TCR_Public/100506.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 6, 2010, Vol. 14, No. 124

                            Headlines

2002 RIDGMAR: Voluntary Chapter 11 Case Summary
AIG BAKER VESTAVIA: Section 341(a) Meeting Scheduled for June 1
AIG BAKER VESTAVIA: Taps Benton & Centeno as Bankrruptcy Counsel
AIG BAKER VESTAVIA: Asks for Court Okay to Use Cash Collateral
ALMATIS BV: Gets Court Approval of First Day Motions

ALMATIS BV: Wants Bankruptcy Order Enforcing Automatic Stay
ALMATIS BV: Bankruptcy Filing Irks Dubai International Capital
AMERICAN MORTGAGE: Taps Reid and Riege as Bankruptcy Counsel
AMERICAN MORTGAGE: Wants Platzer Swergold as Local Counsel
AQUATEK ENVIRONMENTAL: Organizational Meeting Set for May 10

ASSOCIATION OF BAY: S&P Downgrades Long-Term Debt Rating to 'BB'
AURORA DIAGNOSTICS: Moody's Assigns 'B1' Corporate Family Rating
AURORA DIAGNOSTICS: S&P Assigns Corporate Credit Rating at 'B'
AVENTINE RENEWABLE: DKP Group Owns 7.17% of Common Stock
AVIS BUDGET: Dollar Thrifty Deal Won't Affect Moody's 'B2' Rating

BEAZER HOMES: S&P Raises Corporate Credit Rating to 'B-'
BISCAYNE PARK: Files List of 10 Largest Unsecured Creditors
BISCAYNE PARK: Gets Court's Interim Okay to Use Cash Collateral
BISCAYNE PARK: Section 341(a) Meeting Scheduled for May 25
BISCAYNE PARK: Taps Joel M. Aresty as Bankruptcy Counsel

BLACK CROW: Receives Approval for $1.5-Mil. DIP Financing
BON-TON STORES: Moody's Upgrades Corporate Family Rating to 'B3'
BRAMPTON PLANTATION: Case Summary & 14 Largest Unsecured Creditors
BRISTOL DEVELOPMENT: Files for Chapter 11 to Stop Foreclosure
CANWEST GLOBAL: Shaw Deal Receives Mixed Reactions

CANWEST GLOBAL: Torstar, et al., Bid for Newspaper Assets
CANWEST GLOBAL: Seeks Canada Nod to Pay FTI & Stikeman C$1.12MM
CANWEST GLOBAL: Kevin Bent Named CPI Interim President
CANWEST GLOBAL: CMI Entities Required to Have Plan Nod by May 31
CATALYST PAPER: Posts $44.1 Million Net Loss for 1st Quarter

CC MEDIA: Names Scott Hamilton as Chief Accounting Officer
CHRYSLER LLC: Wants Judgment Against Dropped Dealers
CINRAM INTERNATIONAL: S&P Junks Corporate Credit Rating From 'B-'
CITIGROUP INC: To Launch $200MM Fund for Small-Business Lending
CIRCUIT CITY: Settles Product Sale Dispute Mitsubishi Digital

CLARK RIDGE: Voluntary Chapter 11 Case Summary
COLTS RUN: Wants to Use PNC Bank's Cash Collateral
CONSHOHOCKEN RAIL: Reorganization Case Dismissed
CUMULUS MEDIA: Posts $144,000 Net Loss for March 2010
DAMIAN ASSOCIATES: Voluntary Chapter 11 Case Summary

DANA HOLDING: Shareholders OK Election of 4 Directors
DAVE & BUSTER'S: S&P Affirms Corporate Credit Rating at 'B'
DELAWARE GAZETTE: Case Summary & 20 Largest Unsecured Creditors
DENTON 288: Case Summary & 7 Largest Unsecured Creditors
DOLLAR STORES: GOB Sales Underway in Two States

DOLLAR THRIFTY: PAR Investment Says Hertz Bid Woefully Inadequate
DOLLAR THRIFTY: Senator Investment Holds 7.86% of Common Stock
DREIER LLP: Court Approves Deals with U.S. Govt, GSO Capital
EASTMAN KODAK: Reports Net Earnings of $119MM for First Quarter
ENERGAS RESOURCES: Delays Filing of Form 10-K Report

ENVIROSOLUTIONS HOLDINGS: Wins Approval of Plan Outline
EURENERGY RESOURCES: Case Summary & 20 Largest Unsecured Creditors
EUROBANCSHARES INC: To File Chapter 11 Following Bank Failure
FAIFITSYL REALTY: Case Summary & 7 Largest Unsecured Creditors
FEDERAL-MOGUL: Swings to $15 Million Net Income for 1st Quarter

FEDERAL-MOGUL: UST Wants Fees Paid Prior to Final Decree
FEDERAL-MOGUL: Files 2009 Asbestos PI Trust Annual Report
FRASER PAPERS: Completes Sale of Thurso Pulp Mill
FX LUXURY: Taps Kent Appraisal as Real Estate Appraiser
GAYLORD ENTERTAINMENT: Flooding Won't Affect Move Moody's Rating

GAYLORD ENTERTAINMENT: S&P Puts 'B' Rating on CreditWatch Negative
GENERAL GROWTH: Hearing on $6.55BB Brookfield Deal Tomorrow
GENERAL GROWTH: Weil Gotshal Bills $13MM for Sept.-Feb. Work
GENERAL GROWTH: Files Amendment No. 2 to Form 10-K
GENERAL MOTORS: Sale to U.S. Govt. Upheld in 83-Page Opinion

GHOST TOWN: American Heritage to Pay $7 Mil. to Branch Banking
GUIDED THERAPEUTICS: Extends License Agreement with Konica
GUNNALLEN FINANCIAL: Files List of 20 Largest Unsecured Creditors
GUNNALLEN FINANCIAL: Taps Stitchter Riedel as Bankruptcy Counsel
HARBOUR EAST: Wants to Sell Two Condominium Units

HEALTHWAYS INC: Moody's Affirms 'Ba3' Corporate Family Rating
HYLANDER JENSEN: Case Summary & 3 Largest Unsecured Creditors
ICAHN ENTERPRISES: Declared $0.25 Per Unit Quarterly Distribution
INGRAM PROPERTIES: Voluntary Chapter 11 Case Summary
INN AT MISSOURI: Case Summary & 20 Largest Unsecured Creditors

INTELSAT SA: Delays Registration Statement for Resale of PIK Notes
J.C. FLOWERS FUNDS: Bid to Appoint Examiner in Cases Denied
KRATOS DEFENSE: Moody's Assigns 'B2' Corporate Family Rating
KRATOS DEFENSE: S&P Assigns 'B+' Corporate Credit Rating
KWM ASSOCIATES: Voluntary Chapter 11 Case Summary

L-SOFT INT'L: Emerges From Bankruptcy Protection
LA BOTA: Case Summary & 20 Largest Unsecured Creditors
LAREDO ROCK: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Trial Against Barclays in Second Week
LEHMAN BROTHERS: LCPI Wants to Transfer Loans of VFT 2007-1

LEHMAN BROTHERS: Proposes to Restructure PCCP Agreement
LEHMAN BROTHERS: Alternative Dispute Resolution Protocol Approved
LEHMAN BROTHERS: Proposes S&Y as Investment Adviser
LILLIAN MEDINA: Case Summary & 14 Largest Unsecured Creditors
LINDA DRIVE: Case Summary & 4 Largest Unsecured Creditors

LYONDELL CHEMICAL: Wants 3 Law Firms to Comply with Rule 2019
LYONDELLBASELL INDUSTRIES: Emerged Firm has 'B+' Rating from S&P
MARK WENTWORTH: Court Approves Chapter 11 Plan of Reorganization
MEGAPLAY USA: Voluntary Chapter 11 Case Summary
MENLO INVESTMENT: Voluntary Chapter 11 Case Summary

MERCER INT'L: Annual General Shareholders' Meeting on June 1
MERCER INT'L: Harbinger Holds 6.11% of Common Stock
MERUELO MADDUX: Files Second Amended Joint Plan of Reorganization
MIDDLEBROOK PHARMA: Organizational Meeting to Form Panel on May 11
MOLL INDUSTRIES: Organizational Meeting to Form Panel on May 10

MON VIEW MINING: Massey Energy Offers $3.5 Mil. for Mathies Mine
MONEYGRAM INT'L: Reports $10.8-Mil. Net Earnings for 1st Quarter
MOUNTAINVIEW AVENUE: Case Summary & 3 Largest Unsecured Creditors
MT ZION: Wants Court Okay to Use PNC Bank's Cash Collateral
MYLAN INC: S&P Assigns 'BB-' Rating on $1 Bil. Senior Notes

NALCO COMPANY: Fitch Affirms Issuer Default Rating at 'B'
NEVADA STAR: Section 341(a) Meeting Scheduled for June 3
NEVADA STAR: Madison Realty Asks Court to Dismiss Chapter 11 Case
NORD RESOURCES: Committee Defers Listing Review Until May 31
NORTEL NETWORKS: Wins Nod for Reidel's Salary and Bonuses

NORTEL NETWORKS: Ottawa Campus Up for Sale
NORTEL NETWORKS: Maintains Lead in Carrier VOIP Market
NRG ENERGY: Fitch Upgrades Issuer Default Rating to 'B+'
ONION ASSOCIATES: Case Summary & 5 Largest Unsecured Creditors
OPTI CANADA: Presents Company's Overview & Outcome of Meeting

OWENS-BROCKWAY GLASS: S&P Assigns 'BB+' Senior Unsec. Debt Rating
OWENS-ILLINOIS INC: Fitch Affirms 'BB' Issuer Default Rating
OWENS ILLINOIS: Moody's Upgrades Corporate Family Rating to 'Ba2'
PALMITAS LTD: Voluntary Chapter 11 Case Summary
PATRICK MALONEY: Case Summary & 20 Largest Unsecured Creditors

PLAIN-O-GAS INC: Voluntary Chapter 11 Case Summary
QIMONDA AG: ITC Files Appeal Over Bankruptcy Stays
RAYLOU REALTY: Case Summary & 3 Largest Unsecured Creditors
REALOGY CORP: Post $197 Million Net Loss for 1st Quarter
REGAL ENTERTAINMENT: Earns $16.5 Million in 1st Quarter

REGENT COMMUNICATIONS: Obtains $97-Mil. Exit Facility with GECC
RESERVE INTERNATIONAL: BVI Liquidators Have No Power Over Fund
REVLON INC: 2010 Annual Stockholders' Meeting Set for June 3
RICHARD ALLEN: Case Summary & 20 Largest Unsecured Creditors
RICHARD S. ALLEN, INC.: Case Summary & Creditors List

ROCKWOOD SPECIALTIESL: Fitch Affirms 'B' Issuer Default Rating
RUMJUNGLE - LAS VEGAS: Hearing on Case Dismissal Set for June 2
RVL TEXAS: Secured Creditor Wants Case Dismissal
RYLAND GROUP: Closes $300 Million Senior Notes Offering
SAGITTARIUS RESTAURANT: Moody's Puts 'B1' Rating on $195MM Notes

SALLY HOLDINGS: Posts $35.8 Million Earnings for March 2010
SC BIZ: Case Summary & 20 Largest Unsecured Creditors
SEA TURTLE: Files for Chapter 11 to Fend Off Lawsuit
SERENA SOFTWARE: S&P Gives Stable Outlook; Affirms 'B' Rating
SH EXPLORATION: Case Summary & 20 Largest Unsecured Creditors

SHAWN SMITH: Case Summary & 7 Largest Unsecured Creditors
SIMON WORLDWIDE: Repurchases 3.5 Million Shares of Everest
SIX FLAGS: Court's Written Order Confirming Chapter 11 Plan
SIX FLAGS: Exit Financing Documents Approved by Court
SIX FLAGS: Moody's Assigns Corporate Family Rating at 'B2'

SKILLSOFT PLC: S&P Downgrades Corporate Credit Rating to 'B+'
SMOKEY JOE'S: Case Summary & 20 Largest Unsecured Creditors
SPYGLASS AUSTIN: Case Summary & 5 Largest Unsecured Creditors
SMURFIT-STONE: Confirmation Hearing Nearing Conclusion
SOUTH BAY EXPRESSWAY: Has Final Approval for Cash Collateral Use

SOUTH BAY EXPRESSWAY: Sec. 341 Meeting Continued to June 8
SOUTH BAY EXPRESSWAY: InTranS Removes Lawsuit to Bankruptcy Court
SOUTH BAY EXPRESSWAY: UST Unable to Form Creditors Committee
SRKO FAMILY: U.S. Trustee Unable to Form Creditors Committee
SRKO FAMILY: Wants N.A. Reiger Loan OK'd to Complete Project

SSI INVESTMENTS: Moody's Assigns 'B2' Corporate Family Rating
STANDARD STEEL: S&P Raises Corporate Credit Rating to 'B'
STATION CASINOS: Hourly Employees Go to Court on Retention Issues
SUMNER REGIONAL: Files for Chapter 11 to Sell to LifePoint
SUNRISE SENIOR LIVING: Closes Deals with Lenders of German Units

SW BOSTON: Says Prudential Caused Bankruptcy Reorganization
THORNBURG MORTGAGE: Orrick Wants Trustee's Lawsuit Dismissed
TRANSFIRST HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
TRAWOOD LANCERS: Voluntary Chapter 11 Case Summary
TSG INC: Has Until June 25 to Propose Plan of Reorganization

UAL CORP: Amends Employment Deal with CEO Tilton
UAL CORP: Approves Management Retention Deals with 5 Officers
UAL CORP: Fitch Puts 'CCC' Issuer Default Rating on Positive Watch
UAL CORP: Moody's Reviews 'Caa1' Corporate Family Rating
UAL CORP: S&P Puts 'B-' Corp. Rating on CreditWatch Positive

UAL CORP: Merger Subject to Stockholders, Antitrust Approvals
UAL CORP: Amends Officer Retention Pacts in Light of Merger
UNITED INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
US CONCRETE: Moody's Cuts Probability of Default Rating to 'D'
US CONCRETE: Organizational Meeting to Form Panel on May 11

UTEX COMMUNICATIONS: Files Schedules of Assets and Liabilities
VALASSIS COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'BB-'
VIKING SYSTEMS: Sells 4.3 Million Shares to Investors
VISTEON CORP: In 'Final Stages' on Toggle Plan Negotiations
WASHINGTON MUTUAL: Noteholder Group Seeks Chapter 7 Conversion

WASHINGTON MUTUAL: Court Rejects Bid to Appoint Examiner
WASHINGTON MUTUAL: Consumers Press for Share from Estate
WATERBRIDGE PARTNERS: Voluntary Chapter 11 Case Summary
WILLOWBROOK CENTER: Voluntary Chapter 11 Case Summary
WINDMILL DURANGO: Case Summary & Largest Unsecured Creditor

WINDMILL DURANGO OP: Case Summary & Largest Unsecured Creditor
WINDSONG PARTNERS: Case Summary & 12 Largest Unsecured Creditors
WIRECO WORLDWIDE: Moody's Assigns 'B2' Corporate Family Rating
WIRECO WORLDGROUP: S&P Assigns Corporate Credit Rating at 'B+'
WN TRUCK: Voluntary Chapter 11 Case Summary

E.F.L. PARTNERS: Voluntary Chapter 11 Case Summary
YELLOWSTONE MOUNTAIN: Founder to Sue Credit Suisse
YRC WORLDWIDE: Posts Operating Loss of $237 Million in Q1 2010
YRC WORLDWIDE: Amends JPMorgan Loan & Wells Fargo ABS Facility
YRC WORLDWIDE: Board Elects Seven New Directors

YRC WORLDWIDE: Delays Registration Statement for 6% Notes Resale
YRC WORLDWIDE: Eliminate Designation of 4.35MM Class A Preferreds
YRC WORLDWIDE: Taps Wm Smith and McNicoll Lewis to Sell Shares

* Consumer Bankruptcy Filings Up 15% in April

* Six Hogan Attorneys Join New Shipman DC Office
* Ray Anderson Joins Huron Consulting Group

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


                            *********


2002 RIDGMAR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 2002 Ridgmar Apartments
        dba Renaissance Gardens
        2201 Ridgmar Blvd.
        Ft. Worth, TX 76116

Bankruptcy Case No.: 10-43049

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Philip W. Twente, president of General
Partner.


AIG BAKER VESTAVIA: Section 341(a) Meeting Scheduled for June 1
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of AIG Baker
Vestavia, L.L.C.'s creditors on June 1, 2010, at 2:30 p.m.  The
meeting will be held at Robert S. Vance Fed Building, 1800 5th Ave
No, Room 127, Birmingham, AL 35203.

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.

Birmingham, Alabama-based AIG Baker Vestavia, L.L.C., filed for
Chapter 11 bankruptcy protection on April 26, 2010 (Bankr. N.D.
Case No. 10-02600).  Lee R. Benton, Esq., at Benton & Centeno,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliate, AIG Baker Deptford, LLC, filed separate
Chapter 11 petition on April 1, 2010 (Case No. 10-02059).


AIG BAKER VESTAVIA: Taps Benton & Centeno as Bankrruptcy Counsel
----------------------------------------------------------------
AIG Baker Vestavia, L.L.C., has asked for authorization from the
U.S. Bankruptcy Court for the Northern District of Alabama to
employ Benton & Centeno, LLP, as bankruptcy counsel.

Benton & Centeno will represent the Debtor in its Chapter 11
bankruptcy case.

Benton & Centeno will be paid based on the hourly rates of its
personnel:

     Lee R. Benton                      $330
     Jamie A. Wilson                    $180
     Paralegal                          $80

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

Birmingham, Alabama-based AIG Baker Vestavia, L.L.C., filed for
Chapter 11 bankruptcy protection on April 26, 2010 (Bankr. N.D.
Case No. 10-02600).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.

The Debtor's affiliate, AIG Baker Deptford, LLC, filed separate
Chapter 11 petition on April 1, 2010 (Case No. 10-02059).


AIG BAKER VESTAVIA: Asks for Court Okay to Use Cash Collateral
--------------------------------------------------------------
AIG Baker Vestavia, L.L.C., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Alabama to use the
cash collateral of Propst Vestavia, L.L.C., and/or Compass Bank.
The Debtor also asks the Court to determine that the rents
generated from the Debtor's property constitute cash collateral.

In 2002, the Debtor purchased certain land it sought to improve or
remodel.  To finance the transaction, the Debtor entered into a
commitment letter on Marcy 12, 2002, as well as a construction
loan agreement with Compass.  The Debtor executed a Promissory
Note in favor of Compass in the original amount of $33 million.
The Debtor further executed a mortgage on the property to secure
that obligation.  The loan documents were amended eight times,
with maturity of the Promissory Note being extended to August
2009.  By correspondence dated February 2010, Compass made demand
upon the Debtor for the indebtedness, but required payment in full
within five business days.  The Debtor claims that without notice
of the Debtor, and while the Debtor believed it was continuing
with its negotiations with Compass, Compass purportedly
transferred and assigned all of its rights and obligations under
the loan documents to Propst, which then has made demand upon the
Debtor for the entire indebtedness.

The Debtor says that the operation and maintenance of the Debtor's
business is supported by the collection of rents from tenants at
its property.  These rents constitute cash collateral.

Lee R. Benton, Esq., at Benton & Centeno, 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
proposes to continue to use the cash collateral to operate and
maintain the property, which constitutes adequate protection with
respect to Propst and Compass.  The Debtor avers that Compass
originally held or continues to hold a security interest in and to
the cash collateral, but improperly purported to transfer the
interest to Porpst, the validity of which transfer and assignment
the Debtor denies.  The Debtor contends that a construction loan
agreement dated Marcy 22, 2002, controls language of the
commitment letter and Compass Bank may assign its interest in the
loan or loan documents only to another financial institution.
Propst is not a financial institution, hence the purported
assignment of the indebtedness is wrongful and due to be avoided.
In any event, use of the cash collateral as proposed would
constitute adequate protection.

Propst has filed an objection to the Debtor's request to use cash
collateral, saying that the rents can't be considered cash
collateral.  According to Propst, the only way the rents could be
considered cash collateral is if the Debtor's estates had an
interest in the rents as of the bankruptcy petition date.  The
mortgaged premises are located in the State of Alabama,
specifically in Vestavia Hills, Alabama, where the shopping center
is located.  The loan documents also specify that Alabama law is
to govern the loan.  Under the Alabama law, the Debtor has no
interest in the rents.

Propst states that as part of the mortgage, the Debtor assigned
the rents.  The language contained in the mortgage makes it clear
that the assignment was absolute.

As soon as the mortgage was executed by the Debtor in March 2002
and property recorded on the same day, Compass obtained legal
title to the property.  The mortgage and the assignment of rents
and leases also conveyed to Compass an absolute assignment in any
rents generated by the property.

Propst is represented by Chrles L. Denaburg --
cdenaburg@najjar.com -- and Marvin E. Franklin --
mfranklin@najjar.com

Birmingham, Alabama-based AIG Baker Vestavia, L.L.C., filed for
Chapter 11 bankruptcy protection on April 26, 2010 (Bankr. N.D.
Case No. 10-02600).  Lee R. Benton, Esq., at Benton & Centeno,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliate, AIG Baker Deptford, LLC, filed separate
Chapter 11 petition on April 1, 2010 (Case No. 10-02059).


ALMATIS BV: Gets Court Approval of First Day Motions
----------------------------------------------------
The Almatis Group disclosed that the United States Bankruptcy
Court for the Southern District of New York has approved the
relief requested in its First Day Motions that will enable the
Company to continue to operate in the ordinary course of business.
These motions were submitted April 30, 2010, as part of the
voluntary filing of certain subsidiaries for reorganization under
Chapter 11 of the United States Bankruptcy Code ("Chapter 11").
Chapter 11 allows Almatis Group to continue normal operations, led
by the current management team, while restructuring its financial
indebtedness.

The key first day relief granted to the Company by the Bankruptcy
Court First Day Motions included approval to use its cash to
continue wage, salary and benefit payments and to pay all vendors
in the ordinary course for goods and services delivered after the
filing.  In addition, the Company received court authority to pay
prepetition claims of employees and non-US trade vendors and
prepetition claims of critical US trade vendors.

Upon commencement of its chapter 11 cases, the Company also filed
its pre-packaged Plan of Reorganization, the terms of which have
already been approved in a Plan Support Agreement signed by over
two-thirds of the holders of the Group's senior first lien debt.
Creditors entitled to vote have until May 7 to submit votes.
Pursuant to the Plan Support Agreement, the Group expects quickly
to receive more than enough votes to allow approval of the Plan by
the Bankruptcy Court.  The Plan is expected to be presented for
confirmation to the Bankruptcy Court approximately within the next
45 days.

Almatis currently has approximately $85 million of available cash
to meet operating expenses and provide liquidity while it works to
restructure the balance sheet.

"Securing court approval for our first day motions was a critical
first step in the Chapter 11 process," said Remco de Jong, CEO of
Almatis.  "These approvals will allow us to continue operations as
usual.  We are well prepared and are committed to complete this
process as quickly as possible.  We are convinced that once we
have fixed our balance sheet, we will emerge from this process as
a stronger Company."

The consolidated case number for the chapter 11 filings by the
Company is 10-12308.


                     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 Bankruptcy Order Enforcing Automatic Stay
-----------------------------------------------------------
Almatis B.V. and its affiliated debtors sought and obtained an
interim order from the Bankruptcy Court, restraining their
creditors from taking any action that would violate the automatic
stay under Section 362 of the Bankruptcy Code, and prohibiting
the termination of their contracts.

Section 362 provides that the filing of a bankruptcy case
triggers an injunction against the continuance of an action by
any creditor against the debtor or its property.  The automatic
stay gives the debtor protection from its creditors subject to
the oversight of the bankruptcy judge.

Michael Rosenthal, Esq., at Gibson Dunn & Crutcher LLP, in New
York, asserted that a Bankruptcy Order clearly enforcing the
automatic stay is necessary since the Debtors have foreign
creditors and counterparties to contracts that are unaware of
U.S. bankruptcy laws.

"Due to this unfamiliarity, on or after the petition date,
certain foreign creditors may attempt to seize assets located
outside of the U.S. to the detriment of the Debtors, their
estates and creditors, or take other actions in contravention of
the automatic stay," Mr. Rosenthal said in court papers.

Almatis and its affiliates operate in the U.S., The Netherlands,
Germany, China, India, and Japan.  They operate nine production
facilities, four of which are located in the U.S.  They employ
about 850 workers, 300 of whom are employed in the U.S.

The Court will consider final approval of the Debtors' request at
a May 17, 2010 hearing.  Deadline for filing objections is
May 10.

                       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: Bankruptcy Filing Irks Dubai International Capital
--------------------------------------------------------------
Almatis' Chapter 11 filing has earned the ire of private equity
fund, Dubai International Capital, which said it would vigorously
dispute the company's plan in court, according to a May 1 report
by The Financial Times' Anousha Sakoui.

Almatis, DIC's alumina business, filed for bankruptcy protection
on April 30 before the U.S. Bankruptcy Court for the Southern
District of New York in a bid to implement a prepackaged
restructuring plan that would see it taken over by Oaktree
Capital, the report said.

Oaktree Capital is the largest of Almatis' senior lenders, owning
about 46% of the company's senior debt.

Under the restructuring plan, Oaktree Capital would own about 80%
of Almatis after the restructuring.  The plan would more than
halve Almatis' debts to about $422 million, with senior lenders,
which are owed about $680 million, being offered options under
the plan, Financial Times reported.

DIC is opposing the plan as it will wipe out its equity stake as
well as the debt claims of more subordinated mezzanine and
second-lien lenders.

"It is extraordinary and inexplicable that Almatis has filed for
Chapter 11 bankruptcy only one week after soliciting lenders'
consent and without the required . . . support from the senior
lenders," DIC said, according to the Financial Times.

A spokesman for Almatis said that the management boards of the
company have continued to evaluate refinancing options proposed
by DIC, Financial Times reported.

"Management has serious questions about the feasibility and
deliverability of the DIC plan and the only viable alternative on
the table has been the pre-pack Chapter 11 plan," Financial Times
quoted the Almatis spokesman as saying.

                       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: Taps Reid and Riege as Bankruptcy Counsel
------------------------------------------------------------
American Mortgage Acceptance Company has asked for authorization
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Reid and Riege, P.C., as bankruptcy counsel.

Reid and Riege will, among other things:

     a. prepare applications, motions, pleadings, draft orders,
        notices, schedules and other documents, and reviewing all
        financial and other reports to be filed in this Chapter 11
        case;

     b. advise the Debtor concerning, and preparing responses to,
        applications, motions, pleadings, notices, and other
        papers which may be filed and served in this Chapter 11
        case;

     c. counsel the Debtor in connection with the formulation,
        negotiation, and prosecution of a plan of reorganization
        and related documents; and

     d. attend court hearing, participate in telephone calls and
        meetings and negotiate on behalf of the Debtor when
        necessary.

Reid and Riege will be paid based on the hourly rates of its
personnel:


        Eric Henzy                 $390
        Jon P. Newton              $390
        Carol A. Felicetta         $325

Eric Henzy, a shareholder at Reid and Riege, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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


AMERICAN MORTGAGE: Wants Platzer Swergold as Local Counsel
----------------------------------------------------------
American Mortgage Acceptance Company has sought permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP,
as local counsel, nunc pro tunc to the Petition Date.

