the former employees
turn 65 and become eligible for retirement benefits, the report
said.

Diane Urquhart, a financial analyst, said in court papers that
workers earning C$50,000 a year before becoming disabled might be
left to live on C$13,700 a year starting in 2011, according to
Bloomberg News.

                      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)


NORTH COAST: A.M. Best Downgrades FSR to 'C+'
---------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C+
(Marginal) from C++ (Marginal) and issuer credit rating to "b-"
from "b" of North Coast Life Insurance Company (North Coast Life)
(Spokane, WA) [OTCBB: NCLI].  The outlook for both ratings is
negative.

The rating downgrades of North Coast Life are based on the
increased level of below investment grade bonds relative to
capital and surplus and the significant potential for North Coast
Life's already low capital base to decline further, bringing it
close to a regulatory minimum for a key state of operation.

The negative outlook recognizes the continued potential for
additional realized investment losses that could negatively affect
North Coast Life's balance sheet strength, as well as the
continuing volatility in sectors of the financial market.  North
Coast Life has historically maintained a low level of risk-
adjusted capitalization and a high level of below investment grade
bonds relative to capital.

The ratings also acknowledge North Coast Life's profitable
operations, the company's restructuring of its home office
expenses to reduce operating costs and the ongoing evolution of
North Coast Life's technology platform to further develop its
business profile.


OPTI CANADA: Posts C$50.1-Mil. Net Loss for March 2010
------------------------------------------------------
OPTI Canada Inc. reported its financial and operating results for
the quarter ended March 31, 2010.

The Company's balance sheet showed C$3.7 billion in total assets
and C$2.5 billion in total liabilities for a C$763.0 million in
stockholders' deficit.

The Company reported a C$50.1 million net loss on C$50.3 million
of revenues for the three months ended March 31, 2010, compared
with a C$90.5 million net loss on C$29.0 million revenues for the
same period a year ago.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6102

                            About OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

OPTI continues to carry Moody's Caa2 corporate rating and Standard
& Poor's B- corporate rating.


ORLEANS HOMEBUILDERS: Sale Delayed to Talk on Stand-Alone Plan
--------------------------------------------------------------
Orleans Homebuilders, Inc. has requested an approximately two week
adjournment of the hearing originally scheduled for May 4, 2010,
in United States Bankruptcy Court for the District of Delaware on
its motion for, among other things, establishment of bidding
procedures for other offers for the purchase of substantially all
of the assets of the Company pursuant to the terms of the
previously announced Asset Purchase Agreement with NVR, Inc.  NVR
has agreed to this extension, and the Bankruptcy Court has
rescheduled the hearing for May 21, 2010, at 11:30 a.m.  The
principal reason for the adjournment is to afford the Company more
time to consider other options for the Company, including on-going
discussions with the Company's senior secured lender group, the
official committee of unsecured creditors and other constituencies
regarding a stand-alone plan of reorganization, as opposed to a
prompt sale under section 363 of the Bankruptcy Code.  The Company
emphasized that there can be no assurance at the present time as
to the outcome of these, or any other, discussions.

Regarding the adjournment, Mitchell B. Arden, a Managing Director
and Shareholder of Phoenix Management who has been serving as
Orleans' Chief Restructuring Officer since March 4, 2010, stated:
"The Company has been in active dialogue with a number of parties
regarding strategic options.  The conversations have been
productive and the two week adjournment is designed to provide
additional time to consider these options.  Ultimately, a stand-
alone plan of reorganization that recognizes the Company's going
concern value may represent a better outcome for the Company and
its customers, contractors/suppliers, employees and lenders. We
appreciate the support of NVR and other constituencies as we
evaluate these options."

The Company and most of its operating subsidiaries filed voluntary
petitions to commence the Chapter 11 process on March 1, 2010 in
the U.S. Bankruptcy Court for the District of Delaware in
Wilmington.  The filing does not include certain of the Company's
subsidiaries, including its mortgage services subsidiary, Alambry
Funding, Inc., which provides mortgage brokerage services for
customers and financial institutions but which does not underwrite
any customer mortgages.  All of the debtors in the Chapter 11
proceedings are borrowers under the Debtor-in Possession Loan
Agreement entered into on April 21, 2010.  As security for the DIP
Loan Agreement, the borrowers provided the lenders a security
interest in all of their assets, with a few minor exceptions. The
debtors' execution and delivery of the DIP Loan Agreement was
approved by the Bankruptcy Court on April 16, 2010.

                  About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10684).  Cahill Gordon &
Reindell LLP is the Debtor's bankruptcy and restructuring counsel.
Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, are the Debtor's Delaware and
restructuring counsel.  Blank Rome LLP is the Debtor's special
corporate counsel.  Garden City Group Inc. is the Debtor's claims
and notice agent.  The Company estimated assets and debts at
$100,000,001 to $500,000,000.


PACIFIC CAPITAL: DBRS Affirms Issuer Debts Rating of 'CC'
---------------------------------------------------------
DBRS has commented on the 1Q10 results of Pacific Capital Bancorp
(PCBC or the Company).  PCBC's ratings, including its Issuer &
Senior Debt rating of "CC" were unaffected by 1Q10 results.  All
ratings are Under Review with Negative Implications.  The
commentary followed PCBC's announcement of 1Q10 results, and its
disclosure that it was entering into a definitive agreement with
SB Acquisition Company LLC, a wholly owned subsidiary of Ford
Financial Fund, L.P. (Ford), where Ford has agreed to invest
roughly $500 million in the Company.

DBRS comments that the Ford investment, if it closes, will
significantly augment PCBC's loss absorption capacity.  However,
DBRS notes that the investment is based upon several closing
conditions, which creates a component of uncertainty and could
take some time to complete.  DBRS comments that if PCBC's capital
position is not materially strengthened over the near term, rating
actions will likely occur and that the rating differential between
senior debt and subordinated debt will significantly widen.

Under the agreement, PCBC agreed to sell, to Ford, at the closing
of the investment 225,000,000 shares of its common stock at a
purchase price of $0.20 per share ($45 million) and 455,000 of
newly created mandatorily convertible participating preferred
stock (preferred stock) at a price of $1,000 per share ($455
million).  As part of the definitive agreement, PCBC will commence
a rights offering following the closing of the Ford investment, to
provide shareholders of record as of the close of business on the
day prior to the closing date (Legacy Shareholders) the non-
transferrable right to purchase common stock directly from the
Company at a price of $0.20 per share.  A maximum 20% of the pro-
forma fully diluted equity will be available for purchase by
Legacy Shareholders in the rights offering, proportionally to each
Legacy Shareholder's ownership in the Company.