Platzer Swergold will, among other things:

     a. assist and advise the Debtor relative to the
        administration of this proceeding;

     b. represent the Debtor before the Court and advise the
        Debtor of pending litigation, hearings, motions, and of
        the decisions of the court;

     c. assist and analyze all applications, orders and motions
        filed with the court by third parties in these proceedings
        and advise the Debtor of their propriety; and

     d. attend hearings and represent the Debtor at all
        examinations.

Clifford A. Katz, a member at Platzer Swergold, will be paid based
on the hourly rates of its personnel:

        Partners                 $475-$670
        Associates               $215-$475
        Paralegals                 $175

Mr. Katz assures the Court that Platzer Swergold is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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


AQUATEK ENVIRONMENTAL: Organizational Meeting Set for May 10
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on May 7, 2010, at 11:00 a.m.
in the bankruptcy case of Aquatek Environmental Consulting, Inc.
The meeting will be held at United States Trustee's Office, One
Newark Center, 21st Floor, Room 2106, Newark, NJ 07102.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Livingston, New Jersey-based Aquatek Environmental Consulting,
Inc., filed for Chapter 11 bankruptcy protection on April 23, 2010
(Bankr. D. N.J. Case No. 10-22324).


ASSOCIATION OF BAY: S&P Downgrades Long-Term Debt Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BBB-' on the Association of Bay Area Governments,
Calif.'s outstanding ABAG Finance Authority Nonprofit Corp. debt,
issued on behalf of Channing House.  The outlook is stable.

"Channing House benefits, in S&P's view, from an excellent
business position and has continued to improve operations, having
just below breakeven operating income for fiscal 2010," said
Standard & Poor's credit analyst Karl Propst.  "However, S&P
understand that Channing House has $40 million in capital plans
that will be funded with additional debt.  This debt issuance will
triple Channing House's debt load, and, in S&P's view, will
significantly stress the balance sheet."

Capital expenditures have historically been, in S&P's view,
relatively modest ($15.5 million over the past five years).
Fiscal 2010 capital spending was $3.6 million.  According to
management, campus modernization plans including health center
project costs and the remodeling of the second floor, both of
which Channing House plans to fund with its upcoming series 2010
bonds and will significantly elevate Channing House's capital
spending over the next two fiscal years.

Channing House is a type-A continuing care retirement community
with what S&P considers to be strong demand characteristics and a
favorable location in Palo Alto, Calif.


AURORA DIAGNOSTICS: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family and
Probability of Default Rating to Aurora Diagnostics, LLC.  Moody's
also assigned a B1 (LGD3, 48%) rating to the company's proposed
senior secured credit facilities, consisting of up to a
$110 million revolving credit facility and a $230 million term
loan.  The rating outlook is stable.  Finally, Moody's assigned a
Speculative Grade Liquidity Rating of SGL-2.  This is the first
time Moody's is assigning ratings to Aurora Diagnostics.

Moody's understands that the proceeds of the facility will be used
to refinance the company's existing debt and pay fees and
expenses.  Moody's also understands that the company is
contemplating an initial public offering, the proceeds of which
will be maintained to fund future growth initiatives.

Aurora Diagnostics' B1 Corporate Family Rating reflects the
company's comparatively small scale, relatively short operating
history at its current size and the potential risks associated
with a rapid growth rate.  Moody's also considered the significant
amount of contingent liabilities in the form of future earnouts
and future payments under a tax receivable arrangement relative to
the debt level.  However, Moody's also considered the company's
history of favorable operating performance, including strong
margins, robust free cash flow generation and relatively modest
financial leverage.

The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
expectation that the company will have good liquidity for the
twelve months following the transaction characterized by stable
cash flow generation, modest capital spending needs and ample
availability in the form of an undrawn revolver balance.  Moody's
understands that the revolver will initially be set at $50 million
with the additional $60 million available once the contemplated
equity offering is completed.

Following is a summary of ratings assigned:

* Up to $110 million senior secured revolving credit facility due
  2014, B1 (LGD3, 48%)

* $230 million senior secured term loan due 2016, B1 (LGD3, 48%)

* Corporate Family Rating, B1

* Probability of Default Rating, B1

* Speculative Grade Liquidity Rating, SGL-2

This is the first time Moody's is assigning ratings to Aurora
Diagnostics.

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
is a specialized laboratory company.  Through its subsidiaries,
the company provides physician-based general anatomic and clinical
pathology, dermapathology, molecular diagnostic services and other
esoteric testing services to physicians, hospitals, clinical
laboratories and surgery centers.  The company recognized
approximately $172 million in revenue for the year ended
December 31, 2009.


AURORA DIAGNOSTICS: S&P Assigns Corporate Credit Rating at 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Palm Beach Gardens, Fla.-based Aurora Diagnostics Inc.
At the same time, S&P assigned a 'B' issue-level rating (the same
as the corporate credit rating) to Aurora Diagnostics LLC's
proposed $230 million senior secured term loan maturing in 2016
and $110 million revolving credit facility maturing in 2014.  The
recovery rating on these credit facilities is '4', indicating
S&P's expectation for average (30% to 50%) recovery in the event
of payment default.  The rating outlook is stable.

The speculative-grade ratings reflect Aurora's aggressive growth
strategy, narrow operating focus, early-stage status, relatively
small scale, potential for reimbursement pressure, and the
reduction in liquidity from earnout payments and tax receivables
agreements.

Aurora's weak business risk profile reflects Aurora's small scale
relative to competitors like Quest Diagnostics Inc. (BBB+/Stable/-
-) and Laboratory Corp. of America Holdings (BBB+/Stable/--).
Also, these competitors are much more diverse, offering a broad
range of diagnostics services.  Aurora must also compete with
small local providers, as well as the potential for customers to
insource the technical component (e.g. specimen preparation) of
diagnostic testing.  S&P believes that the negative impact of
insourcing will be limited; hiring a technician to prepare
specimens would only appeal to a few of Aurora's customers with
substantial volumes.  Also, there is a larger trend toward
outsourcing diagnostic testing to companies like Aurora.

Aurora is an early-stage company, having been organized on June 2,
2006.  S&P believes that the company will pursue an aggressive
acquisition-based growth strategy.  While growth could add
additional scale and service diversity, it also introduces
integration risk or the possibility for a failed acquisition.

Pricing pressures remain a potential issue.  Government
reimbursement has been generally flat in the recent past, and
Medicare reduced reimbursement by 1% in 2010.  Commercial payors
have generally been aggressive in reimbursement negotiations.  S&P
expects that health-care reform could eventually increase
reimbursement pressure from both government and commercial payors,
although it is unclear if pricing pressures will be enough to
offset anticipated volume increases from expanding health-care
coverage to 32 million additional lives.


AVENTINE RENEWABLE: DKP Group Owns 7.17% of Common Stock
--------------------------------------------------------
Davidson Kempner Partners and its related entities disclosed that
as of April 21 they may be deemed to beneficially own shares of
Aventine Renewable Energy Holdings, Inc.'s common stock, par value
$0.001 per share:

                                         Shares
                                         Beneficially
   Company                               Owned         Percentage
   -------                               ------------  ----------
Davidson Kempner Partners                      23,695    0.36%
Davidson Kempner Institutional
  Partners, L.P.                               49,764    0.75%
M. H. Davidson & Co.                            4,261    0.06%
Davidson Kempner International, Ltd.           55,448    0.84%
Davidson Kempner Distressed Opportunities
  Fund LP                                     107,601    1.63%
Davidson Kempner Distressed Opportunities
  International Ltd.                          233,285    3.53%
MHD Management Co.                             23,695    0.36%
MHD Management Co. GP, L.L.C.                  23,695    0.36%
M.H. Davidson & Co. GP, L.L.C.                  4,261    0.06%
Davidson Kempner Advisers Inc.                 49,764    0.75%
Davidson Kempner International Advisors,
  L.L.C.                                       55,448    0.84%
DK Group LLC                                  107,601    1.63%
DK Management Partners LP                     233,285    3.53%
DK Stillwater GP LLC                          233,285    3.53%
Thomas L. Kempner, Jr.                        474,054    7.17%
Stephen M. Dowicz                             474,054    7.17%
Scott E. Davidson                             474,054    7.17%
Timothy I. Levart                             474,054    7.17%
Robert J. Brivio, Jr.                         474,054    7.17%
Eric P. Epstein                               474,054    7.17%
Anthony A. Yoseloff                           474,054    7.17%
Avram Z. Friedman                             474,054    7.17%
Conor Bastable                                474,054    7.17%

A full-text copy of Davidson Kempner Partners' Schedule 13G is
available for free at http://researcharchives.com/t/s?6163

                    About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors.  Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor.  Garden City Group, Inc.,
has been engaged as claims agent.  Scott D. Cousins, Esq., and
Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, serve as
counsel to the official committee of unsecured creditors.  When it
filed for bankruptcy protection from its creditors, Aventine
Renewable listed between $100 million and $500 million each in
assets and debts.

The Court confirmed on February 24, 2010, the Company's plan of
reorganization.  The Company emerged from Chapter 11 on March 15,
2010.


AVIS BUDGET: Dollar Thrifty Deal Won't Affect Moody's 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service said that the statement by Avis Budget
Car Rental LLC that it would like to make a substantially higher
offer to acquire Dollar Thrifty Automotive Group, Inc. than the
$1.3 billion offer announced by The Hertz Corporation does not
have any immediate impact on the current ratings and outlooks of
any of the companies: Avis (Corporate Family Rating --
B2/Positive), Hertz (CFR -- B1/Negative) and Dollar Thrifty (CFR -
B3/Positive).  Avis has not made a definitive offer for Dollar
Thrifty, and Dollar Thrifty has not publicly responded to Avis'
expression of interest.  The existing merger agreement between
Dollar and Hertz does allow Dollar to entertain alternative offers
from other parties, but it also affords Hertz the right to counter
such offers.  Consequently, the ultimate price and financing
structure of a winning bid for Dollar could be considerably
different from that which had been agreed upon by Hertz and
Dollar.

Moody's expects that the credit profiles of the companies in the
US car rental sector will benefit from improving industry
fundamental that will continue into 2011.  These improving
fundamentals include: greater discipline within the industry for
maintaining prudent fleet size and new-vehicle purchasing levels;
stable used car prices; an improving outlook for business and
leisure travel; and, a growing recognition by rental companies
that attempts to gain market share through price cutting generally
yields minimal sustainable gains.  This final development
contributes to a more stable pricing environment.  Importantly,
Moody's expects that the acquisition of Dollar Thrifty by either
Hertz or Avis would support this improving industry outlook and
would result in an oligopoly consisting of Enterprise Holdings,
Hertz and Avis.  This three-player industry would compare with a
sector that had included as many a seven competitors, many of whom
regularly employed aggressive price cutting as a recurring
component of their operating strategies.

The potential acquisition of Dollar Thrifty would provide either
Hertz or Avis with important long-term strategic benefits.  Each
would gain additional fleet purchasing leverage with OEMs, each
would be able to generate considerable operating synergies, and
the acquirer would be the number-two player in a three-company
industry.  There are, however, some differences in each company's
position with respect to the acquisition.  Hertz currently has no
material position in the value segment of the car rental space;
the Dollar Thrifty acquisition would fill this gap in Hertz's
service portfolio.  Avis, in contrast, has a position in the value
market through its Budget brand; consequently its strategic need
for Dollar Thrifty is less than that of Hertz.  However, because
of its ownership of the value-oriented Budget, Avis's ability to
integrate Dollar Thrifty and achieve some additional savings could
be marginally greater than that of Hertz.

Moody's believes that building a stronger credit profile is an
important objective of both Hertz and Avis given their heavy need
to access the ABS and credit markets in order to fund their
fleets.  Consequently, each company would likely attempt to
undertake any potential acquisition in a manner that minimizes the
negative impact on its credit quality.  However, should the
companies become engaged in a bidding contest for Dollar Thrifty,
there is a risk that the winner could be burdened with a level of
debt and additional intermediate-term financial risk that
outweighs the longer-term strategic benefits of the transaction.
This would place pressure on the acquiring firm's rating.  Moody's
notes that Hertz's original proposal to acquire Dollar Thrifty for
$1.3 billion did not result in any downward pressure on its rating
or outlook; they were maintained at the B1/Negative level that had
been in place prior to the offer.

While the acquisition of Dollar Thrifty by Hertz or Avis could
remain positive for industry fundamentals, it could be an
intermediate-term credit negative for the winning bidder if the
price and level of additional indebtedness are too great.

The potential acquisition of Dollar Thrifty by either Hertz or
Avis would be a credit positive for Dollar Thrifty.  The key
constraint on Dollar Thrifty's B3 CFR rating has been its small
size relative to the three leading US rental companies
(Enterprise, Hertz and Avis) and its concentration in the value-
oriented segment of the leisure travel market.  Dollar Thrifty's
positive outlook reflects the fact that this risk factor would be
considerably mitigated by a Hertz or Avis acquisition.

Hertz's B1 CFR and negative outlook primarily reflects credit
metrics that are currently weak for the B1 rating level and the
company's need to refinance $1.7 billion in international fleet
financing.  An additional concern is the company's ability to
maintain adequate liquidity given the funding requirements that
might arise from its original bid for Dollar Thrifty.

Avis' B2 CFR and positive outlook reflect credit metrics that are
appropriate for the current rating level and that could improve
during 2010 and 2011 as a result of strengthening industry
fundamentals.

The last rating action on Avis was an upgrade of the company's
secured credit facility to Ba2 on March 3, 2010.

The last rating action on Hertz was a downgrade of the company's
CFR to B1 and change in its outlook to negative on July 14, 2009.

The last rating action on Dollar Thrifty was a change in the
company's outlook to positive on April 28, 2010.


BEAZER HOMES: S&P Raises Corporate Credit Rating to 'B-'
--------------------------------------------------------
On May 4, 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Beazer Homes USA Inc. to 'B-' from
'CCC+'.  At the same time, S&P raised its rating on the company's
second-lien notes to 'B' from 'B-', and S&P raised its rating on
the company's senior unsecured and subordinated convertible notes
to 'CCC' from 'CCC-'.  S&P also assigned its 'CCC' rating to the
company's proposed $300 million senior unsecured notes due 2018.
S&P revised its outlook to stable from positive.

"S&P raised its ratings on Beazer after the company announced its
intention to issue $300 million of senior unsecured notes due
2018, $75 million of tangible equity units, and $75 million of
common stock," said credit analyst James Fielding.  "Beazer has
indicated that it intends to use proceeds from these offerings for
debt repurchase, including its $304 million of senior notes due
2012 and its $154 million of convertible notes due 2024 (which
could otherwise be put to the company in 2011)."

Mr. Fielding also noted that the revised ratings acknowledge
recently improved new order trends, albeit over previously very
weak levels.  "Although Beazer's business risk and liquidity
profiles are improving, S&P believes that Beazer remains highly
leveraged and that costs associated with its debt will adversely
affect the company's profitability over the next 12 months."

                              Outlook

S&P revised its outlook to stable.  Although Beazer's business and
liquidity profile have improved, it is not likely that S&P would
raise its rating over the next 12 months because S&P expects that
costs associated with the company's heavy debt load will adversely
affect profitability.  S&P would lower its rating if the company's
cash and committed borrowing capacity were no longer sufficient to
fund two years of working capital and other needs, which S&P
estimates could range between $200 million and $400 million
depending upon the pace of the housing recovery, as well as
Beazer's growth appetite.


BISCAYNE PARK: Files List of 10 Largest Unsecured Creditors
-----------------------------------------------------------
Biscayne Park LLC has filed with the U.S. Bankruptcy Court for the
Southern District of Florida a list of its 10 largest unsecured
creditors:

   Entity                                      Claim Amount
   ------                                      ------------
Village of El Portal                               $2,600,000
Jason Walker Village Manager
500 NE 87th St
El Portal, FL 33138

Metropolitan Trucking Inc                            $400,000
398 NE 79th St
Miami, FL 33138

Peckar & Abramson                                    $200,000
1 SE Third Ave Ste 3100
Miami, FL 33131

Carlisle Beach LLC                                   $150,000

Green Kahn & Piotrkowski                              $40,000

Miami-Dade County                                     $40,000

Property Tax Consultants, Ltd.                        $25,000

David & Joseph PL                                     $22,000

GeoSyntec                                              $9,000

Accutest Labs                                          $7,965

Miami, Florida-based Biscayne Park LLC filed for Chapter 11
bankruptcy protection on April 26, 2010 (Bankr. S.D. Fla. Case No.
10-20941).  Joel M. Aresty, Esq., who has an office in Miami
Florida, assists the Company in its restructuring effort.  The
Company listed $13,000,000 in assets and $10,000,000 in debts.


BISCAYNE PARK: Gets Court's Interim Okay to Use Cash Collateral
---------------------------------------------------------------
Biscayne park LLC sought and obtained interim approval from the
Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida to use the cash collateral securing their
obligation to their prepetition lenders.

Madison Realty LP (De), as prepetition lender, may claim an
interest in the Debtor's cash.

Joel M. Aresty, P.A., the attorney for the Debtor, explains that
the Debtor needs to use cash collateral to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a 30-day budget, a copy of which is
available for free at
http://bankrupt.com/misc/BISCAYNE_PARK_budget.pdf

In exchange for using the cash collateral, Madison Realty will be
granted a replacement lien on the all postpetition real and
personal property of the Debtor.

The Court has set a final hearing for May 20, 2010, at 2:00 p.m.

Miami, Florida-based Biscayne Park LLC filed for Chapter 11
bankruptcy protection on April 26, 2010 (Bankr. S.D. Fla. Case No.
10-20941).  Joel M. Aresty, Esq., who has an office in Miami
Florida, assists the Company in its restructuring effort.  The
Company listed $13,000,000 in assets and $10,000,000 in debts.


BISCAYNE PARK: Section 341(a) Meeting Scheduled for May 25
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Biscayne
Park LLC's creditors on May 25, 2010, at 3:00 p.m.  The meeting
will be held at Claude Pepper Federal Bldg, 51 SW First Ave Room
1021, Miami, FL 33130.

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

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

Miami, Florida-based Biscayne Park LLC filed for Chapter 11
bankruptcy protection on April 26, 2010 (Bankr. S.D. Fla. Case No.
10-20941).  Joel M. Aresty, Esq., who has an office in Miami
Florida, assists the Company in its restructuring effort.  The
Company listed $13,000,000 in assets and $10,000,000 in debts.


BISCAYNE PARK: Taps Joel M. Aresty as Bankruptcy Counsel
--------------------------------------------------------
Biscayne Park LLC has sought permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Joel M.
Aresty, P.A., as bankruptcy counsel.

The firm will:

     (a) give advice to the debtor with respect to its powers and
         duties as a debtor-in-possession and the continued
         management of its business operations;

     (b) advise the debtor with respect to its responsibilities in
         Complying with the U.S. trustee's Operating Guidelines
         and Reporting Requirements and with the rules of the
         court;

     (c) prepare motions, pleadings, orders, applications,
         Adversary proceedings, and other legal documents
         necessary in the administration of the case;

     (d) protect the interest of the Debtor in all matters pending
         before the court; and

     (e) represent the Debtor in negotiation with its creditors in
         the preparation of a plan.

Joel M. Aresty, an attorney at the Firm, assures that Court that
the Firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Miami, Florida-based Biscayne Park LLC filed for Chapter 11
bankruptcy protection on April 26, 2010 (Bankr. S.D. Fla. Case No.
10-20941).  The Company listed $13,000,000 in assets and
$10,000,000 in debts.


BLACK CROW: Receives Approval for $1.5-Mil. DIP Financing
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Black Crow Media
Group LLC received final approval of a $1.5 million loan to
finance its Chapter 11 case.  The new loan will have a lien coming
in ahead of General Electric Capital Corp., the secured lender
owed $38.9 million.  GECC objected to approval of the financing.

As reported by the TCR on April 14, the Bankruptcy Court rejected
a request by secured lender GECC to dismiss the Chapter 11 case of
Black Crow.  The Court also denied a request by GECC to modify the
automatic stay so it could foreclose on the business.

                      About Black Crow Media

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


BON-TON STORES: Moody's Upgrades Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s
Corporate Family and Probability of Default Ratings to B3 from
Caa1, and the senior global notes due March, 2014 to Caa1 from
Caa2.  Bon-Ton's Speculative Grade Liquidity rating was affirmed
at SGL-2.  The rating outlook is stable.

The upgrade of the Corporate Family Rating primarily reflects
improvement in Bon-Ton's credit metrics , and Moody's expectations
that these improvements will be sustained over the near to
intermediate term.  The company's earnings have materially
improved with EBITDA rising by nearly 33% in 2009 due to better
inventory management, which fueled gross margin expansion, as well
as reductions in operating expenses.  The upgrade also reflects
Moody's expectations that the company will be able to continue to
maintain benefits from lower operating costs as well as from
better alignment of inventory levels with current demand.

The stable outlook reflects expectations that even in the context
of Moody's overall positive outlook for the retail industry, it
expects industry challenges to remain for the department store
industry.  Moody's also believes that moderately sized regional
chains such as Bon Ton will be especially challenged competing
against larger chains.  The stable outlook reflects expectations
that Bon-Ton will utilize free cash flow to further reduce debt.

The affirmation of the Speculative Grade Liquidity ratings
reflects the company's good overall liquidity position.  The
company has ample availability under its $675 million secured
asset based credit facility to cover seasonal needs.  Bon-Ton has
no material debt maturities until the June, 2013 expiration of its
asset based credit facility.

These ratings were upgraded and LGD assessments amended:

* Corporate Family Rating to B3 from Caa1

* Probability of Default Rating to B3 from Caa1

* $510 million senior notes due March, 2014 to Caa1 (LGD 5, 77%)
  from Caa2 (LGD 5, 78%)

This rating was affirmed

* Speculative Grade Liquidity Rating at SGL-2

Moody's last rating action on Bon-Ton Stores, Inc., was on
December 17, 2009, when the company's Corporate Family Rating was
upgraded to Caa1 from Caa2.

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin operates 278 department
stores, which includes 11 furniture galleries, in 23 states.


BRAMPTON PLANTATION: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Brampton Plantation, LLC
        8800 Pennsylvania Avenue
        Upper Marlboro, MD 20772

Bankruptcy Case No.: 10-40963

Chapter 11 Petition Date: May 3,2010

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

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallarlawfirm@aol.com

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

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

The petition was signed by Dean F. Morehouse, managing member.

Debtor's List of 14 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Chatham County Tax        Real Estate Taxes      $389,251
Commissioner
Post Office Box 9827
Savannah, GA 31412

City of Savannah          Real Estate Taxes      $197,652
Treasurer

Thomas and Hutton         Trade Debt             $17,000

Lessard Architectural     Trade Debt             $10,475
Group

Year Round Pool           Trade Debt             $7,317

Bouhan, Williams          Attorney Fees          $5,150
& Levy, LLP

The Greenery, Inc.        Trade Debt             $3,295

Coastal Market Graphics   Trade Debt             $3,210

Nexsen Pruet,LLC          Trade Debt             $3,051

Modular Space             Trade Debt             $2,329
Corporation

Janco Gas & Grass, Inc.   Trade Debt             $1,000

Reed Smith, LLP           Trade Debt             $543

Georgia Department        Witholding Taxes       $936
of Revenue

MBC Precision Imaging     Trade Debt             $210


BRISTOL DEVELOPMENT: Files for Chapter 11 to Stop Foreclosure
-------------------------------------------------------------
Bristol Development Group LLC filed a Chapter 11 petition (Bankr.
W.D. Miss. Case No. 10-20914) to halt foreclosure.

Bristol Development owns an undeveloped tract of 225 acres in
Columbia, Missouri.

According to Bloomberg News' Bill Rochelle, the secured lender
Bank of America NA, owed $10.9 million, already filed a motion
asking for modification of the so-called automatic stay so the
foreclosure can proceed.  The bank says the project was intended
to become a mixed-use development with 500 residential units, plus
more than 1 million square feet of office and retail space.
Ground is yet to be broken, the bank says.


CANWEST GLOBAL: Shaw Deal Receives Mixed Reactions
--------------------------------------------------
Canwest Global Communications Corp. has agreed to amend the terms
of a proposed recapitalization transaction to authorize Shaw
Communications Inc. to acquire the shares of a restructured
Canwest upon completion of the transaction.

Specifically, Canwest Global, together with Shaw and the ad hoc
committee of holders of Canwest Media Inc.'s 8% senior
subordinated notes, have agreed to amend the recapitalization
transaction to authorize Shaw to acquire all common shares of the
restructured company, which represents a 100% equity and 100%
voting interest in that company.

Under the amended recapitalization transaction, about $440
million of the aggregate subscription price will be allocated to
pay off the claims of the noteholders against Canwest Global, CMI
and its subsidiaries.  An additional $38 million will be
allocated to satisfy the claims of CMI entities' other unsecured
creditors, subject to an increase for restructuring period claims
in certain circumstances.

The shares of Canwest Global held by the existing shareholders
will be extinguished without compensation, pursuant to the
amended recapitalization structure.

The implementation of the amended recapitalization transaction
remains subject to the satisfaction of a number of conditions in
favor of Shaw, the ad hoc committee and Canwest Global.  These
conditions include court approval and regulatory approvals from
the Canadian Radio-television and Telecommunications Commission
and the Competition Bureau.

Canwest Global will be de-listed from the TSX Venture Exchange
and will apply to cease to be a reporting issuer under Canadian
securities laws after the recapitalization transaction is
completed, which is expected to occur by no later than September
30, 2010.  Canwest Global has agreed to get a court sanction
order with respect to the recapitalization transaction by August
27, 2010.

The amended terms of the recapitalization transaction were agreed
to by the parties in conjunction with another deal between Shaw
and Goldman Sachs Capital Partners.

The deal authorizes Shaw to purchase the equity and voting
interests of Goldman Sachs and its affiliates in CW Investments
Co., a subsidiary of Canwest Global, for $700 million.  Shaw will
also replace the Goldman Sachs entities as a party to a
shareholders agreement that was executed in connection with the
joint acquisition of the special television segment by Canwest
Global and the Goldman Sachs entities from Alliance Atlantis
Communications Inc. in August 2007.

The Shaw-Goldman deal was hammered out to settle the existing and
potential litigation and disputes with respect to the
shareholders agreement and the recapitalization transaction.

Canwest Global, CMI, CW Investments, Shaw and Goldman Sachs have
also executed a mutual release with respect to the matters that
have been the subject of litigation among the parties.

FTI Consulting Canada Inc., the firm appointed to monitor the
assets of the CMI entities, said the amended transaction will be
implemented pursuant to a plan of compromise or arrangement to be
filed in due course.

It is anticipated that the CMI entities will be filing a motion
with the Ontario Superior Court of Justice to approve the
amendments in conjunction with a motion to call a meeting of
affected creditors to vote on a plan of compromise or
arrangement, according to FTI.

                        Mixed Reactions

Streetwise columnist Andrew Willis said the deal will make Shaw a
"deep-pocketed and fiercely competitive rival" to domestic
television's major players, according to a May 3 report by Globe
and Mail.

Thomas Weisel Partners analyst Benjamin Mogil said in a research
note that the deal gives Shaw greater flexibility to offer
content in the digital world, the way popular Web site Hulu run
by NBC and Fox, does in the United States.

Other analysts, however, criticized the deal, asking why Shaw
needed to spend to buy the whole broadcasting operation, if it
merely wanted access to the content, since a minority investor
could get the same benefit, Globe and Mail reported.

Earlier, on a conference call with analysts, Shaw President Peter
Bissonnette said content was the number one driving force for
Shaw in the deal and key to its vision for the future.

Desjardins Securities analyst Maher Yaghi questioned the price,
saying that "investors may question Shaw's paying such a high
multiple for CanWest given the company is now reinvesting its
cash flows in media, which may not earn as high a return as its
core cable business," according to the Globe and Mail report.

Genuity Capital Markets telecom analyst Dvai Ghose also expressed
concerns about how the deal could affect Shaw's wireless plans.
He questioned the wisdom of a cable company looking to invest
more in media assets when the telecom expansion is a key
priority, the report said.

Meanwhile, Dominion Bond Rating Service, a Toronto-based credit
rating agency, was upbeat, saying that in addition to bringing
benefits to the broadcasting system in Canada, the investment
will give Shaw the indirect benefit of "being a vertically
integrated content and distribution company with options for the
future."

"DBRS believes that despite the increased upfront investment,
there is very little downside for Shaw given the established
nature of the Canwest assets along with the subscription-based
nature of the specialty TV channels," the agency said in a May 3
statement.

DBRS also pointed out that the hidden benefit of the investment
may be that it helps Shaw, a distributor, battle the threat of
content companies possibly circumventing traditional forms of
distribution for the Internet.  The rating agency said that
Shaw's investment in the restructured Canwest may be about both
seeking the benefits of vertical integration and, more
defensively, tackling the threat of disintermediation head-on.

                      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: Torstar, et al., Bid for Newspaper Assets
---------------------------------------------------------
Torstar Corp. submitted bids for Canwest Global Communications
Corp.'s 46 newspapers, according to a May 3, 2010 report by Globe
and Mail, citing people familiar with the matter.

The deadline for bids to buy Canwest's newspaper division closed
at midnight on April 30, 2010.  The number of bidders has been
reduced to three, the report said, citing people familiar with
the matter.

Torstar, the owner of the Toronto Star newspaper, teamed with
Fairfax Financial Holdings Ltd., which previously pulled out of
the auction last week after talks with its banks broke down,
Globe and Mail reported.

Fairfax is Torstar's key shareholder and had been reported for
months as the main financial backer of a planned bid for the
newspaper assets of Canwest Global.  The firm also owned a 22%
stake in Canwest Global before the company filed for creditor
protection, according to a May 1, 2010 report by The Canadian
Press.

The other firms believed to have also submitted bids are buyout
specialist, Birch Hill Equity Partners Management Inc., and West
Face Capital Inc.

Birch Hill is looking to acquire the CanWest newspapers and sell
them off in a future initial public offering once the economy
improves.  The firm is reportedly attempting a bid that involves
about $200 million up front and asking the sellers to accept at
least $650 million in equity that would be sold off as shares in
a future IPO.

Meanwhile, West Face's offer involves a proposed buyout by the
unsecured creditors of the newspaper operations, Globe and Mail
reported.

The CanWest chain includes 11 large daily newspapers and 35
community papers.  The business is being sold by the newspaper
chain's senior secured creditors led by Bank of Nova Scotia,
which seek to recover about $950 million they are owed.  If none
of the bids are attractive enough, the senior secured creditors
would sell the newspaper chain themselves through an initial
public offering at a later date, according to the report.

RBC Dominion Securities is leading the sale and will begin
reviewing the details of each offer in the coming week.  The
process is expected to take at least three weeks before a winner
is determined.  RBC has asked for at least $300-million in cash
from potential buyers, Globe and Mail reported, citing people
familiar with the matter.

                      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: Seeks Canada Nod to Pay FTI & Stikeman C$1.12MM
---------------------------------------------------------------
Canwest Limited Partnership/Canwest Societe en Commandite and
certain of its subsidiaries sought and obtained an order from the
Ontario Superior Court of Justice approving the proposed fees and
reimbursement of expenses of FTI Consulting Canada Inc. and
Stikeman Elliott LLP.

FTI and Stikeman have proposed payment of C$1,121,982 for their
fees, C$24,959 for expenses, and C$57,347 for goods and services
tax for the period January 8 to March 21, 2010.

FTI is the firm appointed by the Canadian Court to monitor the
assets of the LP Entities while Stikeman serves as FTI's legal
counsel.

                      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: Kevin Bent Named CPI Interim President
------------------------------------------------------
Canwest Limited Partnership/Canwest Societe en Commandite, a
subsidiary of Canwest Global Communications Corp. announced the
appointment of Kevin Bent to the position of Interim President of
Canwest Publishing Inc. effective May 1, 2010.  Mr. Bent will
report to the special committee of Canwest's board of directors.

On March 12, 2010 Canwest Limited Partnership announced the
resignation of Dennis Skulsky as President and CEO of the
publishing group effective April 30, 2010.  Mr. Skulsky will
continue to be available on an advisory basis to the special
committee of Canwest's board of directors and Canwest LP's senior
management until August 31, 2010.

A seasoned media industry veteran, Mr. Bent has been with the
publishing group for 16 years.  Mr. Bent held sales management
positions in Ottawa, Toronto and Vancouver before being appointed
President and Publisher of Pacific Newspaper Group in September,
2006 and Group Publisher of the BC region in March, 2008.  Mr.
Bent is also Chair of NADbank -- Newspaper Audience Databank --
the principal research arm of the Canadian daily newspaper
industry.

In addition to this interim position, Mr. Bent will continue to
oversee the operations of the Vancouver daily newspapers --
Vancouver Sun and The Province along with the Times Colonist in
Victoria -- supported by their strong local management teams. He
will spend a considerable amount of his time based out of the
publishing group's head office in Toronto.

With his solid relationships across the organization, the
publishing industry and the advertising community Mr. Bent will
ensure that the business continues to deliver on its strategy
while the financial restructuring progresses.

               About Canwest Limited Partnership

Canwest Limited Partnership, the largest publisher of English-
language paid daily newspapers which owns and operates more than
50 destination websites, is a subsidiary of Canwest Global
Communications Corp.

                      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: CMI Entities Required to Have Plan Nod by May 31
----------------------------------------------------------------
Canwest Global Communications Corp. announced April 13 it has
agreed with the members of the ad hoc committee of 8% senior
subordinated noteholders of Canwest Media Inc. to finalize and
deliver to the Ad Hoc Committee a consensual recapitalization plan
of the Company, CMI and certain of their subsidiaries, together
with an information circular for a creditors' meeting in respect
of the Plan, no later than April 30, 2010.

Under the terms of the previously disclosed amended Support
Agreement and amended Use of Cash Collateral and Consent
Agreement, this new milestone replaces a milestone that required
creditor approval of the Plan to occur no later than April 15,
2010.  The new milestone also contemplates the Plan containing
specific deadlines for receipt of an order of the Ontario
Superior Court of Justice (Commercial List) concerning the
creditors' meeting in respect of the Plan and for the holding of
such meeting.

In conjunction with the new milestone, the CMI Entities announced
that CIT Business Credit Canada Inc. has amended the terms of the
credit facility agreement pursuant to which debtor-in-possession
financing has been provided in connection with the ongoing
restructuring of the CMI Entities to, among other things, extend
to May 31, 2010 the date by which the CMI Entities are required to
obtain approval of the Plan from all of CMI Entities' requisite
stakeholders, and to August 11, 2010, the date by which the
debtor-in-possession facility is required to be repaid in full.

The new milestones provide the CMI Entities with additional time
to develop, in consultation with the members of the Ad Hoc
Committee and Shaw Communications Inc., a comprehensive plan for
an orderly and structured recapitalization for the benefit of all
of the Company's stakeholders.

More information about the CMI Entities' restructuring can be
found at www.canwest.com and on the Monitor's website at
http://cfcanada.fticonsulting.com/cmi.

                      About Canwest Global

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

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

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

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

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

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


CATALYST PAPER: Posts $44.1 Million Net Loss for 1st Quarter
------------------------------------------------------------
Catalyst Paper has recorded a net loss attributable to the company
of $44.1 million on sales of $273.3 million for the first quarter
of 2010.  The net loss increased from $35.8 million in the
preceding quarter, due to declining specialty printing paper
prices and additional production curtailment.  Higher
restructuring, input and maintenance costs further impacted first
quarter results.

The Company's balance sheet at March 31, 2010, showed
$2.02 billion in total assets and $1.25 billion in total debts,
for a $760.00 million total stockholders' equity.

Before specific items, Catalyst posted a net loss attributable to
the company of $37.6 million, in contrast to $21.8 million in the
fourth quarter of 2009.  Specific items after-tax included
restructuring costs of $10.1 million and bond exchange-related
costs of $5.9 million, offset by a foreign exchange gain on long-
term debt of $11.7 million.

Earnings before interest, taxes, depreciation and amortization for
the first quarter were negative $16.2 million, compared with
positive EBITDA of $14.1 million in the preceding quarter.  Before
specific items, EBITDA deteriorated to negative $2.1 million from
positive $15.5 million in the prior quarter.  The Q1 operating
loss of $48.9 million, compared to a $41.1 million loss in Q4,
reflected lower EBITDA.

"We saw some recovery in print advertising from the very low
levels of a year ago and as a consequence, paper demand is up
slightly," said President and CEO Richard Garneau.  "Pulp
strengthened as various events combined to drive price recovery
and we could see a more extended pulp up-cycle.  Markets for all
products going forward will be influenced by industry re-start
decisions and operating rates."

Paper demand remained well below pre-recession levels, and
benchmark prices dropped further for coated, uncoated and
directory grades.  North American newsprint consumption continued
to decline, and although offshore exports helped boost the
benchmark price over the preceding quarter, it remained well below
the level of a year ago.  Continued pulp price recovery was driven
in part by production interruptions in Chile and other regions,
and in late March the company announced it would restart the
second pulp line at Crofton in the second quarter.

In light of weak paper markets, the three paper machines at the
Elk Falls division remained indefinitely curtailed.  The No. 1
newsprint machine at Crofton, seasonally curtailed in December,
was indefinitely idled in January, and as a result, the Paper
Recycling division, which supplied de-inked pulp to Crofton, was
curtailed in February.  Total first-quarter production
curtailments represented 14 per cent of specialty paper capacity,
52 per cent of newsprint capacity, and 36 per cent of market pulp
capacity.

Restructuring costs during the quarter increased due to severance
of some 300 employees who became eligible for and elected this
option.  Most had been laid off as a result of the Elk Falls
curtailment.  In light of some progress in tax-related discussions
with Campbell River, Catalyst put forward a proposed restart plan
for two specialty machines at Elk Falls to the hourly workforce
based, in part, on achieving competitive labour costs at that
mill.

Changes to post-retirement and benefit plans for salaried
employees and retirees were implemented in the quarter, with
expected annualized savings of $8 million.

Milestones reached in the company's ongoing drive for more
equitable and sustainable municipal tax treatment included an
agreement in principle with the City of Powell River signed
subsequent to quarter-end. The agreement entailed reduced taxation
and pursuit of joint arrangements to meet municipal infrastructure
needs that, when implemented, will bring the Powell River mill's
annual property tax cost down to $1.5 million.  Catalyst is also
seeking leave to appeal to the Supreme Court of Canada, following
the April 22nd dismissal of its appeal concerning the North
Cowichan 2009 tax bylaw by the Court of Appeal for British
Columbia.  In its decision, the court declined to strike down the
tax bylaw, calling the "extreme imbalance" perpetuated by the
District of North Cowichan a political problem requiring a policy
decision by elected officials.  The company accrued for this
eventuality and has paid $15 million in outstanding 2009 property
taxes, penalties and interest owing to the four municipalities
where its mills are located.

"This appeal court decision, while disappointing, simply
reinforces that solving the problem of unsustainable Class 4 tax
rates rests with governments in BC.  Until corrective steps are
taken, major industry jobs and capital investments in this
province will continue to be at risk," said Mr. Garneau.

Catalyst completed the exchange of US$318.7 million of its 8.625
per cent senior notes due June 2011, for US$280.4 million of new
11 per cent senior secured notes due December 2016.  As of
quarter-end, US$35.5 million of the 2011 notes remained
outstanding.  Catalyst received credit-rating downgrades during
the quarter from Moody's and Standard and Poor's.

Slow improvement in North American print advertising is expected
over the balance of 2010, with minor recovery in coated and
uncoated demand and pricing.  Price increases to take effect
April 1, May 15 and June 1, 2010 have been announced for coated,
soft-calendared and high bright uncoated products.  Price
increases for pulp and newsprint have also been announced for Q2.
Demand for directory is likely to contract though pricing is
expected to be steady.

Catalyst expects to maintain capital spending, which was $3.2
million in the first quarter, at basic maintenance levels
throughout 2010.  However, $18 million in available Canadian
federal government Green Transformation Program credits will be
applied toward development of two capital-project proposals that
deliver energy-efficiency and cost-reduction benefits.

A full-text copy of the Company's FORM 10-Q is available for free
at http://ResearchArchives.com/t/s?6156

                      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.


CC MEDIA: Names Scott Hamilton as Chief Accounting Officer
----------------------------------------------------------
CC Media Holdings Inc. said effective as of April 26, 2010, Scott
D. Hamilton, commenced service as Chief Accounting Officer of the
Company after the departure of Herbert W. Hill, Jr.

Mr. Hamilton served as Controller and Chief Accounting Officer of
Avaya Inc.  Mr. Hamilton served in various accounting and finance
positions at Avaya, beginning in October 2004.  Mr. Hamilton was
employed by PricewaterhouseCoopers from September 1992 until
September 2004.  Mr. Hamilton is a graduate of Abilene Christian
University.

Pursuant to the terms of his employment offer letter, Mr. Hamilton
will (i) receive an annual base salary of $300,000, (ii) receive
certain relocation benefits and (iii) be eligible to receive an
annual bonus with a bonus target equal to 50% of his base salary.
Mr. Hamilton is also eligible to receive certain long term
incentive opportunities consistent with other comparable
positions.

                        About CC Media

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by The Troubled Company Reporter on February 24, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on San Antonio, Texas-based CC Media
Holdings Inc. and its operating subsidiary, Clear Channel
Communications Inc. (S&P rates both entities on a consolidated
basis), by one notch.  The corporate credit rating was lowered to
'B-' from 'B'.  These ratings remain on CreditWatch with negative
implications, where they were placed Feb. 13, 2009, reflecting
S&P's concerns over financial covenant compliance.

The TCR reported on January 7, 2009, that participations in a
syndicated loan under which Clear Channel Communications is a
borrower traded in the secondary market at 49.80 cents-on-the-
dollar during the week ended January 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.87 percentage points from
the previous week.  Clear Channel Communications pays interest at
365 points above LIBOR.  The bank loan matures on December 30,
2015.  The bank loan carries Moody's B1 rating and Standard &
Poor's B rating.

                           *     *     *

According to the Troubled Company Reporter on Dec. 22, 2009,
Standard & Poor's Ratings Services said that its ratings on CC
Media Holdings Inc. (CCC+/Positive/--) and related entities remain
unaffected by the proposed upsizing of the senior notes issuance
by operating subsidiary Clear Channel Worldwide Holdings Inc. to
$2.5 billion from $750 million.

The Company's balance sheet at December 31, 2009, showed
$18.047 billion in total assets, against total liabilities of
$24.89 billion for a shareholders' deficit of $6.84 billion.


CHRYSLER LLC: Wants Judgment Against Dropped Dealers
----------------------------------------------------
Chrysler Group LLC, along with its liquidated castoff Old Carco
LLC, has moved for summary judgment in its declaratory judgment
suit against several states that have attempted to prevent the
automaker from canceling contracts with dealers, according to
Bankruptcy Law360.

Law360 says Chrysler filed its motion for summary judgment Monday
in the U.S. District Court for the Southern District of New York.

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

                        About Chrysler LLC

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

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

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


CINRAM INTERNATIONAL: S&P Junks Corporate Credit Rating From 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Scarborough, Ont.-based Cinram International Inc.
to 'CCC+' from 'B-'.  In addition, S&P lowered the issue-level
rating on the company's senior secured bank facility to 'CCC+'
(the same as the corporate credit rating on Cinram) from 'B-'.
S&P also revised the recovery rating on the debt to '4' from '3'.
A '4' recovery rating indicates an expectation of an average (30%-
50%) recovery in the event of a payment default, compared with a
'3' recovery rating, which indicates an expectation of a
meaningful (50%-70%) recovery for lenders in a default scenario.
S&P removed all of the ratings from CreditWatch with negative
implications, where they had been placed Feb. 1, 2010.  The
outlook on Cinram is negative.

"S&P base these rating actions on its expectation that Cinram's
revenue, EBITDA, and credit protection measures will weaken
considerably following the termination of the Warner Home Video
Inc. service agreements on July 31, 2010," said Standard & Poor's
credit analyst Lori Harris.  "Furthermore, Cinram faces
refinancing risk with its upcoming bank loan maturity in May
2011," Ms. Harris added.

The ratings on Cinram reflect what S&P views as the company's
expected weak operating performance, limited financial
flexibility, and vulnerable business risk profile (resulting from
product and customer concentration, seasonality, and the
commodity-like nature of the media replication industry).  In
particular, the ratings reflect the loss of the Warner Home Video
Inc. (a subsidiary of Time Warner Inc., BBB/Stable/A-2) contract
this year and refinancing risk with Cinram's bank debt maturing in
May 2011.  S&P believes these factors are partially offset by what
S&P considers Cinram's solid market position as a leading
manufacturer of prerecorded multimedia products.

The company's core business of multimedia product replication and
distribution, which accounted for 88% of revenue in 2009, is, in
S&P's view, facing an ongoing decline because of the increasingly
commodity-like nature of the product, competitive pressures from
alternative distribution channels (such as Internet download
technology and pay-per-view TV), and frequent technology shifts.
Standard & Poor's believes that these pressures have contributed
to declining volume and lower selling prices, both of which in
turn have weakened Cinram's profitability.  In addition, the lack
of diversity in both product and customer has limited Cinram's
pricing power despite its solid market position in the industry.

The negative outlook reflects Standard & Poor's view of Cinram's
challenges, including refinancing risk and the expectation of
continued declining revenue and EBITDA, which could pose a renewed
possibility of a covenant breach.  S&P could consider lowering its
ratings on Cinram if the company suffers a worse-than-expected
decline in EBITDA.  On the other hand, S&P could revise the
outlook to stable if Cinram's operating performance stabilizes and
there s an increase in covenant headroom.


CITIGROUP INC: To Launch $200MM Fund for Small-Business Lending
---------------------------------------------------------------
The Wall Street Journal's Randall Smith reports that officials at
Citigroup Inc. said the bank plans to launch a $200 million fund
for small-business lending in low- and moderate-income
communities.  Citi will provide $199 million of the financing.

The Journal relates Citi Chief Executive Vikram Pandit in an
interview said the fund will make small and midsize loans to
service institutions and charter schools that the bank "may not
have had access to."  The loans will generally range in size from
below $14,000 to $500,000.  According to the Journal, Mr. Pandit
said the new fund will address one area where "there are
opportunities to get small businesses growing more."

                       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.


CIRCUIT CITY: Settles Product Sale Dispute Mitsubishi Digital
-------------------------------------------------------------
Bankruptcy Law360 reports that Circuit City Stores Inc. has
reached a nearly $5 million settlement with Mitsubishi Digital
Electronics America Inc. to resolve a dispute over products
Mitsubishi sold to the former big-box retailer.

The proposed settlement, filed Monday in the U.S. Bankruptcy Court
for the Eastern District of Virginia, establishes a reserve in
which the debtor will deposit $4.96 million, according to Law360.

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

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

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

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

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

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


CLARK RIDGE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Clark Ridge II, Ltd.
        1130 N. Westmoreland Rd.
        Desoto, TX 75115

Bankruptcy Case No.: 10-33200

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Thomas Gaubert, company's president,
general partner.


COLTS RUN: Wants to Use PNC Bank's Cash Collateral
--------------------------------------------------
Colts Run, L.L.C., seeks authority from the U.S. Bankruptcy Court
for the Northern District of Illinois to use the cash collateral
of PNC Bank, National Association.

The asserts a senior position mortgage lien and claim against the
Debtor's residential apartment project in Lexington, Kentucky,
known as Colts Run Apartments, which purportedly secures a senior
mortgage indebtedness of roughly $19,000,000.  Residential
apartment units at the Property lease for rentals ranging from
$799 to $1,399.  The current occupancy rate at the Property is
88.9% and is generally increasing.  The Bank also asserts a junior
mortgage lien and claim.

David K. Welch, Esq., at Crane, Heyman, Simon, Welch & Clar, the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

In exchange for using the cash collateral, the Bank will be
allowed to inspect, upon reasonable notice, within reasonable
hours, the Debtor's books and records.  The Debtor will maintain
and pay premiums for insurance to cover its assets from fire,
theft and water damage.  The Debtor will, upon reasonable request,
make available to the Bank evidence of that which purportedly
constitutes its collateral or proceeds.  The Debtor will properly
maintain the Property in good repair and properly manage the
Property.

The Bank has objected to the Debtor's request to use cash
collateral, saying that the Debtor doesn't provide for adequate
protection of the Bank's interests in the assets of Debtor
existing as of the Petition Date, and all proceeds, rents, issues,
profits and products thereof, for any decrease in the value of the
prepetition collateral from and after the Petition Date.  The
parties are currently in the process of preparing a consensual
order that provides for such protections.

The Bank is represented by Goldberg Kohn Ltd.

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.


CONSHOHOCKEN RAIL: Reorganization Case Dismissed
------------------------------------------------
The Hon. Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware dismissed the Chapter 11 case of
Conshohocken Rail, LLC, et al.

Canfield, Ohio-based Conshohocken Rail, LLC, filed for Chapter 11
on March 16, 2010 (Bankr. D. Del. Case No. 10-10907).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP,
assisted the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CUMULUS MEDIA: Posts $144,000 Net Loss for March 2010
-----------------------------------------------------
Cumulus Media Inc. reported financial results for the three months
ended March 31, 2010.

The company reported $144,000 net loss on $56.3 million net
revenues for the three month ended March 31, 2010, compared with
$3.2 million net loss on $55.3 million for net revenues for the
same period a year ago.

Lew Dickey, Chairman & CEO stated: "Cumulus entered 2010 with very
strong momentum fueled by our Radio 2.0 initiative.  Through our
proprietary technology platform and franchise systems we continue
to re-engineer the radio business model to reduce fixed costs
across all of our radio stations.  Simultaneously, the Cumulus
Sales Operating System launched last year is generating positive
year over year net revenue growth for our company once again. The
combination of these efforts resulted in substantially increased
operating margins and adjusted EBITDA growth of 62.7% over the
same period last year.

"We complemented this organic growth in our core operations with
additional strategic development of our digital media platform,
significant revenue growth and margin expansion at Cumulus Media
Partners, and announcement of a new strategic partnership in
Cumulus Radio Investors. We are extremely pleased with these
results, and increasingly optimistic about the forecast for our
company," Mr. Dickey said.

A full-text copy for the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6157

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

As of December 31, 2009, Cumulus Media had $334,064,000 in total
assets against $706,576,000 in total liabilities, resulting in
$372,512,000 in stockholders' deficit.  The December 31, 2009
balance sheet also showed strained liquidity: Cumulus Media had
$64,714,000 in total current assets against $68,195,000 in total
current liabilities.

                           *     *     *

Moody's Investors Service affirmed Cumulus Media Inc.'s Caa1
Corporate Family Rating, Caa2 Probability-of-Default Rating and
Caa1 Senior Secured Bank Debt ratings, as outlined below, and
revised the company's rating outlook to stable from negative.  The
stable outlook reflects Moody's expectation that while leverage
will remain very high, Cumulus' operating performance should begin
to improve over the rating horizon as economic pressures continue
to gradually subside.  The company is also benefiting from a
restructuring of its operations which took a material level of
costs out of the business, only a portion of which are expected to
return as revenues increase.

According to the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'.
The rating outlook is stable.


DAMIAN ASSOCIATES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Damian Associates, LLC
        691 Brayton Road
        Tiverton, RI 02878
        Tel: 401-624-3433

Bankruptcy Case No.: 10-11969

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: William L. Needler, Esq.
                  Needler Law PC
                  555 Skokie Blvd
                  Suite 500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330
                  Fax: (910) 673-1821
                  E-mail: williamlneedler@aol.com

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

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

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

The petition was signed by Raymond E. Johnson, manager.


DANA HOLDING: Shareholders OK Election of 4 Directors
-----------------------------------------------------
At Dana Holding Corporation's Annual Meeting of Shareholders held
on April 28, 2010, shareholders considered two proposal. There
were 205,783,192 shares of Dana common stock, including its Series
A Preferred and Series B Preferred Stock on an as-if-converted
basis for voting purposes, eligible to vote at the meeting.  Each
of the Board's proposals was considered and approved by the
requisite majority of votes cast or represented.

Proposal one involved the election of four directors for a one-
year term expiring in 2011 or upon the election and qualification
of their successors:

  * John M. Devine
  * Terrence J. Keating
  * James E. Sweetnam
  * Keith E. Wandell

The second proposal involved the ratification of the appointment
of PricewaterhouseCoopers LLP as the independent registered
accounting firm for the fiscal year ending December 31, 2010.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?6160

                        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.


DAVE & BUSTER'S: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Dallas-based restaurant operator Dave &
Buster's Inc. The action comes after the announcement that the
current private-equity sponsors, Wellspring Capital Management,
have agreed to sell the company to Oak Hill Capital Partners.
Total consideration will be $570 million.  The transaction will be
financed with $350 million of new debt in addition to Oak Hill's
equity payment.

S&P is also assigning a 'BB-' issue level rating and '1' recovery
rating to the company's new $200 million senior secured credit
facilities, consisting of a $150 million term loan and a
$50 million revolving credit facility.  The issue-level rating is
two notches above the corporate credit rating, and the recovery
rating indicates S&P's expectation of very high (90%-100%)
recovery of principal in the event of default.  S&P is also
assigning a 'B-' issue-level rating and '5' recovery rating to the
company's new $200 million senior unsecured notes.  The notes are
rated one notch below the corporate credit rating and the recovery
rating indicates S&P's expectation of modest (10%-30%) recovery of
principal in the event of default.

"The speculative-grade rating on Dave & Buster's reflects the
company's highly leveraged capital structure, resulting in thin
cash flow protection and its participation in the highly
competitive restaurant and out-of-home entertainment industries,"
said Standard & Poor's credit analyst Charles Pinson-Rose, "which
are both vulnerable to downturns in consumer spending."

In 2009, weak economic conditions clearly affected Dave & Buster's
sales.  Annual comparable-store sales declined 7.8%.  However,
overall sales and profitability were aided by new restaurants and
cost management with total revenue down 2.4% and EBITDA down
approximately 4.0% last year.

The transaction will add $123 million of debt to the company's
balance sheet and will weaken credit ratios accordingly from 2009
year-end levels (Jan. 31, 2010).  Operating lease-adjusted debt to
EBITDA will rise to 6.4x from 5.3x.  Adjusted EBITDA coverage of
interest will weaken modestly, to about 2.0x from 2.1x in 2009.
The post-transaction ratios are generally commensurate with
ratings in the mid- to low-'B' rating category.


DELAWARE GAZETTE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Delaware Gazette Company
        18 E. William Street
        Delaware, OH 43015

Bankruptcy Case No.: 10-73302

Chapter 11 Petition Date: May 1, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

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: $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/nyeb10-73302.pdf

The petition was signed by Roy Brown, president and CEO.