The investment is subject to satisfaction or waiver of certain
closing conditions, including: completion of a recapitalization
transaction with the U.S. Treasury (Treasury) involving the
exchange of all shares of preferred stock issued by the Company
under TARP, having a liquidated preference of $180.6 million and
associated warrants for shares of the common stock in an amount
equal to 20% of that liquidation preference and the amount of
accrued but unpaid dividends of the preferred shares, with the
common stock valued at $.20 per share; completion of tender offers
for at least 70% of the Company's $67.3 million of trust preferred
securities, at a purchase price equal to 20% of such liquidation
amount and the Bank's $121 million aggregate principal amount of
subordinated debt instruments, at a purchase price equal to 30% of
such principal amount.  Completion of the foregoing transactions
and of the Ford investment would be conditioned upon each other.
Certain regulatory and governmental approvals and the Company's
receipt of approval from the NASDAQ Stock Market to issue the
securities described above in reliance on the shareholder approval
exemption set forth in NASDAQ Rule 5635(f).

After the close of the transaction (without giving effect to the
contemplated rights offering), Ford would own approximately 91% of
the Company's common stock, the Treasury would own approximately
7% and the Company's shareholders, as of today, would own
approximately 2% of the common stock.

In light of severe macroeconomic headwinds, PCBC reported a net
loss applicable to common shareholders of $80 million for the
quarter, decreasing from a loss of $20 million for the prior
quarter.  On a linked-quarter basis, the 1Q10 loss reflected a 1.7
times increase in provisions for loan loss reserves and a 23%
decline in noninterest income.  The decline in noninterest income
reflected higher 4Q09 securities related gains and service charges
and fees.  Net interest income contracted 8% during the quarter,
driven by 7% decrease in interest earning assets, as the Company
continues to reduce its loan balances.  Net interest margin
remained flat at 2.6%.  Reflecting the Company's expense reduction
initiatives, noninterest expenses contracted 16%, during 1Q10.

Asset quality continues to be a significant challenge for the
Company.  Non-performing loans (NPLs) remain very high (8.5% of
total loans), yet the pace of NPL growth somewhat declined during
the quarter.  Net charge-offs (NCOs) represented a very high 6.6%
of average loans.  DBRS notes that delinquencies have yet to
stabilize pointing to continued asset quality problems.
Consistent with prior quarters, commercial loans, especially
construction exposures, represented the bulk of NPLs.  DBRS
comments that PCBC's loan loss reserves remained moderate at 68%
of nonperforming loans.

Capital remains severely strained. At March 31, 2010, the Bank's
Tier 1 leverage, and Tier 1 and Total risk based capital ratios
were 4.6%, 7.5% and 10.2%.  As such, the bank was not in
compliance with the minimum capital ratios set by the OCC and its
Tier 1 leverage was below regulatory defined "well capitalized"
levels.


PALM BEACH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Palm Beach Development Group, LLC
        dba Ameri-Stay Inn & Suites
        fdba Amerihost Inn and Suites
        P.O. Box 15408
        Wilmington, NC 28402

Bankruptcy Case No.: 10-03435

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293
                  E-mail: davidhaidt@embarqmail.com

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

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

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

The petition was signed by John K. Hutchings, Jr., managing
member.


PARADIGM DEVELOPMENT: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Paradigm Development Solutions, LLC
        8025 Liberty Road
        Windsor Mill, MD 21244

Bankruptcy Case No.: 10-19668

Chapter 11 Petition Date: April 30, 2010

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

Debtor's Counsel: Ronald J. Drescher, Esq.
                  Drescher & Associates
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410)484-9000
                  E-mail: ecf@drescherlaw.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mdb10-19668.pdf

The petition was signed by Gene C. Bradford, general manager.


PAUL STEADMAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paul R. Steadman
        5064 Crofton Drive
        Fort Mill, SC 29715

Bankruptcy Case No.: 10-03145

Chapter 11 Petition Date: April 30, 2010

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

Judge: Helen E. Burris

Debtor's Counsel: Nancy E. Johnson, Esq.
                  Law Office of Nancy E. Johnson, LLC
                  2201 Greene Street
                  Columbia, SC 29205
                  Tel: (803) 343-3424
                  Fax: (803) 656-0510
                  E-mail: nej@njohnson-bankruptcy.com

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

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

According to the schedules, the Debtor says that assets total
$15,309,615 while debts total $10,520,489.

The petition was signed by the Debtor.

Debtor's List of 20 Largest Unsecured Creditors:

         Entity                    Nature of Claim    Claim Amount
         ------                    ---------------    ------------
First National Bank of the South   Mortgage             $1,031,315
P.O. Box 3508
Spartanburg, SC 29304

Wells Fargo Bank, N.A.             First Mortgage         $713,000
Servicing and Boarding
Operations
P.O. Box 13327
Roanoke, VA 24040

Bob Neely                          --                     $217,500
424 Hendon Row
Fort Mill, SC 29715

Blythe Development Co.             Mechanics lien         $140,000


First National Bank of the South   --                     $107,000

First Reliance Bank                Judgment lien          $103,016

Carolina First Bank                --                     $100,000


Piedmont Bank                      2nd mortgage            $100,000
A Division of Yadkin Valley Bank

First Trust Bank                   --                      $88,000

BB&T Bank                          Second Mortgage         $88,000

Chase Card Services                Business credit         $75,148
                                   card


York County Treasurer              --                      $61,000

Harold G. Pendleton                Personal loan           $60,180

Kimley-Horn and Associates         Traffic engineer        $33,565
                                   Services

Robert W. McLeavy, LLC             Legal fees              $25,400

Ward Edwards Inc.                  Engineering services    $24,460

Internal Revenue Service           --                      $22,000

ESP Associates, PA                 Engineering services    $18,250

Moore and Van Allen                Legal fees              $18,124

Wishert Norris Henninger &         Legal fees              $18,120
Pittman


PROJECT ORANGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Project Orange Associates, LLC
        639 1st Avenue
        Apt. 30C
        New York, NY 10016

Bankruptcy Case No.: 10-12307

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Timothy W. Walsh, Esq.
                  DLA Piper LLP (US)
                  1251 Avenue of the Americas
                  New York, NY 10020-1104
                  Tel: (212) 335-4500
                  Fax: (212) 335-4501
                  E-mail: timothy.walsh@dlapiper.com

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

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

The petition was signed by Adam Victor, company's president and
CEO.