Debtor-affiliates filing separate Chapter 11 petitions:

         Entity                         Case No.     Petition Date
         ------                         --------     -------------
The Brown Publishing Company            10-73295           4/30/10
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000
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


DENTON 288: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Denton 288 LP
        13455 Noel Road, Suite 800
        Dallas, TX 75240

Bankruptcy Case No.: 10-33213

Chapter 11 Petition Date: May 3, 2010

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Erin K. Lovall, Esq.
                  Franklin Skierski Lovall Hayward LLP
                  10501 N. Central Expressway, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7100
                  Fax: (972) 755-7110
                  E-mail: elovall@fslhlaw.com

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

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

The petition was signed by James D. Dondero, Manager of Denton 288
GP, LLC.

Debtor's List of 7 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bobby Jones                        --                           --
3801 East McKinney
Denton, TX 76208

City of Denton                     --                           --
P.O. Box 660150
Dallas, TX 75268

Edwin Fulton                       --                           --
3100 Fort Worth Avenue
Denton, TX 76205

Land Advisors, Ltd.                --                           --

Mark S. Stewart &                  --                           --
Laura Jill Stewart

Suzanne Fulton                     --                           --

Wild H Cattle Co.                  --                           --


DOLLAR STORES: GOB Sales Underway in Two States
-----------------------------------------------
A tremendous Going-Out-of-Business sale is underway at all 37
Dollar Store locations in Washington and Oregon.  Consumers are
taking advantage of storewide discounts now being offered on every
item in every department at Dollar Store.  There are no exceptions
or exclusions, absolutely everything at every store has been
reduced.

All store and warehouse fixtures and equipment are also available
for sale. In addition, parties interested in acquiring the real
estate leases for any or all locations should contact Ben Nortman
(bnortman@hilcotrading.com) for information.

Shoppers at Dollar Store will save on a huge, diverse inventory
featuring more than $13 million worth of groceries, fresh produce,
housewares and gadgets, glassware, health and beauty needs,
stationery, party items, gift wrap and greeting cards, lawn and
garden supplies, toys, giftware, seasonal merchandise and much
more.

The Going Out of Business Sale is being managed by Hilco Merchant
Resources.  Michael Keefe, President and CEO of Hilco Merchant
Resources stated, "Value-conscious consumers will certainly
recognize the broad price reductions as an outstanding savings
opportunity that is not to be missed.  We don't expect this
exciting sale to last very long."


DOLLAR THRIFTY: PAR Investment Says Hertz Bid Woefully Inadequate
-----------------------------------------------------------------
Boston, Massachusetts-based PAR Investment Partners, L.P.; PAR
Group, L.P.; and PAR Capital Management, Inc., said they would
vote against Hertz Global Holdings, Inc.'s proposal to acquire
Dollar Thrifty Automotive Group, Inc.

In a regulatory filing with the Securities and Exchange
Commission, PAR said that on April 28, 2010, Paul A. Reeder, III,
the portfolio manager at PAR Investment Partners following DTAG,
publicly stated that, "In light of the strong earnings results and
prospective guidance released by Dollar Thrifty this morning, we
believe that Hertz's acquisition proposal, which currently values
the Company at around $42 per share, is woefully inadequate.  Not
only does the offer fail to fairly compensate Dollar Thrifty
shareholders for the earnings the company will generate on a
standalone basis, it provides no value for the more than
$180 million of annual synergy benefits that Hertz management
anticipates will accrue as a consequence of the combination.  As
an illustration of the one-sided nature of this deal, on the day
the acquisition was announced, Hertz's equity market
capitalization rose by $740 million, or the equivalent of
approximately $25 per Dollar Thrifty share.  By comparison Dollar
Thrifty's market value rose by a mere $120 million or about $4 per
share.  Based on our assessment of Hertz's current offer, if a
shareholder vote were held today, PAR would vote its approximately
1.8 million shares of Dollar Thrifty common stock against the
acquisition proposal."

As of April 28, 2010, PAR owned beneficially 1,771,788 DTAG shares
representing approximately 6.20% of the shares outstanding.

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.  The deal is
valued at $1.27 billion.

The $41.00 per share purchase price is comprised of 80% cash
consideration and 20% stock consideration.  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
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 $750 million in cash (excluding
the special $200 million Dollar Thrifty dividend).  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 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.

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.

Rival Avis Budget Group, Inc., on May 3 indicated to Dollar
Thrifty's Board of Directors it would like to make a substantially
higher offer to acquire Dollar Thrifty.  Avis Budget has hired
Citigroup as financial advisor and Kirkland & Ellis LLP as legal
counsel to advise on a possible deal with Dollar Thrifty.

                       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: Senator Investment Holds 7.86% of Common Stock
--------------------------------------------------------------
Senator Investment Group LP disclosed that as of April 26, 2010,
it may be deemed to be the beneficial owner of 2,250,000 shares --
or roughly 7.86% -- of Dollar Thrifty Automotive Group, Inc.

The Shares were acquired by a private investment fund for which
Senator acts as an investment adviser.  The source of funds for
the purchase transactions was the working capital of the private
investment fund.  The total purchase price for all Shares held by
the private investment fund for which Senator acts as an
investment adviser was $95,746,807.52.

Senator said the Shares were acquired for investment purposes.  In
pursuing its business, Senator continuously analyzes investment
opportunities associated with various companies, including Dollar
Thrifty.  The analysis may involve discussions with the management
of such companies.  Senator said it may hold discussions with
management of the Company which may relate to one or more of the
transactions, including, without limitation, such matters as
selling all or a portion of the Company and evaluating the
relative attractiveness for shareholders of any such offers.

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.  The deal is
valued at $1.27 billion.

The $41.00 per share purchase price is comprised of 80% cash
consideration and 20% stock consideration.  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
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 $750 million in cash (excluding
the special $200 million Dollar Thrifty dividend).  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 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.

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.

Rival Avis Budget Group, Inc., on May 3 indicated to Dollar
Thrifty's Board of Directors it would like to make a substantially
higher offer to acquire Dollar Thrifty.  Avis Budget has hired
Citigroup as financial advisor and Kirkland & Ellis LLP as legal
counsel to advise on a possible deal with Dollar Thrifty.

                       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'


DREIER LLP: Court Approves Deals with U.S. Govt, GSO Capital
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy
trustees for Marc Dreier and the firm he founded, Dreier LLP,
received the bankruptcy court's approval for a settlement with the
U.S. government deciding which assets will go to the trustees and
which will go to the government under the criminal forfeiture
resulting from Mr. Dreier's guilty plea.

Bill Rochelle explains that although there is overlap between
creditors of the bankrupt estate and defrauded investors who will
receive forfeited assets from the government, the differences
prompted several objections which U.S. Bankruptcy Judge Stuart M.
Bernstein rejected, with one exception.  In addition to the
settlement with the government slicing up assets recovered in Marc
Dreier's Ponzi scheme, there was a separate settlement between the
trustees and GSO Capital Partners LP, an affiliate of Blackstone
Group LP.  GSO, based in New York, invested $165 million in what
it thought were notes issued by the Dreier firm's clients.  It
turned out that the notes were fraudulent.  GSO was repaid more
than $193 million by the Drier firm, including $62.6 million
within 90 days of the bankruptcy filing.

According to the Bloomberg report, some creditors opposed the
settlement, where GSO is to receive a release of claims by the
trustee and third parties in return for paying $9.5 million to the
two trustees and allowing the government to seize $30.9 million
through forfeiture.  The objectors claimed it was improper to let
GSO off the hook for 94% of what it invested when other hedge
funds face lawsuits from the trustees and suffered more from the
fraud.

Bloomberg News relates that Judge Bernstein, in his 42-page
opinion, turned down the objections to the GSO settlement, except
with regard to the limitation on third-party suits against GSO.
Following a recent decision from the 2nd U.S. Circuit Court of
Appeals in Manhattan, Judge Bernstein said it was beyond the
bankruptcy court's jurisdiction to bar third-party lawsuits
against GSO where plaintiffs would bring suit "unrelated to their
status as creditors" of Dreier.  The judge sent the parties back
to redraft the settlement so the prohibition against third-party
suits doesn't exceed the bankruptcy court's power.

                         About Dreier LLP

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

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

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

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


EASTMAN KODAK: Reports Net Earnings of $119MM for First Quarter
---------------------------------------------------------------
Eastman Kodak Company reported net earnings of $119 million on net
sales of $1.933 billion for the three months ended March 31, 2010,
compared with a net loss of $353 million on net sales of $1.477
billion during the same period a year ago.

The Company's balance sheet at March 31 showed $7.17 billion in
total assets and $7.23 billion in total liabilities, for a
stockholder's deficit of $53.0 million.

Excluding the non-recurring intellectual property transaction,
Kodak's first-quarter segment earnings improved by $69 million and
digital earnings improved by $60 million.  Additionally, cash
generation before restructuring payments and the equivalent GAAP
measure, cash used in operating activities, improved by more than
$300 million during the first quarter.  This performance was
largely due to improved cash earnings and working capital. Cash
received from intellectual property transactions was essentially
the same year-over-year.

"Our first quarter performance is additional proof that our
strategy is working and we continue to make progress toward our
goals," said Antonio M. Perez, Chairman and Chief Executive
Officer, Eastman Kodak Company.  "I am particularly pleased with
the performance of our core growth businesses -- Consumer Inkjet,
Commercial Inkjet, Workflow Software and Solutions, and Packaging
Solutions. Combined first-quarter revenue for these product lines
grew by 14% and gross profits improved by more than $20 million.
We also continue to make significant operational improvements in
the rest of our digital businesses, including digital cameras and
devices, image sensor solutions, electrophotographic solutions and
prepress solutions. Our Film, Photofinishing and Entertainment
business continues to deliver improved profitability, despite a
challenging marketplace.  We're off to a good start for 2010, and
I am optimistic about the year."

First-quarter sales totaled $1.933 billion, an increase of 31%
from $1.477 billion in the first quarter of 2009, including the
$550 million intellectual property transaction and 3% favorable
foreign exchange impact.

On the basis of U.S. generally accepted accounting principles, the
company reported first-quarter earnings from continuing operations
of $119 million, or $0.40 per share on a diluted basis, compared
with a loss from continuing operations on the same basis of $360
million, or $1.34 per share, in the year-ago period. Items of net
expense that impacted comparability in the first quarter of 2010
totaled $137 million after tax, or $0.42 per share, primarily
related to a loss on early extinguishment of debt, restructuring
charges, and tax-related items.  Items of net expense that
impacted comparability in the first quarter of 2009 totaled $105
million after tax, or $0.39 per share, due primarily to
restructuring charges and tax-related items.

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?615d

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of December 31, 2009, the Company had total assets of
$7.691 billion against total liabilities of $7.724 billion,
resulting in shareholders' deficit of $35 million.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.


ENERGAS RESOURCES: Delays Filing of Form 10-K Report
----------------------------------------------------
Energas Resources Inc. said it could not file its Form 10-K annual
report for the period ended Jan. 31, 2010, because it did not
complete its financial statements by April 31, 2010.

                      About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.

                        Going Concern Doubt

Murrell, Hall, McIntosh & Co PLLP, in Oklahoma City, expressed
substantial doubt about Energas Resources' ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the years ended January 31, 2008, and
2007.  The auditing firm pointed to the Company's recurring losses
from operations.


ENVIROSOLUTIONS HOLDINGS: Wins Approval of Plan Outline
-------------------------------------------------------
A bankruptcy court judge on Tuesday approved EnviroSolutions
Holdings Inc.'s disclosure statement over the objections of
unsecured creditors, Bankruptcy Law360 reports.  According to
Law360, Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York signed off on the company's
disclosure statement Tuesday despite claims from creditors.

                  About EnviroSolutions Holdings

Based in Manassas, Virginia, EnviroSolutions Holdings, Inc., is an
integrated solid waste management company with a presence in
Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the
District of Columbia.  The company's assets include three
landfills, four transfer stations and several hauling and
collection operations.

The Company filed for Chapter 11 bankruptcy protection on
March 10, 2010 (Bankr. S.D.N.Y. Case No. 10-11261).  John
Longmire, Esq., at Willkie Farr & Gallagher LLP, assists the
Company in its restructuring effort.  Alvarez and Marsal North
America, LLC, is the Company's restructuring advisor.  The
Company's financial advisor is Barclays Capital.  The Company
estimated its assets and liabilities at $100,000,001 to
$500,000,000.


EURENERGY RESOURCES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Eurenergy Resources Corporation
        1755 Wittington Place
        Suite 340
        Dallas, TX 75234

Bankruptcy Case No.: 10-18071

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Lenard E. Schwartzer, Esq.
                  Schwartzer & McPherson Law Firm
                  2850 S. Jones Blvd., Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  Fax: (702) 892-0122
                  E-mail: bkfilings@s-mlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb10-18071.pdf

The petition was signed by Neil Crouch, president.


EUROBANCSHARES INC: To File Chapter 11 Following Bank Failure
-------------------------------------------------------------
Eurobancshares Inc., a San Juan, Puerto Rico-based bank holding
company, said in a regulatory filing that it will file under
Chapter 11 following the takeover of its bank subsidiary by the
Federal Deposit Insurance Corp. on April 30.

On April 30, Eurobank, the wholly owned subsidiary and principal
asset of EuroBancshares, was closed by the Office of the
Commissioner of Financial Institutions of Puerto Rico and the FDIC
was appointed as receiver of the Bank.  On the same date, the FDIC
transferred certain assets and liabilities of the Bank to Oriental
Bank & Trust, San Juan, Puerto Rico.

Eurobancshares Inc. expects to commence a voluntary case under
Chapter 11 of Title 11 of the United States Code in the United
States Bankruptcy Court for the District of Puerto Rico.

                       Event of Default

As of April 30, the Company had approximately $20.6 million in
floating rate junior subordinated deferrable interest debentures
outstanding pursuant to an Indenture, dated as of December 19,
2002, by and between the Company and U.S. Bank National
Association (as successor to State Street Bank and Trust Company
of Connecticut, National Association), as trustee.  The debentures
were issued in connection with the issuance of $20.0 million of
related floating rate trust preferred securities of Eurobank
Statutory Trust II due in 2032 with a liquidation amount of $1,000
per security.  The April 30, 2010 appointment of the FDIC as
receiver constitutes an "Event of Default," under the Indenture.
Under the Indentures, an Event of Default occurs if, among other
things, the Company or any substantial part of its property,
including the Bank, is taken into possession by a receiver.
Subject to certain notice and waiting requirements set forth in
the Indenture, upon the occurrence of an Event of Default, the
trustee or holders of not less than 25% in principal of the
outstanding unsecured subordinated notes of the debentures may
declare the entire principal, premium and any accrued unpaid
interest of the debentures immediately due and payable.

                     Delisting from Nasdaq

On May 3, 2010, the Company received a letter from the Nasdaq
Stock Market  indicating that the Company's shares of common stock
will be delisted from Nasdaq.  The Company does not intend to
appeal Nasdaq's decisions to delist its common stock.  Therefore,
trading in the Company's common stock will be suspended at the
opening of business on May 12, 2010, and a Form 25-NSE will be
filed by Nasdaq with the Securities and Exchange Commission, which
will remove the Company's securities from listing and registration
on Nasdaq.  In addition, trading in the Company's common stock has
been halted by Nasdaq starting on Monday, May 3, 2010 and will
remain so up to the suspension date.


FAIFITSYL REALTY: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Faifitsyl Realty Property Management Corp.
        aka Faifitsyl Realty Mgt Inc.
        aka Faifitsyl Corp.
        aka SL&F Realty Corp.
        1349 Brooklyn Avenue
        Brooklyn, NY 11203

Bankruptcy Case No.: 10-44017

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Clover M. Barrett, Esq.
                  338 Atlantic Avenue
                  Suite 201
                  Brooklyn, NY 11201
                  Tel: (718) 625-8568
                  Fax: (718) 625-6646
                  E-mail: cbarrettpc@aol.com

Scheduled Assets: $1,835,702

Scheduled Debts: $493,810

A list of the Company's 7 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-44017.pdf

The petition was signed by Fitz Williams, company's vice
president.


FEDERAL-MOGUL: Swings to $15 Million Net Income for 1st Quarter
---------------------------------------------------------------
Federal-Mogul Corporation (Nasdaq: FDML) reported its first
quarter 2010 financial performance, with sales of $1.5 billion, 20
percent higher versus Q1 2009, strong gross margin of $254 million
or 17.1 percent and net income of $15 million or $0.15 per diluted
share.  Excluding a charge resulting from the Venezuelan currency
devaluation, the company realized adjusted net income of
$35 million or $0.35 per share for Q1 2010.  Analysts' consensus
earnings expectation for Q1 2010 was $0.22 per share.  The
company's operational EBITDA nearly doubled versus the prior year
to $138 million and cash flow strongly improved to $50 million
during the quarter.

                      Financial Summary
                        (in millions)

                                      2010           2009
                                      ----           ----
                                       Q1             Q1
                                      ----           ----
Net Sales                            $1,489         $1,238

Gross Margin                            254            158
  pct. of sales                       17.1%          12.8%

SG&A (184) (184)
  pct. of sales                       12.4%          14.9%

Net Income (loss)                        15           (101)
  attributable to FMC

Earnings (loss) Per Share              0.15          (1.02)
  in dollars, diluted EPS

Operational EBITDA                      138             70
  pct. of sales                        9.3%           5.7%

Cash Flow                               $50          ($196)

"Federal-Mogul's strong financial results in the first quarter of
2010 demonstrate the benefit of an improving industry and the
positive impact of our customer, market and product
diversification, combined with the company's ability to leverage
its lower operating cost resulting from restructuring initiatives
in 2009," said Jose Maria Alapont, President and Chief Executive
Officer.  "We nearly doubled our EBITDA during Q1 2010 on a sales
increase of 20 percent, demonstrating our capability to convert
incremental revenue to greater profitability."

The company's stronger sales performance reflected an overall
improvement in global automotive original equipment market demand.
Federal-Mogul's sales in Q1 2010 of $1,489 million improved 20
percent, versus $1,238 million recorded during the same period one
year ago.  Federal-Mogul realized market share gains in all three
of its business units serving the original equipment automakers.
The company's sales were higher in all regions, with Asia-Pacific
original equipment sales up 98 percent in the quarter versus the
prior year, as compared to original equipment market expansion in
the region of 46 percent during Q1 2010 versus Q1 2009.

Gross margin in Q1 2010 was $254 million or 17.1 percent of sales
versus $158 million or 12.8 percent in Q1 2009.  Federal-Mogul
recorded SG&A expenses of $184 million or 12.4 percent of sales
during Q1 2010, versus $184 million or 14.9 percent of sales in
the same period of 2009.  The company has a strong track record
of SG&A improvement and continues to develop plans to further
leverage existing staff support costs as the traditional
automotive markets strengthen and the company implements plans to
grow in Energy, Industrial and Transport market segments, where
its core products can be applied to new product categories.

The company reported, in Q1 2010, net income of $15 million or
$0.15 per diluted share or $35 million or $0.35 per share
excluding the impact of the charge to recognize the Venezuelan
currency devaluation.  Federal-Mogul recorded, in Q1 2009, a net
loss of $(101) million.

Operational EBITDA in Q1 2010 was $138 million or 9.3 percent of
sales, nearly double the $70 million or 5.7 percent of sales
reported in Q1 2009.  Operational EBITDA for the first quarter
2010, excluding the impact of the currency devaluation in
Venezuela, was $158 million or 10.6 percent of sales.

Cash flow in Q1 2010 was positive at $50 million, a strong
improvement versus cash usage of $(196) million in Q1 2009.  This
quarter's performance, when coupled with strong cash management in
previous quarters, brings cash flow for the last 12 months to over
$400 million.  This ability to generate significant cash and
deliver earnings during a distressed economic period is indicative
of the strength of the company's sustainable global profitable
growth strategy.

Federal-Mogul received, in Q1 2010, seven recognition awards from
global customers including Caterpillar, Cummins, Ford, General
Motors, Honda, John Deere and Toyota.  The company continues to
operate at world-class quality and delivery performance levels.

Federal-Mogul's leading product portfolio includes numerous
technologies capable of increasing fuel efficiency, reducing
emissions, and improving vehicle comfort and safety.  Five
industry-leading Federal-Mogul innovations were recently
recognized at the 2010 Automotive News PACE(TM) Awards.  PACE is
an industry award given by a panel of independent judges that
review leading innovations submitted by automotive industry
suppliers.  Federal-Mogul won PACE Awards in three separate
product technology and process innovation categories, more than
any other company in the 2010 competition.  The company's
DuraBowl(R) piston, windshield wiper connection system and High
Precision Electro-Erosion Machining Process (HPEEM) were each
honored with a PACE Award for industry-leading innovation and
successful commercial application.  Federal-Mogul has received a
total of seven PACE awards in recent years.

"Our strong first quarter earnings and cash flow performance shows
that we are on the right track.  The company's commitment to
leading technology and innovation to drive this growth was
recently recognized through the PACE Awards.  Our customers and
now independent industry judges have recognized Federal-Mogul for
developing innovative solutions to solve the industry's most
pressing challenges for fuel efficiency, emissions reduction and
improved vehicle safety.  Through strong financial performance,
customer recognition and leading technology accomplishments we are
demonstrating our capability to generate sustainable global
profitable growth," Mr. Alapont said.

    * Analysts' expectations according to Thomson Reuters
      I/B/E/S dated April 27, 2010.

    * Operational EBITDA is defined as earnings before interest
      income taxes, depreciation and amortization, and certain
      items such as restructuring and impairment charges
      Chapter 11-related reorganization expenses, gains and
      losses on the sales of businesses, and the expense
      relating to U.S.-based funded pension plans.

    * Cash flow is equal to net cash provided from (used by
      operating activities less net cash used by investing as
      set forth on the attached statement of cash flows,
      excluding cash received from the 524(g) Trust and impacts
      of the Chapter 11 plan of reorganization.

             Reorganized Federal-Mogul Corporation
                         Balance Sheet
                         (In millions)

                            Assets

                                           March 31     Dec. 31
                                             2010        2009
                                           --------    --------
Current Assets:
Cash and equivalents                         $1,028      $1,034
Accounts receivable, net                      1,018         950
Inventories, net                                842         823
Prepaid expenses & other current assets         231         221
                                           --------    --------
Total current assets                           3,119       3,028

Property, plant and equipment                  1,762       1,834
Goodwill & indefinite-lived
intangible assets                             1,427       1,427
Definite-lived intangible assets, net            503         515
Other non-current assets                         320         323
                                           --------    --------
Total Assets                                  $7,131      $7,127
                                           ========    ========

             Liabilities and Shareholders' Equity

Current liabilities:
Short-term debt &
current portion of long-term debt              $97         $97
Accounts payable                                576         537
Accrued liabilities                             408         410
Current portion of postemployment
benefit liability                               60          61
Other current liabilities                       159         175
                                           --------    --------
Total current liabilities                      1,300       1,280

Long-term debt                                 2,758       2,760
Postemployment benefits                        1,284       1,298
Long-term portion of deferred income taxes       496         498
Other accrued liabilities                        187         192

Shareholders' equity:
  Preferred stock                                 -           -
  Common stock                                    1           1
  Additional paid-in capital                  2,150       2,123
  Accumulated deficit                          (498)       (513)
  Accumulated other comprehensive loss         (607)       (571)
  Treasury stock, at cost                       (17)        (17)
                                           --------    --------
Total Shareholders' Equity                     1,029       1,023
                                           --------    --------
Noncontrolling interests                          77          76
                                           --------    --------
Total Liabilities and Shareholders' Equity    $7,131      $7,127
                                           ========    ========


                   Federal-Mogul Corporation
                    Statement of Operations
                         (In millions)

                                             Three Months Ended
                                                  March 31
                                           --------------------
                                             2010        2009
                                           --------    --------
Net sales                                     $1,489      $1,238
Cost of products sold                         (1,235)     (1,080)
                                           --------    --------
Gross margin                                     254         158

Selling, general & administrative expenses      (184)       (184)
Interest expense, net                            (33)        (34)
Amortization expense                             (12)        (12)
Equity earnings of unconsolidated affiliates       7            -
Restructuring expense, net                        (1)        (38)
Other (expense) income, net                      (21)         13
                                           --------    --------
Income (loss) before Income Taxes                 10         (97)

Income Tax Benefit (Expense)                       7          (4)
                                           --------    --------
Net Income (Loss)                                $17       ($101)
Less net income attributable to
  non-controlling interests                      (2)           -
                                           --------    ---------
Net Income (Loss) attributable to
  Federal-Mogul                                 $15       ($101)
                                           ========    =========


                   Federal-Mogul Corporation
                    Statement of Cash Flows
                         (In millions)

                                             Three Months Ended
                                                  March 31
                                           --------------------
                                             2010        2009
Cash Provided From (Used By)                --------    --------

Operating Activities:
Net income (loss)                                $17       ($101)
Adjustments to reconcile
net income (loss) to net cash:
  Depreciation and amortization                  81          77
  Cash received from 524(g) Trust                 -          40
  Payments to settle non-debt liabilities
   subject to compromise, net                   (14)        (49)
  Loss on Venezuelan currency devaluation        20           -
  Equity earnings of non-consolidated
   affiliates                                    (7)          -
  Cash dividends received from
   non-consolidated affiliates                   20           -
  Gain on sale of property, plant and
   equipment                                     (2)          -
  Change in postemployment benefits               7          14
  Change in deferred taxes                      (27)         (3)
Changes in operating assets & liabilities:
  Accounts receivable                           (83)        (66)
  Inventories                                   (36)        (22)
  Accounts payable                               56        (107)
  Other assets & liabilities                     48          57
                                           --------    --------
Net Cash Provided From Operating Activities       80        (160)

Cash Provided From (Used By)
Investing Activities:
Expenditures for property, plant & equipment     (46)        (45)
Net proceeds from the sale of property             2           -
                                           --------    --------
Net Cash Used by Investing Activities            (44)        (45)

Cash Provided From (Used By)
Financing Activities:
Principal payments on term loans                  (7)         (7)
(Decrease) increase in other long-term debt       (1)         (1)
(Decrease) increase in short-term debt             1           2
Net payments from factoring arrangements         (14)         (9)
                                           --------    --------
  Net Cash (Used By) Investing Activities       (21)        (15)

  Effect of Venezuelan currency                 (16)          -
   devaluation on cash

  Effect of foreign currency exchange rate       (5)         (4)
   fluctuations on cash
                                           --------    --------
  Effect of foreign currency fluctuations       (21)         (4)
   on cash

(Decrease) increase in Cash and Equivalents       (6)       (224)

Cash and equivalents at beginning of period    1,034         888
                                           --------    --------
Cash and equivalents at end of period         $1,028        $664
                                           ========    ========

                         About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: UST Wants Fees Paid Prior to Final Decree
--------------------------------------------------------
Reorganized debtor-affiliates of Federal Mogul Corp. are asking
the U.S. Bankruptcy Court for the District of Delaware to enter a
final decree closing 75 of the their 82 Chapter 11 cases, pursuant
to Section 350(a) of the Bankruptcy Code, Rule 3022 of the Federal
Rules of Bankruptcy Procedure and Rule 5009-1 of the Local
Bankruptcy Rules of the District of Delaware.

Roberta A. DeAngelis, as Acting United States Trustee for Region
3, reserves her rights with respect to the Reorganized Debtors'
request for issuance of final decree closing certain of their
Chapter 11 cases.

Prior to any final decree, the Reorganized Debtors must fully
comply with the United States Trustee Operating Guidelines and
Reporting Requirements for Chapter 11 cases concerning any and all
post-confirmation operating and disbursement reports, and must pay
any and all fees due in these cases pursuant to Section 1930(a)(6)
of the Judicial and Judiciary Procedures Code, Ms. DeAngelis
contends.  The payment of Quarterly Fees is not only a requirement
of confirmation but the payment of Quarterly Fees in each case is
required until the cases are converted, dismissed or closed and
final decreed, she points out.

"The payment of Quarterly Fees is required by law and the
obligation to pay Quarterly Fees may not be averted, abrogated or
avoided," Ms. DeAngelis argues.  She adds that local bankruptcy
rules for the district provide that Quarterly Fees must be paid
prior to the filing of a motion to close a bankruptcy case, and
post-confirmation reports are also required to be filed.

The U.S. Trustee, therefore, reserves and any all rights, remedies
and obligations to, inter alia, complement, supplement, augment,
alter, substitute and modify her Reservation of Rights, file an
objection if necessary, file an appropriate motion, to take any
further action as may be required or to conduct all discovery as
may be deemed necessary or as may be required and to assert other
grounds as may become apparent.

                         About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Files 2009 Asbestos PI Trust Annual Report
---------------------------------------------------------
Kirk Watson, Edward D. Robertson, Jr., and Ken M. Kawaichi, the
trustees of the Federal-Mogul Asbestos Personal Injury Trust
created pursuant to the Fourth Amended Joint Plan of
Reorganization, submitted an annual report containing audited
financial statements and claims summary for the fiscal years
ending December 31, 2008 and 2009.

The Annual Report fulfills the reporting requirements of the
Federal-Mogul Asbestos Personal Injury Trust Agreement and reports
to the Court on the financial position of the Trust as of December
31, 2009 and 2008 and the results of its operations and its cash
flows for the year then ended December 31, 2009, and for the
period from December 27, 2007, through December 31, 2008.

A full-text copy of the Annual Report can be obtained for free at
http://bankrupt.com/misc/FMC_PITrust_2009AnnualReport.pdf

According to the Annual Report, the PI Trust has total assets of
$336,867,868 and total liabilities of $6,290,225, with
$330,577,643 of net assets available for the payment of PI claims.

                         About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FRASER PAPERS: Completes Sale of Thurso Pulp Mill
-------------------------------------------------
Fraser Papers Inc. disclosed that on April 30, 2010, it completed
the sale of its pulp mill located in Thurso, Quebec to Fortress
Specialty Cellulose Inc.

Fraser Papers remains under creditor protection pursuant to the
provisions of the Companies' Creditors Arrangement Act ("CCAA"),
with its stay of proceedings having been extended by the court to
July 9, 2010.

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FX LUXURY: Taps Kent Appraisal as Real Estate Appraiser
-------------------------------------------------------
FX Luxury Las Vegas I, LLC, has sought permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Kent
Appraisal Services as real estate appraiser.

Kent Appraisal will:

     (a) prepare any information, data and materials necessary to
         provide an updated valuation of the Properties, as may be
         required throughout this Chapter 11 Case;

     (b) assist in preparing any information and data regarding
         valuation of the properties required to achieve
         confirmation of Debtor's Chapter 11 plan of liquidation,
         should a sale of the properties not be consummated;

     (c) testify at the Plan confirmation hearing, if necessary;
         and

     (d) provide any other real estate appraisal, consultation or
         Research services requested by the Debtor as the Debtor
         and Kent Appraisal Services will mutually agree.

Kent Appraisal's services won't be duplicative of any other
professional employed or retained by Debtor.

Heidi H. Kent, president of Kent Appraisal, says that the firm
will be paid $300 per hour for its services.

Ms. Kent assures the Court that Kent Appraisal is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

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.

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


GAYLORD ENTERTAINMENT: Flooding Won't Affect Move Moody's Rating
----------------------------------------------------------------
Moody's Investors Service stated that the B3 Corporate Family and
Probability of Default ratings and the Stable rating outlook for
Gaylord Entertainment Co. will not immediately be affected by the
closure -- initially believed for several months -- of its Gaylord
Opryland Resort due to severe flooding.

Moody's last rating action for Gaylord occurred on May 8, 2009,
when Moody's downgraded the company's Corporate Family Rating and
Probability of Default Rating to B3 from B2, and the senior
unsecured ratings to Caa2 from Caa1.  The company's Speculative
Grade Liquidity rating of SGL-2 was affirmed and the outlook is
stable.

Gaylord Entertainment Company, headquartered in Nashville,
Tennessee, is a hospitality and entertainment company.  Gaylord
owns and operates several convention centers and resorts located
in Tennessee, Florida, Texas, and Washington, D.C.  The company
specializes in hosting large conferences and conventions.
Revenues are approximately $900 million.


GAYLORD ENTERTAINMENT: S&P Puts 'B' Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Nashville, Tenn.-based Gaylord Entertainment Co., along
with all related issue-level ratings, on CreditWatch with negative
implications.

The CreditWatch listing follows the unprecedented flooding of the
Cumberland River in Nashville, Tenn., to which the Gaylord
Opryland Resort sits adjacent.  Opryland has closed due to flood
damage and the company has indicated the hotel will remain closed
for several months.  S&P's concerns stem from the likely negative
impact of the closure on Gaylord's cash flow, of which Opryland
contributed approximately $66 million (approximately 29% of
property consolidated cash flow) during the 12 months ended
March 31, 2010.  In addition, the CreditWatch listing reflects
Standard & Poor's expectation that flooding will likely have a
negative impact on the overall Nashville market.  Although the
company carries business interruption and property insurance
associated with flood damage, with an aggregate limit of
$50 million, S&P is concerned that this amount may not be
adequate.  Moreover, S&P anticipate that it will take several
quarters to fully realize claim proceeds.

Notwithstanding this event, Gaylord has good liquidity for the 'B'
rating, with $291 million available under its $300 million
revolving credit facility and $180 million of unrestricted cash on
hand as of March 31, 2010.  Revenue per available room for
Gaylord's hotel portfolio decreased 0.6% and total RevPAR
increased 1.5% in the first quarter of 2010, signifying an
increase in group occupancy and positive spending trends across
the properties.  While there is presently adequate cushion
relative to the company's financial maintenance covenants, S&P
will continue to monitor the covenant cushion relative to the loss
of cash flow from Opryland and, to a lesser extent, any impact
from the flooding to Gaylord's Radisson Hotel, which is also
located in Nashville.  S&P expects the company to initially
utilize cash on hand to fund flood repair and mitigate expected
cash flow loss.

"S&P will resolve its CreditWatch listing after additional details
associated with this incident become available, allowing us to
both evaluate Gaylord's ability to address flood damage and the
impact of the Opryland closure to overall cash flow," said
Standard & Poor's credit analyst Emile Courtney.  "S&P's analysis
will focus on the company's liquidity profile and its ability to
remain in compliance with financial maintenance covenants."


GENERAL GROWTH: Hearing on $6.55BB Brookfield Deal Tomorrow
-----------------------------------------------------------
General Growth Properties, Inc., asks Judge Allan Gropper of the
U.S. Bankruptcy Court for the Southern District of New York to
approve its proposed 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, Inc., Pershing Square Capital
Management and Fairholme Funds, according to a public statement
dated May 3, 2010.

GGP will continue to consider competitive proposals and expects to
select its plan for emergence from bankruptcy in early July.

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

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

              Terms of the Revised BFP Proposal

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

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

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

  * The interim warrants to be issued to the investment parties
    as part of the transaction will vest over time rather than
    immediately as follows:

    -- 40% upon Bankruptcy Court approval
    -- 20% on July 12
    -- Remainder would continue to vest pro rata through
       expiration of commitment;

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

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

Several closing conditions were eliminated or made less
restrictive, including:

  -- lowering liquidity thresholds and raising debt limits; and

  -- securing an equity commitment by the Revised BFP Proposal,
     and thus setting a floor value on GGP's equity, eliminates
     GGP's market risk exposure between entry into the Revised
     Investment Agreements and the end of the capital commitment
     period.

The Revised Investment Agreements also assure increased liquidity
through the availability of a $500 million backstop rights
offering.

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

A full-text copy of the amendments to the Investment Agreements is
available for free at:

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

             GGP Defends Choice of Brookfield's Proposal

"With the Revised BFP Proposal, GGP now has secured commitments
for all financing necessary to emerge from Chapter 11,
eliminating any risk of full payment to creditors and putting it
in the best possible position to maximize long-term
shareholder value," Marcia L. Goldstein, Esq., at Weil, Gotshal &
Manges LLP, in New York -- counsel to the Debtors, tells the
Court in papers responsive to the Bidding Procedures Motion.

"The issue for the Board is not which of the two proposals is
cheapest today, but rather which is the overall best transaction
for GGP, providing the greatest certainty of closing and
maximizing future value for GGP shareholders," Ms. Goldstein
contends.

In fact, Ms. Goldstein asserts that GGP and its board of
directors have given careful consideration to Simon Property
Group, Inc.'s April 21, 2010 revised proposal and Simon's
assertion on why GGP should pay for an equity sponsorship
commitment from the Commitment Parties when a similar investment
commitment is available from Simon with no apparent cost to
shareholders.  GGP has thus determined that, notwithstanding the
cost of the Warrants, the Revised BFP Proposal provides more
longterm shareholder value and is the preferred financing
transaction because:

  (1) All other things being equal, a "free" financing proposal
      would be better than one that includes the cost of the
      Warrants.  But all things are not equal here, Ms.
      Goldstein asserts.  The advantages of having Brookfield as
      an equity sponsor, in comparison to having Simon as a
      minority investor with uncertain future intentions,
      outweigh the costs of the Warrants and ultimately will
      provide more value to shareholders, she asserts.

  (2) The Board believes that the Revised BFP Proposal,
      notwithstanding its up front costs, better preserves
      GGP's ability to foster competitive bidding in its process
      to emerge from Chapter 11, and may also deliver a whole
      company transaction with a change of control premium --
      either before or after Chapter 11 emergence.

The Revised BFP Proposal also provides several other financial
and nonfinancial benefits to GGP, Ms. Goldstein notes.  For one,
Brookfield's experience as a long-term investor adroit at
recapitalizing companies will provide value to GGP, as Brookfield
has agreed to provide its expertise in managing, leasing, and
selling office assets at no cost to GGP, she says.  In addition,
Brookfield has agreed to assist GGP and GGO with raising capital,
she adds.

Simon cannot challenge the Board's decision through second-
guessing its informed business judgment nor can it substitute its
self-interested judgment for that of the Board which has a
fiduciary obligation to GGP stakeholders, Ms. Goldstein contends.
However, the Board will continue to analyze Simon's offer made on
May 2, 2010, she says.  As a part of that analysis, GGP will
consider, among other factors, change of control premiums have
been in excess of 25%.  In fact, a Simon change of control
transaction presents significant uncertainty of closing due to
the likelihood of review by antitrust authorities, she points
out.  Since Simon and GGP are competitors, a proposed transaction
between them may well be reviewed by one of the U.S.' antitrust
authorities, she relates.  That investigation is likely to take a
number of months with no certainty of the outcome, she stresses.

In contrast, the Revised BFP Proposal presents none of those
risks, she asserts.  Although the Revised BFP proposal is
technically more "expensive" to shareholders on its face because
it includes the Warrants, it gives GGP closing certainty with a
crucial capital infusion, and allows the company to preserve its
future options and the opportunity to obtain a meaningful change
of control premium in a future transaction, she maintains.

"Simply put, GGP has concluded that accepting a minority
investment from Simon -- even one without the Warrants -- would
likely deter other parties from putting together a competing
proposal and overall create a one-horse race," Ms. Goldstein
says.

                  Brookfield Expresses Anti-trust
                    Concerns on Simon's Proposal

REP Investments LLC, an affiliate of Brookfield, joins in GGP's
reply to the Bidding Procedures Motion.

In addition, REP Investments asserts that the regulatory concerns
are real and palpable under relevant and persuasive authority and
calling those issues "baseless" as Simon said mischaracterizes
prior judicial and regulatory precedent, which has flatly
rejected Simon's so called fixes, counsel to REP Investments,
Marc Abrams, Esq., at Wilkie Farr & Gallagher LLP, in New York --
mabrams@wilkie.com --  counsel to REP Investments contends.

Simon is GGP's largest and closest competitor, and not just
"another large competitor," as was the situation In re United
States v. AT&T Corp. and Tele-Communications, Inc., 64 Fed. Reg.
2506 (Jan. 14, 1999).  If Simon is required to purchase more GGP
stock to satisfy its backstop commitment, its economic interest
would be even higher, and may reach as high as 45%, Mr. Abrams
points out.  At best, Simon's proposal raises antitrust concerns
under Section 7 of the Clayton Act because:

  * The Federal Transportation Commission and U.S. Department of
    Justice have recently recognized the anticompetitive
    potential of partial ownership of one competitor by another
    in their new proposed Horizontal Merger Guidelines released
    April 20, 2010.  According to those Guidelines, the agencies
    will "review acquisitions of minority positions involving
    competing firms, even if those minority positions do not
    necessarily or completely eliminate competition between the
    parties to the transaction.

  * In the AT&T case law, the DOJ blocked AT&T, then "the
    largest provider of mobile wireless telephone services
    in the nation," from acquiring 23.5% of Sprint PCS because
    that acquisition would lessen competition in violation of
    Section 7.

  * Simon's proposals to designate "independent" directors and
    divorce its voting and economic interests do not obviate the
    serious antitrust risks posed by the acquisition of an
    interest by one competitor in another.  By acquiring a
    significant ownership stake in its direct and largest
    competitor, Simon's proposal would alter competition in the
    marketplace dramatically.

  * The federal antitrust authorities agree as to the importance
    of divestitures and the ineffectiveness of firewalls and
    recusals.

  * The mere existence of passive overlapping economic ownership
    among competitors may chill competition, regardless of
    corporate governance changes and voting restrictions.

"If the dice is rolled with Simon and the antitrust risk
materializes, the consequences to GGP could be devastating," Mr.
Abrams asserts.

                      Simon's May 2 Offer

Simon offered about $5.8 billion in stock and cash to buy GGP and
said it would pay down about $7 billion of unsecured debt, Daniel
Taub and Tiffany Kary of Bloomberg News report, citing a person
with knowledge of Simon's new bid.

Under Simon's May 2 offer, Simon would pay $13.25 a share for the
New GGP -- $10 in Simon stock and $3.25 in cash -- and would
backstop a $5-a-share offering for GGO, the person disclosed to
Bloomberg.

Bloomberg's source further related to Simon would also pay down
about $7 billion in unsecured GGP debt and assume more than $20
billion of mortgages.

The person noted that Simon won't make any more proposals should
its latest one be turned down or if the Court approves
Brookfield's offer, Bloomberg says.

"It's been pretty clear that Brookfield wants to win this thing,
and for Simon its not an everyday occurrence to get a portfolio
the size and scale of GGP," Alexander Goldfarb, an analyst with
Sandler O'Neill & Partners LP, was quoted as saying in an
Bloomberg interview.

In a Court filing, Simon withdrew its response to the Bidding
Procedures Motion, solely as modified by the Debtors' Reply
seeking approval of the Revised BFP Proposal and otherwise
reserves all of its rights and remedies.

Simon's Response previously contained the company's revised offer
dated April 21, 2010.

                    Bidding Procedures Hearing
                        Adjourned to May 7

In a public statement dated April 30, 2010, GGP disclosed that
the hearing to consider the Bidding Procedures Motion is
adjourned from May 4, 2010 to May 5, 2010.

Subsequently, GGP said the Bidding Procedures Hearing is further
adjourned to May 7, 2010, according to a public statement dated
May 4, 2010.

                       About General Growth

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

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

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


GENERAL GROWTH: Weil Gotshal Bills $13MM for Sept.-Feb. Work
------------------------------------------------------------
Professionals employed and retained in the Debtors' Chapter 11
cases filed applications for allowance of fees and reimbursement
of expenses, pursuant to Section 331 of the Bankruptcy Code for
these periods:

Firms                      Period            Fees     Expenses
-----                      ------            ----     --------
Cushman & Wakefield,     09/01/09-       $646,844      $48,158
Inc.                     01/31/10

Cushman & Wakefield,     01/01/10-        $77,893       $8,562
Inc.                     01/31/10

Cushman & Wakefield,     02/01/10-       $209,787            0
Inc.                     02/28/10

Miller Buckfire & Co.,   09/01/09-     $1,312,922      $68,539
LLC                      01/31/10

Weil, Gotshal &          09/01/09-     $9,973,203     $320,140
Manges LLP               01/31/10

Weil, Gotshal &          02/01/10-     $3,103,099      $59,525
Manges LLP               02/28/10

PricewaterhouseCoopers   09/01/09-        $92,105         $100
LLP                      01/31/10

Hewitt Associates LLC    04/16/09-       $382,765       $6,612
                         08/31/10

Hewitt Associates LLC    09/01/09-        $87,858       $2,219
                         01/31/10

Deloitte Tax LLP         09/01/09-       $322,440       $1,386
                         01/31/10

Deloitte & Touche LLP    09/01/09-     $1,636,788       $8,067
                         01/31/10

Ernst & Young LLP        09/01/09-       $406,356       $3,189
                         01/31/10

Ernst & Young LLP        02/01/10-        $63,327           $0
                         02/28/10

AlixPartners, LLP        09/01/09-     $5,663,996     $269,966
                         01/31/10

Saul Ewing LLP           09/09/09-     $1,161,453      $28,271
                         01/31/10

Saul Ewing LLP           02/01/10-       $369,843       $6,112
                         02/28/10

Jenner & Block LLP       09/01/09-       $460,641     $174,011
                         01/31/10

Kirkland & Ellis LLP     09/01/09-    $11,331,069     $327,318
                         01/31/10

Houlihan Lokey           09/01/09-     $1,100,000      $40,166
Howard & Zukin           01/31/10
Capital, Inc.

FTI Consulting, Inc.     09/01/09-       $969,800      $24,981
                         01/31/10

FTI Consulting, Inc.     02/01/10-       $170,470       $2,777
                         02/28/10

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

Akin Gump Strauss        02/01/10-     $1,155,564      $50,538
Hauer & Feld LLP         02/28/10

Bracewell & Giuliani LLP 12/01/09-       $122,930     $126,406
                         12/31/09

Bracewell & Giuliani LLP 01/01/10-        $83,576      $31,588
                         01/31/10

Grant Thornton LLP       01/01/10-         $3,725       $2,749
                         02/28/10

Epiq Bankruptcy          03/01/10-           $453           $0
Solutions, LLC           03/31/10

Hughes Hubbard &         01/22/10-        $92,807         $384
Reed LLP                 02/28/10

Miller Buckfire is the Debtors' financial advisor.  Weil Gotshal
and Kirkland & Ellis serve as the Debtors' counsel.  AlixPartners
is the Debtors' restructuring advisor.  Akin Gump acts as the
Official Committee of Unsecured Creditors' counsel.  Cushman &
Wakefield is the Debtors' appraiser.  Jenner & Block acts as the
Debtors' special litigation counsel.  FTI Consulting serves as
the Committee's financial advisor.  Deloitte & Touche is the
Debtors' independent auditor while Deloitte Tax provides tax
services to the Debtors.  Ernst & Young acts as the Debtors' tax
consultant.  PwC is the Debtors' tax advisor.  Saul Ewing is
counsel to the Official Committee of Equity Security Holders.
Hughes Hubbard is counsel to the Fee Committee.  Epiq serves as
the Creditors Committee's notice agent.  Grant Thornton is the
Debtors' tax advisor.  Bracewell & Giuliani LLP is the Debtors'
special counsel.

Saul Ewing LLP amends (a) the blended attorney rate provided on
the compensation by professional summary sheet of the firm's
first monthly fee application; (b) the blended attorney rate
provided on the compensation by professional summary sheet of the
firm's second monthly rate; and (c) the blended attorney rate,
and the total compensation of a partner provided on the
compensation by professional summary sheet of the firm's first
interim fee application.  A full-text of the revisions is
available for free at:

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

                       About General Growth

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

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

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


GENERAL GROWTH: Files Amendment No. 2 to Form 10-K
--------------------------------------------------
General Growth Properties, Inc. filed with the U.S. Securities
and Exchange Commission on April 30, 2010, an amendment no. 2 to
Form 10-K for the year ended December 31, 2009 to provide
additional information required by Part III of Form 10-K and
amend an exhibit index contained in Part IV.  Part III contains
information related to the directors of GGP.  Specifically, GGP's
board of directors is currently comprised of 10 members.  GGP's
bylaws divide the Board into three classes with each class of
directors serving a three-year term.  The terms of office of the
classes of directors expire in rotation so that one class is
elected at each annual meeting for a full three-year term.

Class I directors with terms expiring at the 2010 annual meeting
are Adam Metz, Thomas Nolan and John Riordan.  Class II directors
with terms expiring at the 2011 annual meeting are Alan Cohen,
John Haley, Shelin Rosenberg and Beth Stewart.  Class III
directors with terms expiring at the next annual meeting are John
Bucksbaum, Debra Cafaro, and Anthony Downs.

GGP says this Amendment No. 2 on Form 10-K/A does not change the
previously reported financial statements or any of the other
disclosures in Part I or Part II of the Form 10-K filed on
March 1, 2010, as amended by amendment no. 1 on Form 10-k/A dated
March 2, 2010.

                       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: Sale to U.S. Govt. Upheld in 83-Page Opinion
------------------------------------------------------------
U.S. District Judge Robert W. Sweet in New York issued an April 27
opinion upholding the sale of old General Motors Corp. in July to
a new company 61%-owned by the U.S. government.

Bloomberg News reported that Oliver Addison Parker, a lawyer who
owned unsecured bonds, brought the appeal.  Mr. Parker, who
represented himself, wasn't seeking to overturn the sale.
Instead, he only wanted Judge Sweet to find defects in the sale
and order that his bonds be paid in full.

According to the report, Judge Sweet dismissed the appeal as moot
because Mr. Parker sought no stay pending appeal and there was a
"comprehensive change in circumstances" when the sale was carried
out.  Consequently, Judge Sweet said there was no ability to grant
effective relief on appeal even if the sale was defective.  Judge
Sweet also analyzed a multitude of other alleged defects and found
none of Parker's arguments to have merit.

                       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)


GHOST TOWN: American Heritage to Pay $7 Mil. to Branch Banking
--------------------------------------------------------------
Jon Ostendorff at Citizen-Times.com says the Hon. George Hodges
of the U.S. Bankruptcy Court in Asheville approved an agreement
wherein American Heritage Family Parks LLC will pay $7 million to
Branch Banking & Trust, largest creditor of Ghost Town in the Sky,
and $300,000 to a host of smaller businesses owed money.

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operates an amusement park.  The Debtor filed for Chapter 11
protection on March 11, 2009 (Bankr. W.D. N.C. Case No. 09-10271).
David G. Gray, Esq., at Westall, Gray, Connolly & Davis, P.A., and
William E. Cannon, Jr., at Brown, Ward & Haynes P.A., represent
the Debtor in its restructuring efforts.  In its bankruptcy
petition, the Debtor listed total assets of $13,035,300 and total
debts of $12,305,672.


GUIDED THERAPEUTICS: Extends License Agreement with Konica
----------------------------------------------------------
Guided Therapeutics Inc. executed an agreement to extend its
license agreement with Konica Minolta Opto Inc. to co-develop non-
invasive cancer detection products for one year.  KMOT will pay GT
a $750,000 fee for the extension.  Additionally, the Agreement
provides for a subsequent one-year renewal upon the written
agreement of the parties.  The original agreement was a one-year
exclusive negotiation and development agreement of optimization of
GT's microporation system for manufacturing, regulatory approval,
commercialization and clinical utility, which was entered into by
GT and KMOT in April 2009. GT initially received $750,000 under
this agreement.

On January 28, 2010, the company entered into an agreement with
Konica Minolta Opto to co-develop new, non-invasive cancer
development products.  Pursuant to the Agreement, GT will receive
approximately $1.59 million over a one-year term in exchange for
KMOT's right to purchase prototype devices and rely on GT to
establish the technical approach and regulatory strategy for
potential entry of the new products into the U.S. and
international markets.  The new products are for the detection of
esophageal and lung cancer, and are based on GT's Light Touch non-
invasive cervical cancer detection technology, which is undergoing
the U.S. Food and Drug Administration's premarket approval
process.

These Agreements are part of an ongoing collaboration between GT
and KMOT.

                     About Guided Therapeutics

Norcross, Georgia-based Guided Therapeutics, Inc. (Pink Sheets:
GTHP) is a medical technology company focused on developing
innovative medical devices that have the potential to improve
health care.  The Company is currently focused on completing the
development of cervical cancer detection device.

                            *    *    *

At September 30, 2009, the Company had $1,385,000 in total assets
against $12,694,000 in total liabilities, resulting in $11,309,000
in capital deficit.


GUNNALLEN FINANCIAL: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------------
GunnAllen Financial, Inc., has filed with the U.S. Bankruptcy
Court for the Middle District of Florida an amended list of its 20
largest unsecured creditors:

   Entity                                      Claim Amount
   ------                                      ------------
5002 West Waters, LLC
1395 Brickell Avenue
Miami, FL 33131                                 $22,821,958

Honigman, Miller,Schwartz & Cohn
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226-3506                             $467,501

Canon Financial Services, Inc.
P.O. Box 4004
Carol Stream, IL 60197-4004                        $285,714

Paduano & Weintraub LLP                            $178,441

De Lage Landen                                     $174,826

Alphastaff, Inc.                                   $125,000

Key Equipment Finance Inc.                         $111,570

AFCO                                               $101,190

DDI Leasing, Inc.                                   $83,400

Lewis Brisbols Bisgaard & Smith, LLP                $75,000

Wilson, Elser, Moskowitz, Edelman                   $64,950

Razorback Foundation, Inc.                          $64,427

FINRA                                               $53,693

Saretsky Hart Michaels & Gould PC                   $51,208

Akerman Senterfitt                                  $40,870

Maddin Hauser Wartell Roth & Heller                 $40,299

Jones, Bell, Abbott, Fleming et al.                 $36,255

Sungard Brass                                       $35,043

Sungard Business Systems, LLC                       $34,905

Sichenzia, Ross, Friedman & Ference                 $33,999

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.


GUNNALLEN FINANCIAL: Taps Stitchter Riedel as Bankruptcy Counsel
----------------------------------------------------------------
Gunnallen Financial, Inc., has sought permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Stitchter, Riedel, Blain & Prosser, P.A., as bankruptcy counsel.

Stitchter Riedel will, among other things:

     a. prepare motions, applications, orders, reports, pleadings,
        and other legal papers;

     b. appear before the Court, any appellate courts, and the
        U.S. Trustee to represent and protect the interests of the
        Debtor;

     c. take legal steps to confirm a plan of reorganization; and

     d. represent the Debtor in adversary proceedings, contested
        matters, and matters involving administration of the case,
        both in federal and in state courts.

Harley E. Riedel, II, an attorney at Stichter Riedel, says that
the firm received the aggregate sum of $90,000 from the Debtor as
a retainer.  Stichter Riedel performed legal services for the
Debtor prior to the filing of the Chapter 11 petition.  All
services were performed in connection with or were related to the
filing of the case.  The retainer was to be applied first to
prepetition services (including costs) and the balance was to
reduce Stichter Riedel's application for postpetition fees and
costs.