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


RADTLAR PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: RADTLAR Properties, LLC
        1635 Cedar Lake Circle
        Hernando, MS 38632

Bankruptcy Case No.: 10-12164

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: James W. Amos, Esq.
                  2430 Caffey Street
                  Hernando, MS 38632
                  Tel: (662) 429-7873
                  E-mail: jwamosattorney@aol.com

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

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

According to the schedules, the Company says that assets total
$1,350,000 while debts total $872,374.

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/msnb10-12164.pdf

The petition was signed by Alison L. Rumler, managing member.


REVLON INC: Earns $4.2 Million for First Quarter
------------------------------------------------
Revlon Consumer Product Corporation filed with the Securities and
Exchange Commission its Form 10-Q for the quarterly period ended
March 31, 2010.

The Company's balance sheet showed $807.0 million in total assets,
$303.7 million total current liabilities, $1.1 billion long-term
debt, $107.0 million long-term debt (affiliates), $210.8 million
long term pension liabilities, and $63.9 million other long term
liabilities, for a $983.0 million stockholders' deficit.

The Company reported a $4.2 million net income on $305.5 million
of net sales for the three months ended March 31, 2010, compared
with a $14.5 million net income on $303.3 million of net sales for
the same period a year earlier.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6149

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


RICHARD VITEK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Richard Paul Vitek
               Catina Marie Vitek
               aka Catina Marie Keys
               1904 Gallant Knight Lane
               Mount Airy, MD 21771

Bankruptcy Case No.: 10-19565

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Christopher R. Wampler, Esq.
                  Wampler, Souder & Sessing, LLC
                  One Central Plaza
                  11300 Rockville Pike Ste. 610
                  Rockville, MD 20852
                  Tel: (301) 881-8895
                  Fax: (301) 881-8896
                  E-mail: cwampler@wssfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb10-19565.pdf

The petition was signed by Richard Paul Vitek and Catina Marie
Vitek.


RIDGEVIEW HEIGHTS: Plan Offers Less Than 100% for Unsecureds
------------------------------------------------------------
Ridgeview Heights, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Tennessee a Disclosure Statement explaining
its proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides for
secured creditors to retain their liens and receive on account of
the claim cash or deferred cash payments, totaling the allowed
amount of the claims.

The Plan also provides certain classes of unsecured creditors to
receive less than 100% of their claims.  The Plan did not provide
for the estimated percentage recovery by holders of unsecured
claims.  However, under the Plan, at the end of the Plan and upon
completion of the development, there will be nothing remaining in
the Debtor, nor owned by the Debtor.  The members of the Debtor
are retaining ownership of the property.

The Debtor's payments under the Plan will be funded from its
regular sale of commercial and residential lots.  The Debtor will
be the disbursing agent to make distributions under the Plan.

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

The Debtor is represented by:

     Paul E. Jennings Law Offices, P.C.
     805 South Church Street, Suite 3
     Murfreesboro, TN 37130
     Tel: (615) 895-7200
     Fax: (615) 895-7294
     E-mail: paulejennings@bellsouth.net

                      About Ridgeview Heights

Bartlett, Tennessee-based Ridgeview Heights, LLC, filed for
Chapter 11 bankruptcy protection on December 28, 2009 (Bankr. M.D.
Tenn. Case No. 09-14692).  Paul E. Jennings, Esq., who has an
office in Murfreesboro, Tennessee, 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.


RONDOL CORDON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rondol Cordon Logging, Inc.
        P.O. Box 1746
        Washington, NC 27889

Bankruptcy Case No.: 10-03424

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: John G Rhyne, Esq.
                  Hinson & Rhyne, P.A.
                  P.O. Box 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746
                  E-mail: annhinson@nc.rr.com

Estimated Assets: $50,001 to $1,000,000

Estimated Debts: $50,001 to $1,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb10-03424.pdf

The petition was signed by Rondol Cordon, president.


SCHUCK-BAYMEADOWS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Schuck-Baymeadows, LLC, has sought authorization from 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               $12,500,000
  B. Personal Property              $151,682
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,505,347
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $90,832
                                 -----------      -----------
        TOTAL                    $12,651,682       $9,596,179

Rexburg, Idaho-based Schuck-Baymeadows, LLC, filed for Chapter 11
bankruptcy protection on March 16, 2010 (Bankr. M.D. Fla. Case No.
10-02088).  The Company listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in debts.

The Company's affiliate, Villa Sangria-Baymeadows, LLC, filed a
separate Chapter 11 petition on March 16, 2010, listing
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.


SD TRUST: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SD Trust, LLC
        1249 South Pleasantburg Drive
        Greenville, SC 29605

Bankruptcy Case No.: 10-03185

Chapter 11 Petition Date: April 30, 2010

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

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  E-mail: bknotice@thecooperlawfirm.com

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

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

The petition was signed by Jerry T. Saad, manager.

Debtor's List of 20 Largest Unsecured Creditors:

         Entity                    Nature of Claim    Claim Amount
         ------                    ---------------    ------------
Community First                    --                   $1,896,000
449 Bypass 123
Seneca, SC 29678

Kastle Group Inc                   --                     $740,000
P.O. Box 2541
Easton, MD 21601

Creative Portfolios                --                     $450,000
Attn Lillian Sonne
290G Applewood Center Plaza
Seneca, SC 29678

Faulstina Smith                    --                     $400,000
298 Sugar Hill Road
Seneca, SC 29672

Greenberg Investments LP           --                     $392,000
128 Ralston Avenue
Mill Valley, CA 94941

Greenberg Investments LP           --                     $315,000
128 Ralston Avenue
Mill Valley, CA 94941

Robert Alexander                   --                     $305,019
351 Cherokee Lake Road
Tamassee, SC 29686

John R. Young                      --                     $300,000
170 Jolly Wingo Road
Pendleton, SC 29670

Troy Grant                         --                     $295,000
2513 N. Highway 11
West Union, SC 29696

Dennis Pifer Group                 --                     $275,000
204 Windlake Drive
Seneca, SC 29672

Ronald Priddy                      --                     $230,000

John Zager                         --                     $163,000

Amado Lopez                        --                     $100,000

Jason Alonso                       --                     $100,000

Richard Parson                     --                     $100,000

Doug Glass                         --                      $75,000

Anthony Edgar                      --                      $70,000

Randy Cheek                        --                      $65,000

Pinnacle Mulch                     --                      $63,584

CW Craig                           --                      $50,000


SEACOAST TRANSPORTATION: Case Summary & Creditors List
------------------------------------------------------
Debtor: SeaCoast Transportation Service Inc.
        3605 Horseblock Road
        Medford, NY 11763

Bankruptcy Case No.: 10-73275

Chapter 11 Petition Date: April 30, 2010

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

Judge: Alan S. Trust

Debtor's Counsel: Marc A. Pergament, Esq.
                  Weinberg Gross & Pergament LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  E-mail: mpergament@wgplaw.com

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

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

According to the schedules, the Company says that assets total
$263,500 while debts total $929,329.