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

Tampa, Florida-based GunnAllen Financial, Inc., filed for Chapter
11 bankruptcy protection on April 26, 2010 (Bankr. M.D. Fla. Case
No. 10-09635).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


HARBOUR EAST: Wants to Sell Two Condominium Units
-------------------------------------------------
Harbour East Development, Ltd., has asked for authorization from
the U.S. Bankruptcy Court for the Southern District of Florida to
sell two condominium units free and clear of liens, claims and
encumbrances.

The two proposed sales are: Carrenty, Unit 501 at an adjusted
price of $650,000 and Kempinski, Unit 802 at an adjusted price of
$575,000.  The Debtor and its special counsel, Frankel and Blass,
are working with the buyers (each, a "Purchaser") and their
lenders to set closing dates for the sales.  The Debtor desires to
obtain all requisite authority to transfer title to these
Purchasers in exchange for the payment of the applicable purchase
price for such Purchaser's Pending Sale Unit.

The Debtor proposes to hold the net proceeds of sale in interest
bearing accounts pending an order of court determining the
priority of the competing claims to the proceeds or stipulation of
the all secured parties to a distribution of the proceeds, after
deduction of normal and customary closing costs, any applicable
commissions, and an amount equal to 6 months unpaid assessments,
which amount will be paid to The CIELO on the Bay Condominium
Association, Inc. (the Association) which has a lien on individual
condominium units for unpaid assessments.  The Association has
also reviewed and approved the contracts and the proposed sale
price and will consent to the sale provided it receives the unpaid
assessments that accrued in the six months prior to the sale.  The
Net Sale Proceeds arising from the sale of the units will be held
in segregated accounts pending the determination of the parties
respective rights therein.

The Debtor asks the Court to approve the Debtor's payment of
normal and customary closing costs out of the gross proceeds of
sale, including recording costs, title insurance premiums, the
closing agent fee, the Debtor's attorneys fees relating to the
negotiation of the contracts and the actual closing of the Units
and the like.

The Debtor further requests that the Court waive the 10-day stay
so that the order authorizing the sales will be immediately
enforceable.

The Debtor requests that the Court approve these procedures:

     a. The Debtor will provide to (a) 7935 NBV, (b) the
        Association, and (c) any other party asserting a lien
        against the Property (collectively, the "Sales Notice
        Parties") a notice of the units and their proposed
        listing prices (the "Price Notice") and notice of the
        units for which a purchase and sale agreement has been
        received by the Debtor (the "Contact Notice"), which
        notice will set forth the proposed gross cash sale prices
        offered by the prospective purchaser;

     b. Any Sales Notice Party objecting to the Price Notice or
        the Contact Notice must provide written notice to the
        Debtor within 10 days of receipt of the Price Notice or
        Contract Notice;

     c. If the Debtor does not receive an objection to the Price
        Notice within the 10-day period, the Debtor may proceed to
        list the Unsold Units on the MLS or comparable market
        listing service and may execute a purchase and sale
        contact for the units at or within 20% of the Price Notice
        price.  If the Debtor does not receive an objection to a
        Contract Notice with respect to the units, the Debtor may
        proceed to close the sale of the units free and clear of
        all liens, claims and encumbrances.  The Debtor will pay
        all of the Net Sales Proceeds into a segregated interest
        bearing account.  The Debtor may pay any and all normal
        and customary costs of closing and condominium
        assessments.  The Debtor will promptly file with the Court
        a statement of no objection as to the relevant unit and an
        "Agreed Order" authorizing the sale and serve both the
        Statement and the Agreed Order on the Sales Notice
        Parties; and

     d. If any Sales Notice Party timely serves a written
        objection to a Price Notice or a Contract Notice with
        respect to the units, the Sales Notice Party will be
        deemed to have submitted a offer to purchase the
        particular unit for 20% greater than the price specified
        in the Price Notice or Contract Notice upon customary cash
        purchase terms or the terms set forth in the particular
        contract for purchase and sale.

                        About Harbour East

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


HEALTHWAYS INC: Moody's Affirms 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Healthways, Inc., including the Corporate Family Rating of Ba2,
and Probability of Default Rating of Ba3.  Moody's also affirmed
the Ba2 rating on the senior secured term loan and assigned a Ba2
to the revolving credit facility, which was recently amended to
extend the maturity to December 2013 from December 2011.
Concurrently, Moody's changed the rating outlook to negative from
stable and lowered the Speculative Grade Liquidity Rating to SGL-2
from SGL-1.

The negative outlook reflects the significant negative variance in
financial performance of Healthways versus Moody's expectations.
As a result of economic pressures and contract losses over the
last several years, the company has not achieved the growth and
scale that is reflective of the Ba2 rating, nor has Healthways
deleveraged at the pace that Moody's had anticipated.  While an
economic recovery would provide a tailwind to Healthways, the
negative outlook also incorporates Moody's concerns about the
longer-term impact of health reform on Healthways' book of
Medicare Advantage business.

The SGL-2 reflects Moody's expectation that Healthways will
maintain good liquidity over the next twelve months.  The
downgrade in the liquidity rating incorporates Moody's expectation
that cash flow generation will be meaningfully reduced versus last
year due to the reinstatement of bonus payments and changes in
working capital.  Further, there is the risk that Healthways will
need to refund a substantial amount of cash to Medicare (related
to its participation in two Medicare Health Support Pilots which
concluded in 2008) within the next year.  The SGL-2 rating is
supported by the expectation for good availability under the
recently amended and extended revolver as well the expectation for
good cushion under its financial covenants.

Healthways' Ba2 Corporate Family Rating reflects the company's
leading market position in the health management business,
moderate leverage and its commitment to repay debt with free cash
flow.  The ratings remain constrained by the company's relatively
small revenue base and significant customer concentration.

Ratings affirmed/LGD point estimates revised:

* Corporate Family Rating, Ba2

* Probability of Default Rating, Ba3

* $55 million Revolving Credit Facility due 2011, Ba2 (LGD3, 31%)
  from Ba2 (LGD3, 35%)

* Term Loan B due 2013, Ba2 (LGD3, 31%) from Ba2 (LGD3, 35%)

Ratings assigned:

* $345 million Revolving Credit Facility due 2013, Ba2 (LGD3, 31%)

Ratings downgraded:

* Speculative Grade Liquidity Rating, to SGL-2 from SGL-1

The outlook was changed to negative from stable.

The last rating action was November 7, 2006 when Moody's assigned
ratings to Healthways.

Healthways, headquartered in Franklin, Tennessee, provides
specialized, comprehensive healthcare support programs and
services, including disease management, high-risk care management
services and outcomes-driven wellness and health improvement
programs to health plans, employers, governments, and hospitals,
predominantly across the U.S. The company's solutions aim to
maintain or improve the health, productivity and well-being of
millions of people by providing the support for healthier
lifestyles and sustained behavioral changes that help generate
measurable long-term healthcare cost savings.  Healthways'
revenues totaled approximately $714 million for the twelve months
ended March 31, 2010.


HYLANDER JENSEN: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hylander Jensen LLC
        2830 South Jones #1
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-18055

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

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

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

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/nvb10-18055.pdf

The petition was signed by Patricia Hylander, managing member.


ICAHN ENTERPRISES: Declared $0.25 Per Unit Quarterly Distribution
-----------------------------------------------------------------
Icahn Enterprises L.P. has declared a quarterly distribution of
$0.25 per unit on its depositary units, payable in the second
quarter of 2010.  The distribution will be paid on June 3, 2010 to
depositary unit holders of record at the close of business on
May 20, 2010.

Icahn Enterprises will discuss its first quarter results on a
conference call and Webcast on Friday, May 7, 2010 at 10:00 a.m.
EDT.  The Webcast can be viewed live on Icahn Enterprises' website
at www.icahnenterprises.com.  It will also be archived and made
available at www.icahnenterprises.com under the Investor Relations
section.  The toll-free dial-in number for the conference call in
the United States is (800) 938-1410. The international number is
(702) 696-4768. The access code for both is 73229835.

Icahn Enterprises L.P., a master limited partnership, is a
diversified holding company engaged in five primary business
segments: Investment Management, Automotive, Metals, Real Estate
and Home Fashion.

In January 2010, Moody's Investors Service affirmed the Ba3
Corporate Family Rating of Icahn Enterprises L.P. and assigned Ba3
ratings to $2 billion of new senior unsecured notes being issued
by the company.  The new debt is being offered in two tranches due
in 2016 and 2018.  The outlook on the ratings remains negative.


INGRAM PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Ingram Properties, Inc.
        PO Box 1969
        Frisco, TX 75034

Bankruptcy Case No.: 10-41416

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Christopher J. Moser
                   Tel: (214) 871-2100
                   E-mail: cmoser@qsclpc.com
                  Marjorie A. Maxwell
                   Tel: (713) 935-6887
                   E-mail: mmaxwell@myresdale.com
                  Quilling, Selander, Cummiskey & Lownds
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201-3005

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 Sherry Maxwell, vice president.


INN AT MISSOURI: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Inn at Missouri Research Park, LLP
        dba Wingate by Wyndham Hotel
        4144 Lindell Blvd., Suite 216
        St Louis, MO 63108

Bankruptcy Case No.: 10-44907

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: David M. Dare, Esq.
                  Herren, Dare & Streett
                  1051 N. Harrison Ave.
                  St. Louis, MO 63122
                  Tel: (314) 965-3373
                  E-mail: ddare@hdsstl.com

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

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

The petition was signed by Harold Whitfield, company's vice
president..

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Leisure Hotels, LLC       Disputed liquidated    $188,859
                          damages per management
                          contract

Wyndham Hotels Group      Reservations system    $33,000
                          fees

Allied Insurance          Insurance              $10,212

Ameren UE                 Utility charges        $6,117

Chesterfield Fence                               $4,813
Company

SYSCo Food Service        Food service           $4,515

Anchor Services                                  $3,300

J.B. Smith                                       $3,210

Bank of America                                  $2,828

Sunset Pool and Patio     Pool Service           $2,816

Schwend Signs             Signage                $2,815

Missouri Department                              $2,569
of Revenue

HD Supply Facilities                             $2,506
Maintenance, Ltd.

Missouri Logos            Advertising            $2,200
Partnership

IRS                       2009 Payroll Taxes     $1,511

Print Today               Advertising            $1,368

Cintas                                           $1,348

Worldwide Freight                                $1,256
Management

Windstream                                       $1,253

Surety Refrigeration      Refrigeration          $1,250
and Equipment             equipment/repair


INTELSAT SA: Delays Registration Statement for Resale of PIK Notes
------------------------------------------------------------------
Intelsat S.A. and Intelsat (Luxembourg) S.A. said in a Form S-1
Registration Statement under the Securities Act of 1933 filed with
the U.S. Securities and Exchange Commission they are delaying the
effective date of the registration statement.  Pursuant to the
accompanying prospectus, Intelsat said certain securityholders are
selling up to:

     $281,810,000 aggregate principal amount of Intelsat
                  (Luxembourg) S.A.'s 11-1/4% Senior Notes due
                  2017; and

   $1,121,692,472 aggregate principal amount of Intelsat
                  (Luxembourg) S.A.'s 11-1/2%/ 12-1/2 % Senior PIK
                  Election Notes due 2017.

The selling securityholders are funds advised by BC Partners, and
funds advised by Silver Lake.

The 11-1/4% Senior Notes due 2017 and the 11-1/2%/12-1/2% Senior
PIK Election Notes due 2017 were originally issued on June 27,
2008, pursuant to Rule 144A and Regulation S and the new notes
were issued in exchange for the original notes on January 20,
2010.

The selling securityholders are affiliates of Intelsat.  The
Company has agreed to file the prospectus to register the new
notes held by the selling securityholders for resale.  Intelsat
will not receive any proceeds from the sale of the new notes in
this offer.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?6165

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

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


J.C. FLOWERS FUNDS: Bid to Appoint Examiner in Cases Denied
-----------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has preliminarily
denied a bid to appoint an examiner in the Chapter 11 proceedings
of a group of investment funds managed by J.C. Flowers & Co. LLC,
following arguments against the move by both the lenders and the
debtors.

In a filing Monday in the U.S. Bankruptcy Court for the District
of Delaware, Judge Mary F. Walrath denied on a preliminary basis
the U.S. trustee's motion to appoint an examiner, according to
Law360.

As reported in Troubled Company Reporter on April 26, 2010,
Bankruptcy Law360 said lenders are fighting the appointment of an
examiner in the Chapter 11 proceedings of a group of investment
funds managed by J.C. Flowers & Co. LLC, arguing that the move
would have a disruptive effect on already contentious litigation.


KRATOS DEFENSE: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned Kratos Defense & Security
Solutions, Inc. Corporate Family and Probability of Default
ratings of B2, a B2 rating to Kratos's proposed $200 million
secured note issue, and a Speculative Grade Liquidity rating of
SGL-3.  The outlook is stable.

The proposed note will fund Kratos's announced acquisition of
Gichner Holdings, Inc. as well as refinance other debt.  This is
the first time Moody's has rated Kratos debt.

The proposed acquisition of Gichner continues Kratos's acquisitive
profile.  Gichner will improve Kratos's scale, although the pro-
forma size will still be relatively modest compared to others in
the defense services segment.  Gichner operations are expected to
generate incremental earnings and cash flows, and thus provide the
ability to accelerate the use of Kratos's NOL carry-forwards.
Pro-forma credit metrics of debt to EBITDA, EBIT to Interest and
cash flow to debt are generally within the range of other
companies with a B2 CFR.

Kratos itself has generated material profits for only a relatively
short period of time.  Kratos also wrote down a substantial
portion of the purchase price of its previous acquisitions.
Nonetheless, within Kratos's service segments, its margins should
be fairly steady and the comparatively low capital intensity of
the business model should allow sustained free cash flow
generation.  This free cash flow is expected to reduce leverage
and establish greater flexibility in the B2 rating category.
Historically, margins in this segment were affected by integration
expenses and the volume of pass-through invoices for material and
sub-contracted services.  Margins have improved following
management's decision to minimize participation in these
arrangements and progress achieved in aligning its previously
acquired units.  Stable or slightly higher margins are anticipated
given visibility provided by the firm's backlog and expected
organic growth as well as contributions from Gichner.  As a result
of higher federal outlays for security and intelligence services,
Kratos's performance should benefit over the near term given its
position in these sectors.  The issuance of intermediate term
notes will lengthen the company's debt maturity profile and
potentially improve its liquidity once a new revolving credit
facility would be arranged.

Gichner is somewhat different than previous Kratos acquisitions in
that the related financing will introduce higher fixed charges as
well as the capital requirements of inventory and capital
expenditures of a manufacturer.  Moody's anticipate Kratos may
continue with a strategy of supplementing organic trends by
pursuing additional acquisitions which could involve incremental
indebtedness and integration challenges.

The ratings anticipate that Kratos will find the amount raised and
respective terms of the proposed note offering to be acceptable
and that it will close under its proposed acquisition of Gichner.
It also anticipates that Kratos will obtain a new revolving credit
commitment for $25 million with terms substantially identical to
those shared with the rating agency.  Should these transactions
not occur, the ratings may be withdrawn.

The stable outlook is supported by visibility offered by the
company's book of contract awards, expectations of continued
operating profitability, free cash flow and an adequate liquidity
profile.

The SGL-3 rating flows from the expectation that Kratos will
maintain cash balances at a modest level and also generate ongoing
free cash flow.  The absence of any material debt maturities over
the coming year also supports the SGL-3.  The rating also assumes
an adequate back-up revolving credit facility with acceptable
availability post the note issuance will be arranged and provide
sufficient cushion under any applicable financial covenants.

The B2, LGD-4, 54% rating to the new issue of secured notes is
level with the CFR and reflects their significance in the capital
structure as well as their junior status to Kratos's secured bank
credit facility and the application of the PDR of B2.

Ratings assigned

* Corporate Family, B2
* Probability of Default, B2
* $200 million secured notes due 2018, B2, LGD-4, 54%
* Speculative Grade Liquidity rating, SGL-3

The ratings or the outlook could come under negative pressure if
the company were to unexpectedly lose a significant contract
award(s) or enter into debt funded acquisitions or whose
integration, including Gichner, ended-up significantly reducing
margins.  Quantitatively, lower ratings or a negative outlook
could develop if EBITA margins fell to 6% or lower, debt/EBITDA
increased and remained above six times or if negative free cash
flow were experienced for a signficant period of time.  Stronger
ratings or a positive outlook over the near-term are not
anticipated.

Kratos Defense & Security Solutions, Inc., headquartered in San
Diego, CA, operates in two sectors; Kratos Government Solutions
("KGS" representing some 90% of 2009 revenues) and Public Safety
and Security ("PSS" with 10%).


KRATOS DEFENSE: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to San Diego-based defense contractor Kratos Defense
& Security Solutions Inc.  At the same time, S&P assigned its 'B+'
issue-level rating and '3' recovery rating to the company's
proposed $200 million secured notes, indicating expectations of
meaningful (50%-70%) recovery rating in a default scenario.  The
company will offer the notes via Rule 144A with registration
rights.

"Kratos plans to issue $200 million of secured notes to fund the
acquisition of Gichner Holdings Inc. ($133 million), refinance
existing bank debt ($53.5 million), and pay related fees and
expenses," said Standard & Poor's credit analyst Christopher
DeNicolo.  "The company expects the acquisition to close by June
2010," he continued.

The outlook is stable.  Credit protection measures following the
transaction should be average for the ratings, with some modest
improvement likely as earnings increase.  Demand for Kratos'
products and services should remain good for the next few years,
despite slowing defense budget growth.  S&P could lower the
ratings if further debt-financed acquisitions result in debt to
EBITDA above 5.5x and funds from operations to total debt below
10% on a sustained basis.  Although unlikely, S&P could raise the
ratings if debt to EBITDA stays below 3.5x and FFO to total debt
above 20%.


KWM ASSOCIATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: KWM Associates, Inc.
        3500 Regional Drive
        Port Arthur, TX 77642

Bankruptcy Case No.: 10-10279

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Frank J. Maida, Esq.
                  Maida Law Firm
                  4320 Calder Avenue
                  Beaumont, TX 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400
                  E-mail: maidalawfirm@gt.rr.com

Scheduled Assets: $4,086,484

Scheduled Debts: $4,535,429

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

The petition was signed by Kenneth Matthews, president.


L-SOFT INT'L: Emerges From Bankruptcy Protection
------------------------------------------------
L-Soft international has emerged from Chapter 11 protection.  The
U.S. Bankruptcy Court for the District of Maryland has ordered the
case closed.  Effective April 27, this final decree in the case
confirms that the reorganization plan approved by the court last
year is fully administered, concluding the LISTSERV software
firm's Chapter 11 proceedings, says PRWEB.COM Newswire, citing
report from Acquire Media NewsEdge.

L-Soft International, Inc. -- http://www.lsoft.com/--  offers
E-mail list and opt-in E-mail marketing software and hosting
services for managing E-mail newsletters, discussion groups and
marketing campaigns.  The company's products serve more than
110 million list subscriptions.


LA BOTA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: La Bota Development Company, Inc.
        6911 Chessly Chase
        Sugar Land, TX 77479

Bankruptcy Case No.: 10-20376

Chapter 11 Petition Date: May 3, 2010

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

Judge: Richard S. Schmidt

Debtor's Counsel: Steven Douglas Shurn, Esq.
                  Hughes Watters and Askanase
                  Three Allen Center
                  333 Clay, 29th Floor
                  Houston, TX 77002
                  Tel: (713) 759-0818
                  Fax: (713) 759-6834
                  E-mail: sdsecf@hwallp.com

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

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

According to the schedules, the Company says that assets total
$50,362,466 while debts total $13,974,009.

The petition was signed by Albert F. Muller III, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Bank Midwest N.A.                   --                    $414,517
1100 Main, Suite 250
Kansas City, MO 64105

Bank Midwest N.A.                   --                    $137,280
1100 Main, Suite 250
Kansas City, MO 64105

Bank Midwest N.A.                   --                    $132,695
1100 Main, Suite 250
Kansas City, MO 64105

Bank Midwest N.A.                   --                     $32,782

Medical Revenue Services            --                     $31,923

Laredo Medical Center               --                     $31,923

United Independent School District  --                     $26,709

Webb County Tax Assessor            --                     $14,468

City of Laredo                      --                     $14,239

Carranco & Lawson, P.C.             --                      $8,625

Gateway Air Conditioning            --                      $7,036

Anesthia Care Partner               --                      $7,000

Arguidegui Oil Co, II, Ltd.         --                      $4,917

Holt - Cat                          --                      $4,401

Sage Group                          --                      $4,000

Pronote, Inc.                       --                      $4,000

Spark Energy                        --                      $3,800

Nueces Power Equipment              --                      $2,385

Premium Financing                   --                      $1,410

Dixie Watkins                       --                      $1,100


LAREDO ROCK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Laredo Rock Tech Sand & Gravel, LP
        6911 Chessly Chase
        Sugar Land, TX 77479

Bankruptcy Case No.: 10-20377

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Steven Douglas Shurn, Esq.
                  Hughes Watters and Askanase
                  Three Allen Center
                  333 Clay, 29th Floor
                  Houston, TX 77002
                  Tel: (713) 759-0818
                  Fax: (713) 759-6834
                  E-mail: sdsecf@hwallp.com

Scheduled Assets: $1,244,770

Scheduled Debts: $1,501,506

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

The petition was signed by Albert F. Muller III, sole managing
member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
La Bota Development Company, Inc.                  4/30/10


LEHMAN BROTHERS: Trial Against Barclays in Second Week
------------------------------------------------------
Bloomberg News reports that the trial began its second week where
Lehman Brothers Holdings Inc. is alleging that Barclays Plc took
$11 billion more in assets than it was entitled to receive in a
quick sale of Lehman's key assets just days after its bankruptcy
filing.

Bankruptcy Law360 reports that a former LBHI division head, now
with Sidley Austin LLP, testified Tuesday about assets that he
said put Barclays on edge prior to the Lehman's business sale,
including an $8.5 billion collateralized debt obligation known as
Racers.  Sidley Austin restructuring attorney James P. Seery Jr.,
formerly the global head of Lehman's fixed-income loan business
and then managing director of Barclays Capital, testified.

At the trial, LBHI also called Ian Lowitt, its former chief
financial officer, as a witness.  Before the sale, Barclays
offered Lowitt a $4.5 million signing bonus to stay on board after
the acquisition.

                       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: LCPI Wants to Transfer Loans of VFT 2007-1
-----------------------------------------------------------
Lehman Commercial Paper Inc. seeks court approval to transfer
mortgage loans from a securitization trust to its non-debtor
affiliates.

The mortgage loans secure the repayment of the notes issued by
Variable Funding Trust 2007-1, a securitization trust that serves
as financing facility.  The notes were either sold or assigned to
the securitization trust by LCPI.

The Court issued an order on February 23, 2010, authorizing LCPI
to prepay the notes issued by the securitization trust before
their dates of maturity.  The order, however, did not specify
whether the mortgage loans are to remain in the securitization
trust or are to be transferred to LCPI or any other Lehman units.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the proposed transfer would allow for a more efficient
and effective management of the mortgage loans.

"The transfer...is the best framework for continuing to maximize
the value of the mortgage loans without facing excess costs and
delay due to LCPI's insolvency and the fact that LCPI did not
originate many of the mortgage loans," Ms. Marcus says in court
papers.  She adds that LCPI will still be able to indirectly
manage the mortgage loans.

In exchange for transferring each mortgage loan to a non-debtor
affiliate, LCPI will receive a note in the amount of the
outstanding balance of the loan with payment terms substantially
identical to those of such loan.  The non-debtor affiliate will
provide LCPI with a pledge of the transferred mortgage loan
granting LCPI direct control rights upon non-payment of the note.

The Court will consider the request at the May 12, 2010 hearing.
Deadline for filing objections is May 5, 2010.

                       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: Proposes to Restructure PCCP Agreement
-------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to restructure an agreement with PCCP LLC to cap
its claim at $2 million.

PCCP has filed a $2.8 million claim in LBHI's bankruptcy on
account of the 24% net distributions that it is entitled to
receive under the agreement known as contingent promote
agreement.  The claim could grow to about $7 million over the
next few years based on LBHI's estimate.

LBHI entered into the CPA with PCCP to provide Culver Studios
with a loan so it could pay its lender, iStar Tara LLC, and
prevent foreclosure of the 14.1-acre movie studio.  In return,
iStar's loan, which matured in October 2009, was extended for
another three years.

Through a subsidiary, LBHI owns an 89% stake in Culver Studios
while PCCP, which manages the property, owns 1% stake.  The
remaining 10% is owned by Picbengro LLC.

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
says the request will ensure that LBHI is able to preserve its
relationship with PCCP which manages not only the Culver Studios
but LBHI's other real estate properties as well.

A copy of the amended Contingent Promote Agreement is available
for free at http://bankrupt.com/misc/LBHI_AmendedCPA.pdf

The Court will consider the request at the May 12, 2010 hearing.
Deadline for filing objections is May 5, 2010.

Built in 1918 by early director Thomas Ince, Culver Studios has
changed hands many times, placing LBHI in the company of past
owners including Cecil DeMille, Howard Hughes, Desi Arnaz and
Lucille Ball, according to an April 26 report by The Wall Street
Journal.

                       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: Alternative Dispute Resolution Protocol Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order authorizing Lehman Brothers Holdings Inc. to
implement claims hearing and alternative dispute resolution
procedures to expedite the resolution of claims of their
creditors.

The order also authorized the Official Committee of Unsecured
Creditors to use the procedures in case the Debtors, with
approval from the Court, delegate to the panel the authority to
prosecute and resolve an objection to a claim.

The procedures do not preclude anyone to an executory contract
with the Debtors from seeking from the Court assurance of future
performance under that contract.  The procedures also do not
preclude settlement of a contested claim by mutual consent of the
parties at any time or voluntary communication between the
parties with respect to the settlement, according to the order.

With respect to any notice of alternative dispute resolution
procedures that is served to a party acting in a fiduciary
capacity in connection with a trust or other financing
arrangement, the Debtors and the indenture trustee are required
to review the governing documents to determine whether the latter
has authority to participate in a mediation or dispute resolution
process on behalf of holders.

The Court will consider sanctions, including allowance or
disallowance of a contested claim, if a party does not follow the
procedures, conduct the negotiation or mediation in good faith.

                       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: Proposes S&Y as Investment Adviser
---------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ Stone & Youngberg LLC as their
investment adviser pursuant to Section 363(b) of the Bankruptcy
Code.

The Debtors tapped the firm to assist them in the development and
implementation of a brokered certificate of deposit program.

Specifically, Stone & Youngberg will be tasked to assist the
Debtors in investing up to $1 billion of their cash in various
certificates of deposit through the program that are insured and
fully guaranteed by the Federal Deposit Insurance Company.  The
firm will be tasked to negotiate and purchase FDIC-insured
certificates of deposit on behalf of the Debtors from multiple
banks throughout the United States.

The Debtors intend to invest up to $500 million in certificates
of deposit with maturities of 1 year or less and up to $500
million certificates of deposit with maturities of not later than
December 31, 2011.

Stone & Youngberg's fees for its services will be calculated as
of the last day of each month based on these specified annual
percentages of the Average Daily Market Value of Instruments in
the Account for that month:

  * First $100 million of Average Daily Market Value at 0.25%.

  * Amount in excess of $100 million of Average Daily Market
    Value at 0.195%.