A copy of the Company's list of 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-73275.pdf

The petition was signed by John Mensch, president.


SOUTHERN FASTENER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southern Fastener, LLC
        P.O. Box 1387
        Mobile, AL 36633-1387

Bankruptcy Case No.: 10-01929

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: C. Michael Smith, Esq.
                  150 South Dearborn St.
                  Mobile, AL 36602-1606
                  Tel: (251) 433-0588
                  E-mail: paulandsmithpc@earthlink.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/alsb10-01929.pdf

The petition was signed by William B. Chinnis, III, managing
member.


STEVEN MILLS, SR.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Steven Albert Mills, Sr.
                 dba Steven A. Mills Trucking
                     Steven A. Mills Transportation
                     Steven A. Mills Transportation II
               Christine Powers Mills
                 dba Carolina Town and Country
                     T&C Consignment
               366 AI Taylor Road
               Richlands, NC 28574

Bankruptcy Case No.: 10-03466

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.com

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

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

According to the schedules, the Joint Debtors say that assets
total $2,832,166 while debts total $4,027,480.

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/nceb10-03466.pdf

The petition was signed by the Joint Debtors.


STEVEN WINTER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Steven A. Winter
               Sarah E. Winter
               5425 Brillwood Lane
               Cincinnati, OH 45243

Bankruptcy Case No.: 10-12901

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Glen E. Littlejohn, Esq.
                  3192 W. 14th Street, DN
                  Cleveland, OH 44109
                  Tel: (216) 240-0324
                  Fax: (614) 452-9226
                  E-mail: helpme@kinglittlejohn.com

Scheduled Assets: $5,309,457

Scheduled Debts: $6,737,156

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohsb10-12901.pdf

The petition was signed by Steven A. Winter and Sarah E. Winter.


SUMNER REGIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sumner Regional Health Systems, Inc.
          dba Sumner Regional Medical Center
              SRHS Professional Services
              Sumner Station
              Sumner In-Patient Rehabilitation Unit
              Westmoreland Pharmacy
              Imaging for Women at Sumner Station
              Diagnostic Center at Sumner Station
              Outpatient Rehab Services at Sumner Station
              The Fitness Center at Sumner Station
              Sumner Crossroads
              Executive House Apartments
        555 Hartsville Pike
        Gallatin, TN 37066

Bankruptcy Case No.: 10-04766

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Robert A. Guy, Esq.
                  Frost Brown Todd LLC
                  424 Church Street, Suite 1600
                  Nashville, TN 37219-2308
                  Tel: (615) 251-5550
                  Fax: (615) 251-5551
                  E-mail: bguy@fbtlaw.com

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

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

The petition was signed by Waite Popejoy, chief restructuring
officer.

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

Debtor-affiliates filing separate Chapter 11 petition:

         Entity                         Case No.     Petition Date
         ------                         --------     -------------
Sumner Regional Health Systems, Inc.    10-04766          04/30/10

Trousdale Medical Center, Inc.          --                      --

Frank T. Rutherford                     --                      --
Memorial Hospital, Inc.

SRHS Holdings, LLC                      --                      --

Sumner Homecare and Hospice, LLC        --                      --

Family Wellness Group                   --                      --
of Middle Tennessee, LLC

ClinicCare, LLC                         --                      --



SUNESIS PHARMACEUTICALS: Incurs $4.6 Million Net Loss in Q1 2010
----------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, showing a net loss of $4,647,682 on $12,500 of revenue
for the three months ended March 31, 2010, compared with a net
loss of $8,363,436 on $224,047 of revenue for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$15,329,511 in assets, $3,541,245 of liabilities, and $11,788,266
of stockholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
Ernst & Young, LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for 2009.  The
independent auditors noted that of the Company's recurring losses
from operations.

The Company believes that currently available cash and cash
equivalents, including the net proceeds of $14.2 million from
sales of common stock through March 31, 2010, under the controlled
equity offering sales agreement with Cantor Fitzgerald & Co., are
sufficient to fund its operations through at least September 30,
2010.  The Company will need to raise substantial additional
funding in the near term in order to sustain operations beyond
that date and before undertaking any additional clinical trials of
voreloxin.  "The significant negative cash flows and lack of
financial resources of the Company raise substantial doubt as to
the Company's ability to continue as a going concern."

If the Company is unable to raise additional funding to meet its
working capital needs, it will be forced to delay or reduce the
scope of its voreloxin development program or limit or cease its
operations.

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

                   http://researcharchives.com/t/s?613e

South San Francisco, Calif.-based Sunesis Pharmaceuticas, Inc.
(NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of hematologic and solid tumor cancers.


SUZANNE STOPP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Suzanne C. Stopp
        fka Suzanne Pulec
        fka Suzanne Pulec Enterprises, LLC
        20425 N. 100th Place
        Scottsdale, AZ 85255

Bankruptcy Case No.: 10-13164

Chapter 11 Petition Date: April 30, 2010

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Aiken Schenk Hawkins & Ricciardi PC
                  4742 North 24th Stree, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  E-mail: dlh@ashrlaw.com

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

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

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

The petition was signed by Suzanne C. Stopp.


TAYLOR-WHARTON: Signs Deal to Sell Huntsville to Norris Cylinder
----------------------------------------------------------------
Taylor-Wharton International LLC has agreed to sell the assets of
its Huntsville, Alabama cylinder operations and certain of the
assets of its Harrisburg, Pennsylvania cylinder operations as part
of its chapter 11 restructuring.

TWI has selected Norris Cylinder Corp. as a stalking horse bidder
for the cylinder assets under Section 363 of the U.S. Bankruptcy
Code.  Norris has agreed to purchase the assets for $11 million,
subject to certain adjustments detailed in the asset purchase
agreement dated April 30, 2010.  TWI is in the process of seeking
Court permission to conduct an auction within the next month under
Section 363 of the U.S. Bankruptcy Code in order to maximize value
for TWI and its creditors.

A motion for approval of certain bidding procedures was filed with
the Court on April 30, 2010.

"The sale of the cylinders business represents another important
step in our restructuring process," said Bill Corbin, chairman and
chief executive officer of TWI.  "After careful review, TWI
determined the sale of the Huntsville and Harrisburg assets is in
the best interest of the Company and its stakeholders."

As previously announced, TWI and certain affiliates filed
voluntary petitions for chapter 11 protection on November 18, 2009
in order to implement an agreement in principle with the holders
of mezzanine senior subordinated secured notes and holders of
first lien notes to significantly improve the Company's capital
structure and create financial flexibility.  The Company is
scheduled to seek confirmation of its Plan of Reorganization on
May 12, 2010 and exit chapter 11 shortly thereafter.

                     About Taylor-Wharton

Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TEFRON LTD: Kost Forer Raises Going Concern Doubt
-------------------------------------------------
Tefron Ltd. filed on April 29, 2010, its audited financial
statements for the year ended December 31, 2009.

Kost Forer Gabay & Kasierer, in Haifa, Israel, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
had losses of $17.4 million in 2009, has a negative working
capital of $6.6 million as of December 31, 2009, and had negative
cash flows from operating activities of $1.5 million in 2009.  In
addition, the independent auditors said that the Company's ability
to meet its obligations will depend on its ability to comply with
its new financial covenants, including positive EBITDA, during
2010.  "If the Company will not comply with the covenants and the
banks will demand that the credit be payable immediately, then the
Company's ability to raise financing from other sources will be
very limited."

The Company reported a net loss of $17.4 million, or $8.2 per
diluted share. in 2009, compared with a net loss of $17.6 million
or $8.3 per diluted share, in 2008.  2009 revenues were
$115.5 million, representing a 33.5% decrease from 2008
revenues of $173.8 million.  The Company attributed the decrease
in revenues to the worldwide economic slowdown, which led to more
conservative inventory management policies among some of the
Company's customers and a decline in sales to its two major
customers.

A full-text copy of the Company's financial statements for 2009 is
available for free at:

               http://researcharchives.com/t/s?613a

                        About Tefron Ltd.

Based in Misgav, Israel, Tefron Ltd. (OTC: TFRFF; TASE: TFRN)
manufactures boutique-quality everyday seamless intimate apparel,
active wear and swimwear sold throughout the world by such name-
brand marketers as Victoria's Secret, Nike, Target, The Gap, J.C.
Penney, Maidenform, Lululemon Athletica, Warnaco/Calvin Klein,
Patagonia, Reebok, Swimwear Anywhere, and El Corte Englese, as
well as other well known retailers and designer labels.  The
Company's product line includes knitted briefs, bras, tank tops,
boxers, leggings, crop, t-shirts, nightwear, bodysuits, swimwear,
beach wear and active-wear.

The Company's foreign subsidiaries are Tefron USA and Tefron UK
which primarily conducts marketing and sale activities.


TERREL REID: Plan Outline Hearing Scheduled for May 11
------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho will consider at a hearing on May 11, 2010, at
9:30 a.m., the Disclosure Statement explaining Terrel R. Reid and
Sharon M. Davies' Plan of Reorganization.  The hearing will be
held at the Federal Court Building, 801 E. Sherman, Pocatello,
Idaho.

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
secured claim of Bank of America to be paid in full.

Class 3 claims of other secured creditors - the Debtors propose to
maintain non-default status by continuing payments on the debts.

The Debtors propose paying all unsecured claims in full, with each
unsecured creditor getting full payment of its claim.

Class 5 is consist of all guaranteed obligations including the
Bank of America Line of Credit to Davies Reid, Inc., and the loan
obligations of David Reid Park City, LLC.  upon payment in full of
the Davies Reid, Inc., Line of Credit, Bank of America will
release its security interest in the Davies Reid, Inc., inventory.

Payments and distributions under the Chapter 11 Plan will be
funded by the proceeds from the sale of the real property located
in Jackson, Wyoming, with potential further funds provided in the
form of distributions from Davies Reid, Inc., a company wholly
owned by the Debtors.

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

                         About Terrel Reid

Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for
Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D.
Idaho Case No. 10-40057).  Matthew Todd Christensen, Esq., at
Angstman, Johnson & Associates, PLLC, 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.


TRONOX INC: Files Amended Adversary Complain Against Former Parent
------------------------------------------------------------------
Tronox Inc. has responded to the dismissal of three-quarters of
its original claims by lodging a new version of its complaint in
an adversary suit accusing former parent company Kerr-McGee Corp.
-- which is now owned by Anadarko Petroleum Corp. -- of
fraudulently dumping enormous environmental liabilities on Tronox
before spinning it off, according to Bankruptcy Law360.

Law360 says the amended adversary complaint was filed in the U.S.
Bankruptcy Court for the Southern District of New York on
Wednesday, leveling claims including actual fraudulent transfer,
constructive fraudulent transfer and breach.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including
US$646.9 million in current assets, as at September 30, 2008.  The
Company has US$881.6 million in current debts and US$355.9 million
in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROUSDALE MEDICAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Trousdale Medical Center, Inc.
          aka Trousdale Medical Center
        500 Church Street
        Hartsville, TN 37074

Bankruptcy Case No.: 10-04767

Chapter 11 Petition Date: April 30, 2010

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Robert A. Guy, Esq.
                  Frost Brown Todd LLC
                  424 Church Street, Suite 1600
                  Nashville, TN 37219-2308
                  Tel: (615) 251-5550
                  Fax: (615) 251-5551
                  E-mail: bguy@fbtlaw.com

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

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

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

The petition was signed by Waite Popejoy, chief restructuring
officer.

Debtor-affiliates filing separate Chapter 11 petition:

         Entity                         Case No.     Petition Date
         ------                         --------     -------------
Sumner Regional Health Systems, Inc.    10-04766          04/30/10
Trousdale Medical Center, Inc.          10-04767          04/30/10
Frank T. Rutherford                     --                      --
Memorial Hospital, Inc.
SRHS Holdings, LLC                      --                      --
Sumner Homecare and Hospice, LLC        --                      --
Family Wellness Group
  of Middle Tennessee, LLC              --                      --
ClinicCare, LLC                         --                      --


TRULITE INC: Equus Commences Legal Proceedings to Collect Loan
--------------------------------------------------------------
Equus Total Return, Inc. has filed a claim to collect $2.5 million
owing from Trulite, Inc.  Trulite defaulted on the loan on
January 26, 2010 and currently owes Equus the principal amount of
$2.3 million plus $200,000 in accumulated interest.