  * The monthly fee will equal those amounts divided by 12.

  * The Average Daily Market Value of Instruments in the Account
    is, for any month, the sum of the Market Value of
    Instruments in the Account for each business day of that
    month, divided by the number of business days in that month.

Stone & Youngberg's employment will be governed by the terms and
conditions of a program services agreement, a copy of which is
available for free at:

  http://bankrupt.com/misc/LBHI_S&YEmployment.pdf

In connection with Stone & Youngberg's employment, the Debtors
also ask the Court to authorize the firm to hire independent
contractors, including Structural Investment Management LLC, for
assistance.

The Court will consider the proposed employment at the May 12,
2010 hearing.  Deadline for filing objections is May 5, 2010.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LILLIAN MEDINA: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lillian Aviles Medina
        dba Mas Ambulance Services
        dba Goodwill Medical Equipment
        P.O. Box 1495
        Quebradillas, PR 00678-1495

Bankruptcy Case No.: 10-03717

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jaime Rodriguez Rodriguez, Esq.
                  Rodriguez & Asociados
                  P.O. Box 2477
                  Vega Baja, PR 00694
                  Tel: (787) 858-5324
                  Fax: (787) 858-5324
                  E-mail: rodriguezyasociadoscsp@yahoo.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb10-03717.pdf

The petition was signed by Lillian Aviles Medina.


LINDA DRIVE: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Linda Drive Apts., LLC
        dba Andora Apartments
        P.O. Box 400
        Palacentia, CA 92870

Bankruptcy Case No.: 10-33094

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

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

Scheduled Assets: $2,505,000

Scheduled Debts: $2,735,483

A list of the Company's 4 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb10-33094.pdf

The petition was signed by James Oronoz, managing member.


LYONDELL CHEMICAL: Wants 3 Law Firms to Comply with Rule 2019
-------------------------------------------------------------
Before June 30, 2009, three law firms filed 101 proofs of claim
on behalf of 56 individual claimants, each asserting damages from
exposure to asbestos:

  Firm                           Claims      Claimants
  ----                           ------      ---------
  The Bogdan Law Firm               2            2
  Gori Julian & Associates, PC      6            6
  Cooney & Conway, P.C.            93           48

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, asserts that none of those firms filed a
verified statement or complied with Rule 2019 of the Federal
Rules of Bankruptcy Procedure at the time of filing those claims.
Thus, the Debtors sent each Firm a letter requesting that it (i)
comply with Rule 2019 by filing the required verified statement;
(ii) provide the Debtors with supporting documents regarding the
firm's representation of the claimants on whose behalf the Firms
filed proofs of claims; and (iii) amend each of the proofs of
claim to include basic explanatory information regarding the
nature and scope of the claims being asserted.

As of April 29, 2010, Bogdan and Gori Julian have not filed a
verified statement regarding their purported representation of
the claimants as required by Rule 2019, Mr. Mirick discloses.
While Cooney Conway filed a verified statement, its statement
does not list the addresses of each of the claimants it represent
or has executed copies of the powers of attorney or other
authorization forms evidencing the basis of the firm's
representation, he points out.  In addition, all or substantially
all of the proofs of claim filed by the Firms are facially
invalid because they fail to allege facts or provide information
as to the nature and basis of the underlying claims sufficient to
give rise to a claim against any Debtor, he contends.

Without those statutorily mandated disclosures, the Debtors and
other parties-in-interest are unfairly hampered in their ability
to review the asserted claims, Mr. Mirick stresses.  As the Court
previously pointed out in the hearing on the Debtors' Motion to
Compel Brent Coon & Associates' Compliance With Rule 2019, it is
the other creditors in these Chapter 11 cases who "are going to
pay the price for . . . slovenly filing of proofs of claim" by
the Firms, he maintains.

Accordingly, the Debtors ask the Court to:

  (a) compel each Firm to provide a verified statement
      containing all necessary information required by Rule
      2019, including information regarding the nature of the
      claims each Firm has filed in the Debtors' Chapter 11
      cases, a recital of the pertinent facts and circumstances
      in connection with the employment of each Firm, and
      exemplars of any and all instruments evidencing that each
      Firm is empowered to act on behalf of the creditors on
      whose behalf the claims are filed;

  (b) compel each Firm to provide the Debtors with documents and
      information relating to each Firm's representation of the
      claimants, including copies of all executed instruments
      empowering each Firm to act on behalf of the claimants;

  (c) compel each Firm to amend all claims filed in the Debtors'
      Chapter 11 cases to include factual information specific
      to each claimant sufficient to establish the prima facie
      validity of the claim, including the applicable theory of
      liability and a description of the date, type and nature
      of the claim; and

  (d) disallow, on shortened notice and hearing, the proofs of
      claim filed by any Firm that fails to comply with any of
      those requests, and prohibit that Firm from appearing or
      acting on behalf of any party in interest in the Debtors'
      Chapter 11 cases.

                      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.

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.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York declared Lyondell Chemical Company
and its affiliates's Third Amended Joint Plan of Reorganization
effective on April 30, 2010.

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)


LYONDELLBASELL INDUSTRIES: Emerged Firm has 'B+' Rating from S&P
----------------------------------------------------------------
In the media release published earlier, the maturity date on the
$3.25 billion notes was misstated.  Standard & Poor's Ratings
Services has corrected the release.

S&P said that it assigned its 'B+' corporate credit rating to
LyondellBasell Industries N.V., a newly formed holding company
incorporated in the Netherlands.

"The ratings on LyondellBasell reflect its fair business risk
profile and highly leveraged financial risk profile," said
Standard & Poor's credit analyst Cynthia Werneth.

At the same time, S&P assigned a 'BB' senior secured debt rating
(two notches above the corporate credit rating) and a recovery
rating of '1' to Lyondell Chemical Co.'s $500 million six-year
term loan, $2.25 billion of senior secured notes due 2017, and
Eur375 million of senior secured notes due 2017.  Lyondell
Chemical Co. is an indirect wholly owned subsidiary of
LyondellBasell, which guarantees this debt.  These ratings reflect
S&P's expectation that the senior secured creditors would receive
very high (90% to 100%) recovery in the event of a payment
default.

In addition, S&P assigned a 'B' secured debt rating (one notch
below the corporate credit rating) and a recovery rating of '5' to
Lyondell's $3.245 billion third-lien notes due 2018, which are
guaranteed by LyondellBasell.  These ratings reflect S&P's
expectation that the holders of these notes would receive modest
(10% to 30%) recovery in the event of a payment default.

Total adjusted debt is about $9.3 billion.  S&P adjusts debt to
include about $1 billion of capitalized operating leases,
$1 billion of tax-effected, unfunded postretirement obligations,
and $60 million of tax-effected environmental liabilities.

LyondellBasell is a leading global producer, marketer, and
licenser of olefins and polyolefins with 2009 sales of more than
$30 billion.


MARK WENTWORTH: Court Approves Chapter 11 Plan of Reorganization
----------------------------------------------------------------
Howard Altschiller at Seacoastonline.com reports that the U.S.
Bankruptcy Court in Manchester approved the Mark Wentworth Home's
plan of reorganization, allowing it to emerge from Chapter 11
protection.

According to the report, TD Bank has a secured claim of $10
million and an unsecured claim of $3.250 million.  Under the Plan,
the bank will immediately receive $100,000 on the unsecured
portion but could recover its entire investment as the home will
pay it a fixed interest rate of 3.25 percent or $40,500 a month,
which is well above the current historic low interest the bank has
guaranteed bondholders.  The difference, roughly $15,000 a month
right now, goes toward TD Bank's unsecured credit.

Mark Wentworth Home operates a nursing home at 346 Pleasant St. in
Portsmouth, New Hampshire.  Mark Wentworth Home filed for Chapter
11 protection before the U.S. Bankruptcy Court for the District of
New Hampshire on January 27, 2010.  The petition listed less than
$10 million in total assets.


MEGAPLAY USA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Megaplay USA, Inc.
        3500 Regional Dr.
        Port Arthur, TX 77642

Bankruptcy Case No.: 10-10280

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Frank J. Maida, Esq.
                  Maida Law Firm
                  4320 Calder Avenue
                  Beaumont, TX 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400
                  E-mail: maidalawfirm@gt.rr.com

Scheduled Assets: $40,097

Scheduled Debts: $2,633,318

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

The petition was signed by Kenneth W. Matthews, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
KWM Associates, Inc.                   10-10279    05/03/10


MENLO INVESTMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Menlo Investment Group, LLC
        fdba Rose Garden Apartments
        dba Francis Place I
        dba Francis Place II
        dba Frances Place Apartments
        PO Box 2412
        Saratoga, CA 95070

Bankruptcy Case No.: 10-33219

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Jane Tang, manager.


MERCER INT'L: Annual General Shareholders' Meeting on June 1
------------------------------------------------------------
The Annual General Meeting of Shareholders of Mercer International
Inc., will be held on June 1, 2010, at the Terminal City Club, 837
West Hastings Street, Vancouver, British Columbia, Canada, at
10:00 a.m. (Vancouver time) for these purposes:

     1. To elect the directors for the ensuing year;

     2. To ratify the selection of PricewaterhouseCoopers LLP as
        the independent auditors;

     3. To approve the adoption of a 2010 Stock Incentive Plan;
        and

     4. To transact such other business as may properly come
        before the meeting or any adjournment, postponement or
        rescheduling thereof.

The board of directors of the Company has fixed the close of
business on April 13, 2010, as the record date for the
determination of shareholders entitled to vote at the meeting or
any adjournment, postponement or rescheduling thereof.

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

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

At December 31, 2009, the Mercer consolidated group had total
assets of EUR1.083 billion against total liabilities of
EUR997.858 million, resulting in EUR123.222 million in
shareholders' equity.  Mercer's unrestricted subsidiaries as of
September 30, 2009, had EUR600.407 million in total assets against
EUR714.681 million in total liabilities, resulting in
EUR77.025 million in shareholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services revised its outlook on Mercer
International to positive from negative.  S&P affirmed its ratings
on the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about $15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  S&P thinks that the recent debt exchange
will provide the company with greater financial flexibility
through extended debt maturities and increased liquidity in the
near term.

Although Mercer's liquidity has improved, S&P is concerned about
the sustainability of the recently improved pulp market
conditions.  Several pulp producers have announced plans to
restart production at certain facilities in the near future.  If
this leads to a supply/demand imbalance, S&P believes there could
be some reversal of the price increases S&P has seen in the last
several months.  Still, S&P currently does not expect selling
prices to decline to the levels S&P saw in the first half of 2009,
when prices averaged around $660 per ton compared with $840 per
ton in 2008, because S&P thinks it is likely that demand for paper
and packaging products will be modestly higher in 2010.  In
addition, S&P believes that the weak U.S. dollar against the euro
and the Canadian dollar will continue to partly offset some of the
benefits of price increases in the near term.


MERCER INT'L: Harbinger Holds 6.11% of Common Stock
---------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd.; Harbinger Capital
Partners LLC; Credit Distressed Blue Line Master Fund, Ltd.;
Harbinger Capital Partners II LP; Harbinger Capital Partners II GP
LLC; Harbinger Holdings, LLC; and Philip Falcone disclosed that as
of April 23, 2010:

     -- Harbinger LLC and Harbinger Holdings may be deemed to be
        the beneficial owners of 2,228,194 shares of Mercer
        International Inc., held for the account of the Master
        Fund;

     -- HCP II and HCP II GP may be deemed to be the beneficial
        owners of 0 Shares held for the account of the Blue Line
        Fund;

     -- Mr. Falcone may be deemed to be the beneficial owner of
        2,228,194 Shares. This amount consists of: (A) 2,228,194
        Shares held for the account of the Master Fund; and (B) 0
        Shares held for the account of the Blue Line Fund.

The number of Shares held by Harbinger constitutes 6.11% of the
total number of Shares outstanding.

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

At December 31, 2009, the Mercer consolidated group had total
assets of EUR1.083 billion against total liabilities of
EUR997.858 million, resulting in EUR123.222 million in
shareholders' equity.  Mercer's unrestricted subsidiaries as of
September 30, 2009, had EUR600.407 million in total assets against
EUR714.681 million in total liabilities, resulting in
EUR77.025 million in shareholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services revised its outlook on Mercer
International to positive from negative.  S&P affirmed its ratings
on the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about $15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  S&P thinks that the recent debt exchange
will provide the company with greater financial flexibility
through extended debt maturities and increased liquidity in the
near term.

Although Mercer's liquidity has improved, S&P is concerned about
the sustainability of the recently improved pulp market
conditions.  Several pulp producers have announced plans to
restart production at certain facilities in the near future.  If
this leads to a supply/demand imbalance, S&P believes there could
be some reversal of the price increases S&P has seen in the last
several months.  Still, S&P currently does not expect selling
prices to decline to the levels S&P saw in the first half of 2009,
when prices averaged around $660 per ton compared with $840 per
ton in 2008, because S&P thinks it is likely that demand for paper
and packaging products will be modestly higher in 2010.  In
addition, S&P believes that the weak U.S. dollar against the euro
and the Canadian dollar will continue to partly offset some of the
benefits of price increases in the near term.


MERUELO MADDUX: Files Second Amended Joint Plan of Reorganization
-----------------------------------------------------------------
BankruptcyData.com reports that Meruelo Maddux Properties filed a
Second Amended Joint Plan of Reorganization and Disclosure
Statement with the U.S. Bankruptcy Court.

According to the Disclosure Statement, "The Plan provides for the
payment in full of all Claims over time with interest. The Secured
Claims will be paid interest only over the term of the Plan and
the principal balance will be paid either through the sale of the
property securing the claim or the refinance of the secured debt.
The Plan calls for the cancellation of existing equity in MMPI.
MMPLP will be merged into MMPI and MMPLP's equity interests will
also be cancelled. Payments under the Plan will be funded from the
Debtors' operations, an infusion of capital at the Effective Date
and the sale and refinance of the certain of the Debtors' assets."

A hearing to approve the Disclosure Statement has been scheduled
for June 14, 2010.

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel.  The Debtors' financial condition as of December 31,
2008, showed $681,769,000 in assets and $342,022,000 of debts.


MIDDLEBROOK PHARMA: Organizational Meeting to Form Panel on May 11
------------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on May 11, 2010, at 11:00 a.m.
in the bankruptcy case of Middlebrook Pharmaceuticals, Inc.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Westlake, Texas-based Middlebrook Pharmaceuticals, Inc., aka
Advancis Pharmaceuticals Corporation, 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.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. D. Del. Case No. 10-11485).  Joel A. Waite,
Esq., at Young, Conaway, Stargatt & Taylor, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


MOLL INDUSTRIES: Organizational Meeting to Form Panel on May 10
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on May 10, 2010, at 11:00 a.m.
in the bankruptcy case of Moll Industries, Inc., et al.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Moll Industries, Inc., is a Dallas-based  manufacturer of
injection molded components for appliance makers.  It emerged from
Chapter 11 in 2003 after being the target of an involuntary
petition in 2002.

The Company filed for Chapter 11 bankruptcy protection on
April 27, 2010 (Bankr. D. Del. Case No. 10-11371).  William A.
Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC, assists the
Company in its restructuring effort.  The Company listed
$1,000,001 to $10,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.

These affiliates filed separate Chapter 11 petitions:

           Entity                     Case No.       Petition Date
           ------                     --------       -------------
Moll Holdings, Inc.                   10-11372            04/27/10
  Assets: $1,000,001 to $10,000,000
  Debts: $50,000,001 to $100,000,000

Moll Europe Holdings, LLC             --                  04/27/10
Moll Latin America Holdings, LLC      --                  04/27/10


MON VIEW MINING: Massey Energy Offers $3.5 Mil. for Mathies Mine
----------------------------------------------------------------
Mon View Mining Company will ask the U.S. Bankruptcy Court at a
hearing at 10:00 a.m. on May 10, 2010, for permission to sell
approximately 1,286 acres known as the Mathies Mine in Washington
County, Pennsylvania, to Massey Energy for $3.5 million in these
installments:

    (A) $1,250,000 to be paid at closing;

    (B) $1,250,000 to be paid when there is a mining permit;

    (C) $1,000,000 to be paid in royalties from the mining of
        coal; and

    (D) a $25,000 annual license fee for the use of the riverside
        property.

The Debtor is required to pay approximately $1,400,000 in real
estate taxes at closing, so all of the closing proceeds will be
used to pay real estate taxes.

The Bid also provides for $1,500,000 to be paid in royalties from
the mining of coal to a reclamation fund with the DEP.

The Debtor computes that the Total Value of Massey's bid to the
estate is $3,750,000.

The Debtor has an offer in hand that it values at $1,225,000 for
its remaining assets after the Massey Sale Transaction.

For additional information, contact the Debtor's counsel:

       Donald R. Calaiaro, Esq.
       Calaiaro & Corbett, P.C.
       Grant Building, Suite 1105
       310 Grant Street
       Pittsburgh, PA 15219-2230
       Telephone: (412) 232-0930
       E-mail: dcalaiaro@calaiarocorbett.com

Headquartered in Finleyville, Pennsylvania, Mon View Mining
Company filed for Chapter 11 protection on Nov. 22, 2005
(Bankr. W.D. Pa. Case No. 05-50219).  When the Debtor filed
for protection from its creditors, it estimated $24,001,883
in assets and $10,545,140 in debts.


MONEYGRAM INT'L: Reports $10.8-Mil. Net Earnings for 1st Quarter
----------------------------------------------------------------
MoneyGram International Inc. reported financial results for the
first quarter of 2010.

   * Money transfer transaction volume increased 6 percent, with
     money transfer fee and other revenue increasing 7 percent in
     the first quarter of 2010 versus prior year.  On a constant
     currency basis, money transfer fee and other revenue
     increased 4 percent versus prior year.

   * Global agent locations increased 10 percent over prior year
     to 198,000.

   * Total revenue in the first quarter grew 3 percent to $288.9
     million, compared with $279.9 million in the same period last
     year.  Fee and other revenue grew 5 percent to $280.9
     million, while investment revenue decreased to $5.6 million
     in the first quarter as compared with $11.7 million in the
     prior year.

   * Net income for the quarter was $10.8 million and EBITDA was
     $57.3 million.  Both net income and EBITDA were impacted by
     $6.9 million of stock-based compensation partially offset by
     $2.4 million of net securities gains.

   * Adjusted EBITDA for the quarter was $61.7 million versus
     $66.1 million in the prior year.  First quarter 2010 adjusted
     EBITDA reflects lower net investment revenue of $5.9 million
     compared with the same period in 2009.

The company's balance sheet showed $5.66 billion total assets,
$5.66 billion total liabilities, and $896.0 total mezzanine equity
for a 896.0 million stockholders' deficit.

The Company reported $10.8 million net income on $166.2 million of
net revenue for the three months ended March 31, 2010, compared
with $11.8 million of net income on $160.9 million of net revenue
for the same period a year ago.

"MoneyGram delivered solid financial results from our core money
transfer business in the quarter," said Pamela H. Patsley,
MoneyGram chairman and chief executive officer.  "We created
important partnerships with industry leaders like Fiserv and SMART
Communications to bring more value and added convenience to
existing consumers and expand our reach to new consumers.  We also
launched our enhanced website and continued to increase our global
agent network.  We continue to strengthen our management team with
three new key executives Nigel Lee, EVP of EMEAAP, Luke Wimer, EVP
of Operations and Technology, and Juan Agualimpia, SVP & CMO, who
are focused on transaction growth, operating efficiencies, and
enhancing our brand."

                        Balance Sheet Items

The Company ended the quarter with $806.3 million in outstanding
debt principal and assets in excess of payment service obligations
of $324.2 million.  In April of 2010, MoneyGram made a $30.0
million prepayment on its Senior Tranche B Loan under its Senior
Facility.  This payment will be reflected in the second quarter of
2010.  Combined with the $186.9 million of debt repayments in
2009, the Company has paid down 22 percent of its debt since the
March 2008 recapitalization.

                 Global Funds Transfer Segment Results

Total revenue for the Global Funds Transfer segment increased 5
percent to $256.7 million in the first quarter of 2010 from
$244.4 million in the first quarter of 2009.  The segment reported
operating income of $27.8 million and an operating margin of 10.8
percent in the first quarter of 2010.

Money transfer transaction volume increased 6 percent, with fee
and other revenue increasing 7 percent to $222.7 million in the
first quarter of 2010 from $208.2 million in the same period last
year.  On a constant currency basis, money transfer fee and other
revenue improved 4 percent.  The difference between transaction
growth and constant currency revenue growth is primarily related
to lower average principal.

In the first quarter, money transfer transactions originating
outside of the United States increased 12 percent from the prior
year.  Excluding Spain, transactions originating outside of the
United States increased a solid 16 percent from the prior year.
MoneyGram's first quarter transaction volume to Mexico decreased
11 percent.  Money transfer transactions originating in the United
States, excluding transactions sent to Mexico, increased 6
percent.

Bill payment transaction volume declined 3 percent, with fee and
other revenue decreasing 7 percent to $33.8 million in the first
quarter of 2010 from $36.2 million in the first quarter of 2009.

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?615e

                  About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 190,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service affirmed the B1 corporate family rating
for MoneyGram International Inc and revised the rating outlook to
stable from negative.  The revision of the outlook to stable is
based on solid performance of the money transfer business amidst
the global recession and the stabilization of the Financial Paper
Products segment.


MOUNTAINVIEW AVENUE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mountainview Avenue Properties, LLC
        560 Mountainvew Ave.
        Valley Cottage, NY 10989

Bankruptcy Case No.: 10-22873

Chapter 11 Petition Date: May 3, 2010

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

Judge: Robert D. Drain

Debtor's Counsel: Robert S. Lewis, Esq.
                  53 Burd Street
                  Nyack, NY 10960
                  Tel: (845) 358-7100
                  Fax: (845) 353-6943
                  E-mail: lewlaw1@aol.com

Scheduled Assets: $1,500,000

Scheduled Debts: $5,985,973

A list of the Company's 3 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nysb10-22873.pdf

The petition was signed by Shea Ostreicher, president.


MT ZION: Wants Court Okay to Use PNC Bank's Cash Collateral
-----------------------------------------------------------
Mt. Zion Limited Partnership seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to use the
cash collateral of PNC Bank, National Association.

The Bank asserts a senior position mortgage lien and claim against
the Debtor's residential apartment project in Florence, Kentucky,
known as Woodspring Apartments (the Property), which purportedly
secures a mortgage indebtedness of approximately $28,850,000.
Residential apartment units at the Property lease for rentals
ranging from $575 to $725 per month.  The current occupancy rate
at the Property is 63.8% and is generally increasing.  The Bank
also asserts a security interest in and lien upon the rents being
generated at the Property.

David K. Welch, Esq., at Crane, Heyman, Simon, Welch & Clar, the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

In exchange for using the cash collateral, the Bank will be
allowed to inspect, upon reasonable hours, the Debtor's books and
records.  The Debtor will maintain and pay premiums for insurance
to cover its assets from fire, theft and water damage.  The Debtor
will, upon reasonable request, make available to the Bank evidence
of that which purportedly constitutes their collateral or
proceeds.  The Debtor will also property maintain the Property in
good repair and properly manage the Property.

The Bank has objected to the Debtor's request to use cash
collateral, saying that the Debtor doesn't provide for adequate
protection of the Bank's interests in the assets of Debtor
existing as of the Petition Date, and all proceeds, rents, issues,
profits and products thereof, for any decrease in the value of the
prepetition collateral from and after the Petition Date.  The
parties are currently in the process of preparing a consensual
order that provides for such protections.

The Bank is represented by Goldberg Kohn Ltd.

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.


MYLAN INC: S&P Assigns 'BB-' Rating on $1 Bil. Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
rating to Canonsburg, Pa.-based generic drug giant Mylan Inc.'s
proposed placement of $1 billion of senior unsecured notes in
seven- and ten-year maturities, with amounts and rates to be
determined by market conditions.  The recovery rating is '5',
indicating a modest (10%-30%) recovery of principal in the event
of default.  S&P affirmed all of its other ratings, including its
'BB' corporate credit rating, on Mylan.  The rating outlook is
stable.

"The ratings on Mylan reflect the company's still-significant debt
burden incurred to fund the acquisition of Merck KGaA's largely
European generic drug business and over $4.1 billion in debt
maturities through 2014," said Standard & Poor's credit analyst
David Lugg.  Mylan's position as the third-largest company in the
growing generics market, where size and geographic reach are
increasingly important competitive factors, partly offset those
factors.  Also, S&P believes debt will continue to decline, given
Mylan's increasing cash generation.  S&P believes this
deleveraging and continued solid operational performance will
facilitate any refinancing needed to address the upcoming
maturities.

The global generic drug industry is highly competitive, with lower
barriers to entry than the branded drug industry.  Demand for
these lower cost alternatives reflects the increasing pressure on
payers and governments worldwide to control rising drug costs.
Also, the record number of patent expirations expected in 2010-
2012 will expand the range of generic drugs available while
creating the opportunity for significant but temporary outsized
profits for those who are the first to launch generic versions.
The recently enacted "Affordable Care Act" is, in S&P's opinion, a
modest positive for the industry, because more patients will have
insurance, and the provision limiting marketing arrangements
between branded and generic drug manufacturers was dropped.  The
language in the bill providing for a minimum of 12 years of market
exclusivity for biotechnology is a mild negative for the still-
young generic biotechnology market; S&P therefore expect the
industry to grow at a double-digit rate for the next several
years.


NALCO COMPANY: Fitch Affirms Issuer Default Rating at 'B'
---------------------------------------------------------
Fitch Ratings affirms the Issuer Default Rating and outstanding
debt ratings on Nalco Company:

  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior secured term Loans at 'BB/RR1';
  -- Senior unsecured notes at 'BB/RR1';
  -- Senior subordinated notes 'BB-/RR2'.

In addition, Fitch affirms the IDR for Nalco Finance Holdings LLC
and Nalco Finance Holdings Inc. (co-borrowers of the senior
discount notes) at 'B' and upgrades the rating on the senior
discount notes to 'B/RR4' given the recovery prospects for the
securities.

The Ratings Outlook for the ratings of Nalco, Nalco Finance
Holdings LLC and Nalco Finance Holdings Inc. is Positive.

The ratings reflect resilient margins, solid liquidity, stable
free cash flow generation and expectation for modest debt
repayment over the next 12-18 months.  Nalco's operations benefit
from its dominant market share, broad product offerings,
geographic reach, and strong customer retention.  Diversification
across products, geography and customers and low capital spending
requirements have resulted in solid free cash flow generation.

The company's EBITDA guidance for 2010 is at least $710 million
compared to operating EBITDA of $665.2 million in 2009,
$740.8 million in 2008 and $714.5 million in 2007.  Guidance is
for free cash flow of at least $100 million which compares to the
range since 2004 of $125.3 million in 2005 to $472.3 million in
2009 and an annual average since the company was bought from Suez
of $210 million.  Fitch believes earnings and cash flow will be
close to guidance given that there should be sufficient visibility
into costs and revenues and control on working capital and capital
expenditures.

Liquidity at March 31, 2010 was solid with $211.6 million of cash
on hand and $232.8 million available under its $250 million
revolver maturing May 2014, after utilization of $17.2 million for
letters of credit.  Fitch expects total debt/operating EBITDA to
be in the range of 4.0 times to 4.5x over the next 12-18 months.