The loan to Trulite was originated by Paula Douglass, who until
March 2010 had been an officer of the Fund and a member of the
Fund's Investment Committee.  Despite the fact that Paula
Douglass, Jonathan Godshall and John White, the vice chairman and
chairman of Trulite, respectively, are on the Board of Directors
of Trulite, they have been nominated for directors at Equus by the
Douglass Committee, which is waging a costly proxy contest to
regain control of the Fund for Paula Douglass and her husband, Sam
Douglass.

The conflict has been pointed out by two independent proxy
advisory firms, which recently noted the following:

"With respect to the Dissident's [Douglass Committee's] non-
incumbent nominees, Messrs.  Godshall and White serve as the vice
chairman and chairman, respectively, of Trulite, Inc. ("Trulite"),
one of Equus' portfolio companies.  Paula Douglass originated a
$2.3 million loan to Trulite, on which Trulite defaulted and upon
which the Company [Equus] took action to collect on April 23,
2010.  We believe these issues raise questions about whether
certain of the [Douglass Committee's] non-incumbent nominees may
take actions or have interests that are not aligned with, or may,
in fact, be inimical to, the interests of shareholders." - Glass
Lewis & Co., April 28, 2010 (Bracketed language and underline
emphasis added)

"Another issue we have regarding this [Douglass Committee's] slate
has to do with the presence of two Trulite affiliated nominees,
Jonathan Godshall and John White.  We agree that conflicts of
interest could arise through their presence on the board given
Trulite's default on the..debt it owes to Equus." - RiskMetrics
Group, May 4, 2010 (Bracketed language added)

Richard Bergner, Chairman of Equus, stated: "Despite repeated
promises by Trulite, it has failed to repay its obligation to
Equus in a timely manner so we are continuing to take the
necessary steps to collect what is owed to Equus' shareholders.
Instead of pressing for collection and recovery of this failed
investment, Sam and Paula Douglass -- through the Douglass
Committee -- have instead sought to appoint Messrs. Godshall and
White as well as Paula Douglass to Equus' Board of Directors.
This is a serious potential conflict of interest for the Douglass
Committee."

Equus urges shareholders to protect their investment in the Fund
by voting their WHITE proxy card.  Shareholders needing assistance
in voting their WHITE proxy card can call Georgeson Inc., toll-
free at 866-821-2606 (banks and brokerage firms should call 212-
440-9800), or email equus@georgeson.com. Shareholders also can
find additional materials on the annual meeting and how to vote on
the Fund's website at www.equuscap.com.


TURF LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Turf LLC
        741 East Washington Street
        Charles Town, wv 25414-1082
        Tel: (304) 279-1552

Bankruptcy Case No.: 10-00970

Chapter 11 Petition Date: April 29, 2010

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Debtor's Counsel: Richard G. Gay, Esq.
                  Law Office of Richard G. Gay
                  31 Congress Street
                  Berkeley Springs, WV 25411
                  Tel: (304) 258-1966
                  Fax: (304) 258-1967
                  E-mail: richardgay@rglawoffices.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wvnb10-00970.pdf

The petition was signed by Ronald E. Marcus, member.


TVI CORP: Former CEO & Executive VP Plead Guilty of Fraud
---------------------------------------------------------
According to Gazette.net, Richard V. Priddy, chief executive
officer of TVI Corp., and Charles L. Sample, executive vice
president of the Company, pleaded guilty of defrauding the Company
of about $1.4 million and filing false tax returns.  The Company's
accountant, Joseph M. Broullire, also pleaded guilty to conspiracy
to commit wire fraud.

                      About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No.
09-15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Alan M. Grochal, Esq.,
and Maria Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg,
serve as counsel to the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


UNIFI INC: Earns $154 Million for Quarter Ended March 28
--------------------------------------------------------
Unifi Inc. released preliminary operating results for its third
fiscal quarter ended March 28, 2010.

The Company is reporting net sales of $154.7 million for the third
quarter of fiscal year 2010, an increase of $35.6 million or 29.9%
compared to the prior year quarter and $12.4 million or 8.7%
compared to the December 2009 quarter.  Net sales were positively
impacted by improved market conditions across all of the Company's
key segments, as well as continued growth in Brazil.

The company's balance sheet showed $497.0 million in total assets,
$60.0 million in total liabilities, $178.7 million in Notes
payable, $2.7 million in Other long-term debt and liabilities, and
$261,000 in Deferred income taxes, for a $255.2 million in
shareholders' equity.

The Company is reporting net income of $0.8 million or $0.01 per
share for the third quarter of fiscal year 2010 compared to a net
loss of $33.0 million or $0.53 per share for the prior year
quarter.  Adjusted earnings before interest, taxes, depreciation
and amortization were $12.7 million for the third quarter, an
improvement of $15.0 million compared to the prior year quarter.
The substantial year- over-year improvements in quarterly results
were the result of:

   * Significantly improved retail demand in apparel, furnishings
     and automotive, as the economic recovery continues;

   * Higher utilization levels across the regional supply chain;

   * Continued improvement in the Brazilian market; and

   * Cost and efficiency improvements realized over the last year.

Compared to the prior year period, net sales for the first nine
months of the 2010 fiscal year improved by $26.0 million or 6.3%
to $439.8 million.  The Company is reporting net income of
$5.2 million or $0.09 per share for the year-to-date period of
fiscal year 2010 compared to a net loss of $42.7 million or $0.69
per share for the prior year period, and Adjusted EBITDA increased
$27.4 million to $41.1 million.

Ron Smith, Chief Financial Officer for Unifi, said, "Higher
utilization rates and overall operational improvements have
contributed to increases in gross profit for the first nine months
of the fiscal year.  Our share gain efforts, as well as rising raw
material costs squeezed margins somewhat in the quarter, and we
expect to regain those margins over the next few months."

Cash-on-hand at the end of March 2010 was $52.5 million, a
decrease of $1.9 million from the end of December 2009, as cash
generated by operations was reinvested into the working capital
required to support the higher volumes that the Company
experienced.  Total long-term debt declined $2.2 million from the
end of December to $181.2 million.

"We are very pleased to be reporting profitability in each of the
first three quarters of the fiscal year, especially in a
recovering economic environment," said Bill Jasper, President and
CEO of Unifi.  "Our aggressive cost reductions and disciplined
task-based improvement process continue to contribute
significantly to our improved cost basis and the strength of our
balance sheet.  Our domestic business is improving, and Brazil
continues to exceed projections.  We will continue to focus on
cash generation and deleveraging our balance sheet, while funding
targeted growth opportunities in our global businesses."

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?6145

                          About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.


U.S. CONCRETE: Gets Court Approval of 'First-Day' Motions
---------------------------------------------------------
U.S. Concrete, Inc. received approval of its first-day motions by
the United States Bankruptcy Court for the District of Delaware.
Included in the relief granted at a hearing on Friday was interim
authority to continue to pay suppliers in the ordinary course, and
final approval to continue customer programs and employee wage and
benefit programs.  The Company also received authority, on an
interim basis, to enter into an $80 million debtor-in-possession
(DIP) credit facility to fund operations as it moves forward with
its comprehensive debt restructuring.  J.P. Morgan acted as sole-
lead arranger and administrative agent on the DIP facility.  Final
approval of all motions is expected to be granted at a hearing to
be held on May 21, 2010.

"We are pleased the Court approved our first-day motions so
promptly," said Michael W. Harlan, President and Chief Executive
Officer of U.S. Concrete, Inc. "These approvals enable us to
minimize any impact on our suppliers, customers and employees as
we move forward with our debt restructuring.  We anticipate
completing our restructuring in the next 75 to 90 days and
emerging as a stronger company. The credit facility is a key
element to a stable and successful restructuring," continued Mr.
Harlan.  "Tennenbaum DIP Opportunity Fund, LLC, also participated
in this facility and has been a supportive, responsive and
flexible partner during our restructuring process."

The Company expects to gain approval of its Disclosure Statement
at a hearing set for June 3, 2010 and to move forward soliciting
votes for its proposed Plan of Reorganization in an expedited
manner.  The Plan proposes all trade creditors be paid in full in
the ordinary course.

                      About U.S. Concrete

Houston, Tex.-based U.S. Concrete, Inc., is a major producer of
ready-mixed concrete, precast concrete products and concrete-
related products in select markets in the United States.


US SILVER CORP: Applies for Management Cease Trade Order
--------------------------------------------------------
U.S. Silver Corporation's financial statements and related
materials for the year ended December 31, 2009 have been delayed
by approximately one week.  The Annual Financial Statements were
due for filing on April 30, 2010.  Both the Company and the
auditors are working diligently to complete the preparation of the
Annual Financial Statements to enable such filing to be made in
approximately one week.  The reason for the unforeseen delay
relates to completing certain procedural matters in connection
with the audit of the Annual Financial Statements.

After consultation with the Ontario Securities Commission, the
Company has applied to OSC for a temporary management cease trade
order under National Policy 12-203 which, if granted, will
prohibit trading in securities of the Company by certain insiders
of the Company.  An MCTO would not generally affect the ability of
persons who have not been directors, officers or insiders of the
Company to trade securities of the Company.  The granting of a
MCTO is at the discretion of the OSC and there is no assurance
that such an order will granted.

If the MCTO is granted, the Company intends to satisfy the
provisions of the Alternate Information Guidelines as set out in
the National Policy 12-203 for as long as the Company remains in
default, including the issuance of bi-weekly default status
reports, each of which will be issued in the form of a press
release.

The Company continues to be unaware of any financial or
operational events of a material nature other than those
previously disclosed.

                    About U.S. Silver

U.S. Silver, through its wholly owned subsidiaries, owns and
operates the Galena, Coeur, Caladay and Dayrock silver-lead-copper
mines in Shoshone County, Idaho, with the Galena mine being the
second most prolific silver mine in US history.  Total silver
production from U.S. Silver's mining complex has exceeded 210
million ounces of silver production since 1953.  U.S. Silver
controls a land package now totaling approximately 18,000 acres in
the heart of the Coeur d'Alene Mining District.  U.S. Silver is
focused on expanding the production from existing operations as
well as exploring and developing its extensive Silver Valley
holdings in the Coeur D'Alene Mining District.


VERIFIED IDENTITY: Alclear LLC Acquires Assets Out of Bankruptcy
----------------------------------------------------------------
Alclear, LLC has acquired the assets of Verified Identity Pass
Inc. out of bankruptcy protection.  The Company plans to re-launch
CLEAR, its biometric-based, secure Trusted Traveler program, in
select major airports in the fall of 2010.  Enrollment for new
customers is expected to begin in the summer 2010 and the
subscription terms of nearly 160,000 previous members will be
honored.

CLEAR is a secure biometric identification platform that pledges
predictability, expedience, and service for its members through
airport security.  CLEAR will activate valuable privileges and
amenities both locally and nationally for its customers.  Pricing
plans will include: $179.00 per year flat fee for unlimited use or
a family plan, for an additional $50.00 on top of the unlimited
plan.

"We are thrilled to re-launch CLEAR -- a service with proven
demand that will increase airport efficiency and security while
delivering significant value to our customers," said Caryn
Seidman-Becker, Chairman and CEO of CLEAR.  "We are rebuilding
CLEAR with our members and for our members.  We are working to
build our footprint and re-introduce the program.  We look forward
to partnering with airports nationwide, regulators and lawmakers
to ensure CLEAR's success."

CLEAR's Board of Directors will include Michael Chertoff, former
Secretary of the U.S. Department of Homeland Security, Craig Coy,
former President and COO of L3 Communications' Homeland Security
Group and Chief Executive Officer of the Massachusetts Port
Authority, and Robert LaPenta, Chairman, President and CEO of L-1
Identity Solutions.  The Company is assembling a world class
management team with significant experience in the aviation,
marketing, and security industries.

                         About CLEAR

CLEAR, the original Registered Traveler program, will offer a
biometric-based secure identification platform to deliver
significant value for customers, increase predictability and
enhance airport security.


VICENTE GARCIA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Vicente Salas Garcia, Sr.
               aka Vince Garcia
               dba Garcia & Associates Home Loans
               Gloria R. Garcia
               3941 Ballantree Lane
               Aromas, CA 95004

Bankruptcy Case No.: 10-54586

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Judson T. Farley, Esq.
                  Law Offices of Judson T. Farley
                  830 Bay Ave. #B
                  Capitola, CA 95010-2173
                  Tel: (831) 476-1766
                  E-mail: judsonfarley@sbcglobal.net

Scheduled Assets: $1,398,924

Scheduled Debts: $3,565,848

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-54586.pdf

The petition was signed by Vicente Salas Garcia, Sr. and Gloria R.
Garcia.


WEST VIEW: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: West View Apartments, Inc.
        4225 W 16 Avenue
        Hialeah, FL 33012

Bankruptcy Case No.: 10-21892

Chapter 11 Petition Date: April 30, 2010

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

Judge: A. Jay Cristol

Debtor's Counsel: Juan C. Zorrilla, Esq.
                  1401 Brickell Ave #570
                  Miami, FL 33131
                  Tel: (305) 860-3831
                  E-mail: jcz@zgolaw.com

Scheduled Assets: $20,522,427

Scheduled Debts: $12,329,059

The petition was signed by Santiago Alvarez, Sr., company's
president.

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Property Tax              Services for Property   $42,675
Saver of Miami            Tax Abatement


WHITEHALL JEWELERS: Has Access to Term lenders' Cash Until May 31
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized WJ Holdings Liquidating Company fka
Whitehall Jewelers Holdings, Inc., et al., to use their term
lenders' cash collateral until May 31, 2010.

A hearing on the Debtors' use of the cash collateral beyond
May 31 will be held on May 17, 2010, at 11:00 a.m.

The Debtors would use the cash collateral to fund their business
postpetition.

The Debtors also related that they are addressing their remaining
wind-down issues, including the pursuit of the remaining assets,
and the reconciliation of, objection to or settlement of claims
asserted against their estates.  The Debtors are in discussions
with PWJ and the creditors committee with respect to the final
resolution of the Debtors' estates and the ultimate disposition of
the Debtors' cases.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The Company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T. Berkowitz, Esq.,
and Jesse I. Redlener, Esq., at Proskauer Rose LLP, represent the
Debtors as bankruptcy counsel.  James E. O'Neill, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones, LLP,
represent the Debtors as Delaware counsel.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent.

In its schedules, Whitehall Jewelers, Inc., listed total assets of
$246,571,775 and total debts of $173,694,918.


WINDER RENEWABLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Winder Renewable Methane, LLC
        301 St. Charles Avenue
        3rd Floor
        New Orleans, LA 70130

Bankruptcy Case No.: 10-11489

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street
                  Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: dsd@hellerdraper.com

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

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

The petition was signed by M. Walker Baus, company's authorized
representative.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                    Nature of Claim        Claim Amount
------                    ---------------        ------------
ET Environmental                                  $381,448
Corporation
4501 Bridgetown Road,
Suite 105
Cincinnati, OH 45211

Synergy Refrigeration, Inc.                       $138,602

ChemTech Consultants, Inc.                        $126,273

Porter & Hedges, LLP                              $63,391

Republic Services of                              $55,319
Georgia, LP

MRW Technologies, Inc.                            $36,884

City of Winder             Water and Gas          $33,427

Jackson EMC                Electric               $32,483

energy.Sys                                        $31,647

MEDAL                                             $29,593

Fusion Environmental                              $13,653
Corporation

Equipment & Controls, Inc.                        $10,605

City of Buford                                    $9,400

Golder Associates, Inc.                           $7,500

Bosar Consultants, LLC                            $7,067

Rosemount, Inc.                                   $6,708

SCS Energy                                        $5,595

Mustang Engineering, L.P.                         $5,391

Baker Processing                                  $4,960
Equipment Co., Inc.

Industrial Hydro-Blast                            $4,658

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Worthmore Renewable Solutions, LLC     10-11488     04/30/10


WORTHMORE RENEWABLE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Worthmore Renewable Solutions, LLC
        301 St. Charles Avenue
        3rd Floor
        New Orleans, LA 70130

Bankruptcy Case No.: 10-11488

Chapter 11 Petition Date: April 30, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street
                  Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: dsd@hellerdraper.com

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

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

The petition was signed by M. Walker Baus, company's authorized
representative.

Debtor's List of 3 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Whitney National Bank                            $715,974
Attn: Sandra McClain Cuttera
Commercial Loans Operations
228 St. Charles Avenue
New Orleans, LA 70130

Shaun B. Rafferty Law Offices, LLC               $3,191

Lally & Co.                                      $382

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Winder Renewable Methane, LLC          10-11489     04/30/10


ZAYAT STABLES: Can Obtain Unsecured Credit from Sherif El Zayat
---------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New York authorized Zayat Stable, LLC, to obtain and
incur credit, up to $2,450,000, on an unsecured basis, from Sherif
El Zayat and to be afforded administrative expense status.

The Debtor would use the loan to fund its operations and to
administer and preserve the value of its assets.

The loan will have a prime rate interest.

                        About Zayat Stables

Headquartered in Hackensack, New Jersey, Zayat Stables owns of
203 thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


ZAYAT STABLES: Plan Outline Hearing Scheduled for June 8
--------------------------------------------------------
The Hon. Donald H. Steckroth will consider at a hearing on June 8,
2010, at 2:00 p.m., approval of the Disclosure Statement
explaining Zayat Stables, LLC's proposed Plan of Reorganization.
The hearing will be held at Courtroom 3B, U.S. Bankruptcy Court
for the District of New Jersey, 50 Walnut Street, Newark, NJ
07102.  Objections, if any, are due 14 days prior to the hearing
date.

As reported in the Troubled Company Reporter on April 24, 2010,
under the plan, the company will pay off (i) the disputed
$34.5 million it owed to Fifth Third Bank by December 2014, and
(ii) the full debt to the second largest creditor Keenland, owing
$2.4 million, by December 2013.

Class 6 general unsecured claim, be paid cash equal to 100% of
its allowed general unsecured claim, without interest, in eight
equal quarterly payments beginning on or before December 31, 2010,
and ending on September 30, 2012.

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

The Debtor is represented by:

     Michael D. Sirota, Esq.
     Warren A. Usatine, Esq.
     Cole, Schotz, Meisel, Forman & Leonard, P.A.
     A Professional Corporation
     Court Plaza North
     25 Main Street
     P.O. Box 800
     Hackensack, NJ 07602-0800
     Tel: (201) 489-3000
     Fax: (201) 489-1536

                        About Zayat Stables

Headquartered in Hackensack, New Jersey, Zayat Stables owns of
203 thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


* Fox Rothschild Taps Two Greenberg Traurig Bankruptcy Pros
-----------------------------------------------------------
Fox Rothschild LLP has beefed up its bankruptcy team in Las Vegas
by bringing in two financial restructuring and bankruptcy partners
from Greenberg Traurig LLP, according to Bankruptcy Law360.

Law360 relates the firm said the addition of partners Brett A.
Axelrod and Anne M. Loraditch broadens the scope of legal services
Fox Rothschild can offer clients.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 29, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - East
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  THE COMMERICAL LAW LEAGUE OF AMERICA
     Midwestern Meeting & National Convention
        Westin Michigan Avenue, Chicago, Ill.
           Contact: 1-312-781-2000 or http://www.clla.org/

May 21, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - NYC
        Alexander Hamilton Custom House, SDNY, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York, NY
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: April 19, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***