Near-term maturities are $177.5 million due in 2010, $10.6 million
in 2011, $10.6 million in 2012, $763.3 million in 2013 and
$471.5 million in 2014.  Fitch expects Nalco to call the
$752.7 million senior subordinated notes due 2013 at par in 2011
and refinance a portion thereof with new unsecured debt.  If more
than 10% of the notes remain outstanding six months prior to
maturity, term loans, in the amount of $985 million in May 2013 or
$982.1 million in August 2013, will come due.

Total Debt at Dec. 31, 2009, of $2.9 billion covers 2009 operating
EBITDA by 4.4x.  The bank facilities have a maximum consolidated
net debt to EBITDA ratio that is currently 4.75x but steps down to
4.5x under the existing agreement beginning Oct. 1, 2010.  Fitch
expects that the company will remain well within compliance with
its covenants.  Secured debt at year end was $1.2 billion
represented about 40% of total debt.

In February 2007 the company initiated a dividend amounting to
about $20 million annually and, in July 2007, the company
instituted a $300 million share repurchase program.  Through
Dec. 31, 2008, $211.3 million was spent to repurchase shares; no
shares were repurchased in 2009.  Fitch does not expect
shareholder-friendly transactions in advance of refinancing the
2013 and 2014 maturities.

The Positive Rating Outlook reflects the company's stable business
model and the ability to repay debt through free cash generation
even should earnings growth fail to materialize in the short term.

Nalco is a leading global provider of integrated water treatment
and process improvement services, chemicals and equipment programs
for industrial and institutional applications.  Nalco's products
and services are typically used in water treatment applications to
prevent corrosion, contamination and the buildup of harmful
deposits, or in production processes to enhance process efficiency
and improve the customers' end products.  The company generated
Operating EBITDA of $696 million on $3.8 billion in sales for the
latest 12-month period ending March 31, 2010.


NEVADA STAR: Section 341(a) Meeting Scheduled for June 3
--------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Nevada
Star, LLC's creditors on June 3, 2010, at 10:00 a.m.  The meeting
will be held at Room 2610, 725 S Figueroa Street, Los Angeles, CA
90017.

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

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

Beverly Hills, California-based Nevada Star, LLC, filed for
Chapter 11 bankruptcy protection on April 26, 2010 (Bankr. C.D.
Calif. Case No. 10-26188).  Michael Jay Berger, Esq., who has an
office in Beverly Hills, California, assists the Company in its
restructuring effort.  The Company estimated it assets and debts
at $10,000,001 to $50,000,000.


NEVADA STAR: Madison Realty Asks Court to Dismiss Chapter 11 Case
-----------------------------------------------------------------
Madison Realty Capital L.P. has asked the U.S. Bankruptcy Court
for the Central District of California to dismiss Nevada Star,
LLC's Chapter 11 bankruptcy case.

Madison holds a first priority security interest in and lien upon
the Debtor's multi-unit dwelling facility in New York.

Madison states that the Debtor's refusal to use the rents to
maintain the property resulted in the appointment of a receiver
prepetition, and the Debtor is believed to be incapable or
unwilling to sustain regular payments on the property or to
satisfy the taxes owed on the property.  As the Debtor's filing
makes clear, at least $44,000 is owed to the City of New York for
utility services.  The Debtor has insufficient funds to maintain
the property or even pay basic expenses for habitability for the
tenants.  Further, as time passes, the value of the property is
continuing to decline in relation to the lien held by Madison.

According to Madison, the bankruptcy case was filed in violation
of final orders depriving Henry Douglas Campbell of management
authority over the Debtor and appointing a judicial receiver as
the authorized entity to act on behalf of the Debtor.  The
receiver, says Madison, did not authorize the commencement of the
instant case.  While the guarantor and prior sole member of the
Debtor, Claudia Raffone, resides in California, her residence is
not a valid basis on which the Debtor can establish venue in the
Central District of California, Madison states.  "Ms. Raffone's
residence appears to be the sole nexus of the Debtor to the State
of California, and she was previously stripped of her right to
take action on behalf of the Debtor," Madison says.

Madison wants the bankruptcy case dismissed due to lack of venue.
Madison states that even if the Court were to consider domicile or
residence as a possible ground for venue in this case, it appears
that the Debtor could not establish venue in California for two
reasons: (i) the Debtor was formed as New York limited liability
company; and (ii) the Debtor is not registered with the California
Secretary of State to conduct business in California.  The Debtor
was organized in the State of New York on September 14, 2007.

"The fact that the Debtor has a Florida address cannot, without
more, establish the Debtor's 'principal place of business',"
Madison says.

Madison requests that the Court hear its request for dismissal of
the case on May 11, 2010.

Madison is represented by Bryan Cave LLP.

                          About Nevada Star

Beverly Hills, California-based Nevada Star, LLC, filed for
Chapter 11 bankruptcy protection on April 26, 2010 (Bankr. C.D.
Calif. Case No. 10-26188).  Michael Jay Berger, Esq., who has an
office in Beverly Hills, California, assists the Company in its
restructuring effort.  The Company estimated it assets and debts
at $10,000,001 to $50,000,000.


NORD RESOURCES: Committee Defers Listing Review Until May 31
------------------------------------------------------------
Nord Resources Corporation reported that the Continued Listing
Committee of the Toronto Stock Exchange has determined to further
defer its' listing-review decision.  The committee expects to
inform Nord of its' decision no later than May 31, 2010.  Nord has
been informed that the Committee will not be able to provide any
extensions beyond that date unless there is disclosure regarding
an event that would allow the company to comply with the
Exchange's continued listing requirements.

The company received an exemption from certain shareholder
approval requirements under the rules of the TSX in connection
with Nord's US$12 million private placement completed in November
2009, on the basis of financial hardship.  Reliance on this
exemption automatically triggered a TSX listing review to confirm
that Nord continues to meet the TSX listing requirements.  The
company believes it will be in compliance at that time.

                         About Nord Resources

Nord Resources Corporation -- http://www.nordresources.com/--is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.


NORTEL NETWORKS: Wins Nod for Reidel's Salary and Bonuses
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Nortel Networks Corp.
received no objections, and thus received court approval, to its
request to pay $600,000 annual salary and as much as $4.07 million
in bonuses for George Riedel, who will assume the titles of chief
strategy officer and president of the unsold business unites.
Nortel said that Riedel "contributed materially" to the $2.6
billion already generated from the sale of businesses.

                      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: Ottawa Campus Up for Sale
------------------------------------------
DTZ Barnicke has started promoting the sale of Nortel Networks
Corp.'s Ottawa campus in Canada, according to an April 16 report
by cbcnews.

The real estate broker posted ads marketing as a user and
investor opportunity the 2.35 million-sq. ft. complex located at
the Carling Avenue and Moodie Drive in Ottawa's west end.  The
Ottawa campus has served as Nortel's global research and
development headquarters, the report noted.

Nortel will likely have to sell the Ottawa Property within a few
months to meet demands of creditors for partial payment of claims
aggregating more than $40 billion.  The sale of the complex could
generate more than $200 million, according to an April 16 report
by The Montreal Gazette.

Real estate experts believe the Canadian federal government will
eventually be the major tenant of the Ottawa Campus.  Nortel
offered the Campus to the government over a year ago when it was
seeking millions of square feet of new space across Ottawa-
Gatineau, The Gazette related.

A spokesman for Canada's Public Works and Government Services,
however, said it is still premature to speculate as to whether or
not the government will acquire any space in the Complex.

Nortel spokeswoman Jamie Moody also related that there is no
current agreement between Nortel and the government related to
space in the Ottawa Campus.

"We have been in discussions with a number of parties interested
in the facility, but they are discussions only," The Gazette
quoted Ms. Moody as saying.

                      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: Maintains Lead in Carrier VOIP Market
------------------------------------------------------
Nortel Carrier VoIP and Application Solutions (CVAS) announced
that the company continues its reign as the No. 1 global Carrier
VoIP and Softswitch market leader with the largest revenues in the
Carrier VoIP market for the fourth quarter of 2009, according to
new data from both Infonetics Research and Dell'Oro Group.  Nortel
CVAS also grew share in every sector of the VoIP market in 2009,
according to Infonetics Research.

"Our recent research concluded that the Carrier VoIP equipment
market was up 2.8% in the fourth quarter of 2009 and is
expected to grow modestly over the next three years," said Diane
Myers, directing analyst, service provider VoIP and IMS for
Infonetics Research.  "Nortel CVAS has been a consistent leader
in the Carrier VoIP market due to the company's foundation of
voice expertise and commitment to next-generation VoIP
solutions."

Nortel CVAS' performance in 2009 and momentum in VoIP solution
sales and technology innovation have placed the company at the
vanguard of the VoIP industry.  According to Infonetics Research's
report, Service Provider VoIP Equipment and Subscribers Market
Share, Size, and Forecasts -- 4Q09, Nortel CVAS grew share in
every sector of the VoIP market in 2009.  Infonetics also found
that Nortel grew its global softswitch share by 4 points to 28
points and over 8 points share in the North American softswitch
market, reaching 70 percent revenue share, during the fourth
quarter of 2009.  In addition, Nortel CVAS' media gateway revenue
share increased by 1.2 points compared to 2008.Infonetics also
reported that Nortel CVAS grew 3 points in its global Voice
Application Server revenue share to 13.7.

Dell'Oro Group's report, Carrier IP Telephony Report, 4Q09, ranked
Nortel CVAS as the No. 1 supplier in the global Carrier VoIP and
softswitch markets for the fourth quarter of 2009 and for the
entire year.  This marks Nortel CVAS' eighth consecutive year
holding the leadership position.

"Growing market share in every segment of the VoIP space and being
named as the #1 provider in the global Carrier VoIP and Softswitch
markets for the past eight years is a powerful customer validation
for Nortel CVAS," said Samih Elhage, president, CVAS, Nortel.
"Over the past year, we generated significant momentum in VoIP
solution sales and technology innovation which led to securing
business with more than 40 new Carrier VoIP customers, over 10 of
which are Tier 1 operators.  These accomplishments, which were
validated by the many product and solution awards that we achieved
for our work in 2009, occurred during one of the most tumultuous
times in the industry and the company's history, and are a
testament to the dedication and expertise of our employees, as
well as our strong and loyal customer base of leading carriers
across the globe."

Marking another milestone was Nortel CVAS' Adaptive Application
Engine, which has reached over 11 million lines shipped, making
the server a leader in the Voice Application Server market.  The
key drivers behind this success are service provider's growing
demand for Fixed-Mobile Convergence, Adaptive Unified
Communications and Web IP applications.

Nortel CVAS' leading position in Carrier VoIP is a direct result
of Nortel CVAS' unwavering commitment and ongoing innovation in
delivering leading-edge VoIP solutions that help service providers
boost network efficiencies, lower total cost of ownership and
reduce subscriber churn. Nortel CVAS' solutions include: Business
Voice and Multimedia solution, Consumer Voice and Multimedia
solution, Transit and Multimedia Interconnect solution, and the
Class 5 solution.  These solutions have been successfully deployed
across the globe to satisfy the needs of both small and the large
Service Providers deployments.

Nortel CVAS also announced that it is a recipient of TMC's Unified
Communications Magazine 2009 Product of the Year Awards.

                       About Nortel CVAS

Nortel CVAS is the recognized leader in the Carrier VoIP space,
having shipped more than 121 million Carrier VoIP and Multimedia
ports, including over 11 million SIP lines to leading wireline and
wireless carriers globally.  Nortel has consistently been ranked
as the No. 1 Global Carrier VoIP and Softswitch leader since 2002.
Nortel CVAS has customer deployments in all continents with
leading carriers and provides VoIP solutions to 80 percent of
IDC's worldwide listing of top 20 carriers (by revenue).  For more
information on Nortel CVAS see www.nortel.com/ippoweredlife.  For
the latest Nortel news, visit www.nortel.com/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)


NRG ENERGY: Fitch Upgrades Issuer Default Rating to 'B+'
--------------------------------------------------------
Fitch Ratings has removed from Rating Watch Evolving and upgraded
the ratings of NRG Energy Inc.:

  -- Issuer Default Rating to 'B+' from 'B';

  -- Senior secured term loan to 'BB+/RR1' from 'BB/RR1';

  -- Senior secured revolving credit facility to 'BB+/RR1' from
     'BB/RR1';

  -- Senior secured synthetic letter of credit facility to
     'BB+/RR1' from 'BB/RR1';
  -- Senior unsecured notes to 'BB/RR2' from 'B+/RR3';

  -- Convertible preferred stock to 'B-/RR6' from 'CCC+/RR6'.

The Rating Outlook is Stable.

The ratings upgrade and Stable Outlook reflect the relative
strength of NRG's balance sheet and focus on maintaining revenue
stability and reduced business risk following the acquisition of
the Reliant Energy retail electricity marketing business in May
2009.  The ratings also consider the challenging competitive
generation environment Fitch expects for 2010 and 2011, tempered
by steps taken by NRG to improve its balance sheet and hedge a
significant portion of its wholesale generation and commodity
price exposure.

NRG currently conducts its wholesale merchant business in a manner
that results in near term revenue and cash flow stability and
predictability.  Capacity payments and a hedging policy limit
margin compression due to commodity and power prices, which Fitch
expects to be under pressure in 2010 and 2011.  NRG has hedged or
contracted for approximately 104% and 70% of expected power
generation from its wholesale plants for 2010 and 2011,
respectively and 69% and 39% of its retail load.  NRG's contracted
capacity and hedging program should allow NRG to protect against a
significant further downturn in the near term.

The acquisition of the Reliant Energy business has proven to be a
fruitful one for NRG which received a significant EBITDA uplift in
2009 from the retail business.  The retail electric operations
provide NRG a natural positional hedge to offset their wholesale
generation in Texas, as well as, a business cycle hedge to help
stabilize the earnings and cash flow profile of NRG.  Collateral
requirements should not be onerous for NRG given its long
generation position in the retail operating area.  At 2009 year
end NRG had roughly $2.3 billion in cash on its balance sheet and
$1.48 billion in availability on its credit and LC facilities.

Fitch expects Debt/EBITDA of 3.5 times and 3.8x and EBITDA
interest coverage of 3.4x and 3.3x for 2010 and 2011,
respectively, with minimal sensitivity to changes in gas price or
heat rates mostly in 2011.  These metrics are stronger than NRG's
speculative grade independent power producer peer group for the
same time period.  Fitch notes that longer term performance at NRG
is going to be strongly correlated to economic recovery, more
specifically higher gas prices and a return of power demand
growth.  Continued gas price and power demand weakness as NRG's
hedge positions roll off in 2012 and beyond could lead to a
negative rating or Outlook change by Fitch.

In addition, Fitch notes that NRG has significant exposure to
potential legislation and there remains a high degree of
uncertainty surrounding the possibility of Federal carbon
legislation and the form and cost of any possible EPA regulation
of greenhouse gas emissions.  Additionally, NRG has exposure to
proposed financial regulatory legislation requiring derivative
positions to be cash collateralized which could have a significant
liquidity impact on NRG should end-users not be excepted by
legislation.  A sustained drop in natural gas prices, the pursuit
of leveraged growth activities, and more stringent than
anticipated environmental or derivatives trading regulations would
likely place downward pressure on NRG's ratings and/or Outlook.

The notching in the underlying ratings for NRG's individual debt
instruments are reflective of the criteria outlined in 'Recovery
Ratings and Notching Criteria for Nonfinancial Corporate Issuers'
(Nov. 24, 2009).  The ratings for an issuer's debt instruments
(whether secured, senior unsecured, or subordinated) is notched
from the issuer's (in this case NRG's) IDR based on a recovery
analysis.  For NRG's recovery analysis, Fitch generates a
theoretical distressed enterprise value, calculated based on a
discounted cash flow evaluation of each individual power
generating asset.  The intrinsic value of power assets in NRG's
portfolio would likely indicate strong recovery values on
obligations in the case of default.  Additionally Fitch uses an
EBITDA multiple approach to valuing the Reliant Retail business
based on a stress case EBITDA.  The notching of both the senior
secured and unsecured ratings above the IDR is reflective of
strong recovery expectations based on the recovery analysis.  The
'RR1' Recovery Rating reflects the outstanding (91%-100%) recovery
prospects expected in a default scenario of the senior secured
issuances.  The 'RR2' rating reflects good (71%-90%) recovery
prospects of the senior unsecured debt, and the 'RR6' is
reflective of little to no recovery (0-10%) for the preferred
stock in a default scenario.

The Stable Outlook reflects NRG's substantially hedged baseload
generation fleet and the successful incorporation and operation of
the Reliant retail business, which should ensure a predictable
earnings and cash flow stream over the next two years.


ONION ASSOCIATES: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Onion Associates, Ltd.
        P.O. Box 850
        Buda, TX 78610

Bankruptcy Case No.: 10-11253

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: William T. Peckham, Esq.
                  1104 Nueces Street, Suite 104
                  Austin, TX 78701-2106
                  Tel: (512) 472-8126
                  Fax: (512) 478- 01790
                  E-mail: wpeckham@swbell.net

Scheduled Assets: $4,250,000

Scheduled Debts: $6,716,000

A list of the Company's 5 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb10-11253.pdf

The petition was signed by T. Marc Knutsen, president.


OPTI CANADA: Presents Company's Overview & Outcome of Meeting
-------------------------------------------------------------
OPTI Canada Inc. presented an overview of the Company at the
Raymond James Heavy Oil Conference.  The presentation took place
on May 3, 2010, at InterContinental/The Barclay Hotel in New York.

The Company disclosed the outcome of the votes at the annual
meeting of shareholders of the company.  A full-text copy of the
result is available for free at:

               http://ResearchArchives.com/t/s?615f

                            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.

The Company's balance sheet at March 31, 2010, 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.


OWENS-BROCKWAY GLASS: S&P Assigns 'BB+' Senior Unsec. Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
senior unsecured debt rating and a recovery rating of '4' to
Owens-Brockway Glass Container Inc.'s proposed offering of
$500 million of exchangeable senior notes due 2015.  The issuer is
a wholly owned subsidiary of Owens-Illinois Inc.  These ratings
indicate S&P's expectation of average (30% to 50%) recovery for
the holders of these notes in the event of a payment default.

All other ratings on Owens-Illinois and its subsidiaries,
including the 'BB+' corporate credit rating, are unchanged.  The
outlook is stable.

Standard & Poor's has updated its recovery analysis on Owens-
Illinois.

The ratings on Perrysburg, Ohio-based Owens-Illinois reflect its
satisfactory business risk profile as the world's largest
manufacturer of glass containers and its significant financial
risk profile.

The company plans to use up to $55 million of the proceeds from
the proposed debt issue to repurchase shares and the rest for
general corporate purposes including debt repayment or funding
strategic priorities.

                           Ratings List

                        Owens-Illinois Inc.

     Corporate credit rating                   BB+/Stable/--

                           New Ratings

          $500 million exchangeable senior
           notes due 2015                           BB+
           Recovery rating                          4


OWENS-ILLINOIS INC: Fitch Affirms 'BB' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Owens-Illinois Inc. and its
subsidiaries' ratings:

Owens-Illinois, Inc.:

  -- Issuer Default Rating at 'BB';
  -- Senior unsecured notes at 'BB-'.

Owens Brockway Glass Container Inc.

  -- IDR at 'BB';
  -- Senior secured credit facilities at 'BBB-';
  -- Senior unsecured notes at 'BB+'.

OI European Group, B.V.

  -- Senior secured credit facility at 'BBB-';
  -- Senior unsecured notes to 'BB+'.

In addition, Fitch has assigned a 'BB+' rating to Owens-Brockway
Glass Container Inc.'s offering of $500 million of exchangeable
senior notes due 2015.  The proceeds will be used to repurchase
$55 million of common stock, repayments of outstanding debt,
acquisitions and general corporate purposes.  The Rating Outlook
is Stable.

OI's 'BB' IDR and Stable Outlook are supported by the company's
good liquidity, leading global market positions, its solid credit
profile, improved cost structure and price discipline, technology
leadership and long-term customer relationships with large, stable
customers.  OI's aggressive strategy with its footprint
rationalization has significantly reduced fixed costs and resulted
in improved asset utilization and profitability.  Consequently, OI
was in a much better cost position to manage the macroeconomic
downturn, which led to a decline in volume of approximately 10%
during 2009.  The company expects to realize an additional
$80 million in cost savings from its footprint realignment in
2010.  In addition, the trends and visibility in volume outlook
are more improved from a year ago in all regions except for North
America, where the company chose not to pursue lower margin or
unprofitable business.  With at least modest improvements in
volume outside of North America, Fitch expects improved earnings
and cash generation from the operations during 2010.

Rating concerns includes higher debt levels from this offering and
cash requirements associated with the asbestos liability, pension
deficit, increased share repurchases, restructuring activities and
potential event risks related to acquisitions.  The company has
indicated its currently evaluating acquisition opportunities
particularly in the Latin America and Asia Pacific regions.  OI
also derives a substantial portion of sales from mature markets
and has exposure with its operations in Venezuela's hyper-
inflationary economy resulting in greater foreign exchange risk.
Approximately 6% of OI's consolidated revenues were derived by the
Venezuelan operations in 2009.  Total leverage pro forma for the
proposed debt offering at the end of the first quarter 2010 was
approximately 2.9 times, which is high for the rating category.
Fitch expects leverage will improve back to the mid 2.0x range
over the next 12-18 months.

OI's liquidity is good, in excess of $1.3 billion for the end
of first-quarter 2010, including $766 million in availability
under its $868 million senior secured first lien revolving
credit facility due June 2012 and $521 million of cash.  Cash
is down from historically higher levels of $812 million at the
end of 2009 due primarily to $144 million in share repurchases,
the seasonal free cash flow deficit in the first quarter, a
decrease in short-term loans and a small acquisition.  In
addition, OI has other sources of liquidity including country
specific accounts receivable securitization programs and
uncommitted bank lines.  OI has minimal refinancing requirements
for 2010, and the amortization requirements of OI's bank debt have
been prepaid into 2011.  The earliest material debt maturity is
two tranches of OI's bank term loan for $250 million due in 2012.
As part of their proposed debt offering, OI amended their bank
credit agreement to allow for the repayment of the 2013 notes,
which are the most expensive notes in OI's capital structure and
total $460 million.  As of May 15, 2010, the redemption price on
these notes step down to 101.375%.  Fitch also expects that over
time OI will consider a Eurobond issuance to increase its mix of
foreign debt given the portion of the company's revenues generated
by its European operations, thereby increasing tax related
benefits.

FCF for 2009 was $310 million as improvements in working capital
more than offset cash operating declines related to lower volume.
For 2010, while Fitch expects improved cash generated from the
operations, working capital will likely not provide as big of
benefit as 2009.  In addition, the company expects higher levels
of capital spending related to success-based capital and continued
realignment activity as well as increased interest expense from
higher debt levels and expenses related to restructuring.
Consequently, FCF levels are expected to be materially lower, in
the range of $100 to $200 million for 2010.  Fitch expects
restructuring related expenses should decrease in 2011 as large
scale restructuring of its current footprint initiatives should be
finished by mid 2010.

Additional cash requirements of the business also include asbestos
and pension costs.  Fitch currently views the asbestos liability
as being a material obligation to the company, but the risk from
additional asbestos litigation should continue to decline over
time.  Asbestos payments in 2009 were $190 million, a 10% decline
from a year ago.  OI prefunded a portion of their 2010 pension
payments in 2009 with total contributions of approximately
$123 million.  Consequently, OI's contributions in 2010 are
expected to total $15-20 million.  OI's pension deficit decreased
to $518 million on an obligation of $3.8 billion in 2009 compared
with a deficit of $729 million a year ago.


OWENS ILLINOIS: Moody's Upgrades Corporate Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Owens Illinois, Inc., to Ba2 from Ba3.  The rating outlook remains
stable.  Moody's also assigned a Ba3 rating to the new
$500 million exchangeable senior unsecured notes due 2015.  The
notes are issued by Owens-Brockway Glass Container, Inc., an
indirect wholly owned subsidiary of Owens-Illinois, Inc., and the
proceeds will be used for general corporate purposes including
acquisitions and debt reduction.  Additional instrument ratings
are detailed below.

Moody's took these rating actions for Owens Illinois, Inc.:

  -- Upgraded Corporate Family Rating to Ba2 from Ba3

  -- Upgraded Probability of Default Rating to Ba2 from Ba3

  -- Upgraded $500 million senior unsecured notes and debentures
     ($288 million outstanding) due in 2010 and 2018 to B1 (LGD 6,
     94%) from B2 (LGD 6, 93%)

  -- Affirmed Speculative Grade Liquidity Rating SGL-2

Moody's took these rating actions for Owens-Brockway Glass
Container Inc.:

  -- Upgraded $900 million senior secured first lien revolving
     credit facility maturing June 15, 2012 to Baa2 (LGD 1, 9%)
     from Baa3 (LGD 2, 10%)

  -- Upgraded $200 million senior secured first lien term loan B
     due June 12, 2013 to Baa2 (LGD 1, 9%) from Baa3 (LGD 2, 10%)

  -- Affirmed EUR 225 million senior unsecured notes due
     December 1, 2014 at Ba3 ( LGD 5, 73%, from LGD 4, 59% )

  -- Affirmed $1450 million senior unsecured notes due 2013-2016
     to Ba3 (LGD 5, 73% from LGD 4, 59%)

  -- Assigned $500 million exchangeable senior unsecured notes due
     2015, Ba3 (LGD 5, 73%)

Moody's took these rating actions for OI European Group BV
(Netherlands):

  -- Upgraded EUR 200 million senior secured first lien term loan
     D due June 12, 2013 to Baa2 (LGD 1, 9%) from Baa3 (LGD 2,
     10%)

  -- Upgraded EUR 300 million senior unsecured notes due March 31,
     2017 to Ba2 (LGD 3, 39%) from Ba3 (LGD 4, 59%)

Moody's took these rating actions for ACI Operations Pty. Ltd. and
O-I Canada Corp:

  -- Upgraded AUD 300 million senior secured first lien term loan
     A due June 12, 2013 to Baa2 (LGD 1, 9%) from Baa3 (LGD 2,
     10%)

  -- Upgraded CAD 138 million senior secured first lien term loan
     C due June 12, 2013 to Baa2 (LGD 1, 9%) from Baa3 (LGD 2,
     10%)

The ratings outlook remains stable.

The upgrade of the Corporate Family Rating to Ba2 reflects credit
metrics that are in line with the rating category with the
potential for further improvement over the rating horizon and
strong liquidity.  The rating also reflects OI's leading position
in the industry, wide geographic footprint and focus on
profitability rather than volume.  Despite the proposed debt
issuance, OI's pro-forma credit metrics remain largely in line
with the rating category even before consideration of a likely
increase in operating income from projected acquisitions, cost
cutting/productivity and the improvement in contract structures in
North America (which include better pricing and cost pass
throughs).  The company will also benefit from any rebound in
volumes (cyclical or otherwise).  Liquidity is strong as the
company has good free cash flow, significant availability under
its credit facility and substantial cushion under its covenants.

The ratings are constrained by concentration of sales, potential
acquisition risk and the asbestos liabilities.  The ratings are
also constrained by the mature state of the industry, cyclical
nature of glass packaging and low growth in developed markets.

The Ba3 rating for the existing and new senior unsecured notes at
OBGC reflects their contractual subordination to the debt at O-I
European Group B.V. (The Netherlands).  As outlined, the ratings
for the new senior unsecured debt due 2015 are subject to receipt
and review of final documentation.  The ratings also reflect
Moody's belief that any further issuance at OI will likely be at
O-I European Group B.V. (The Netherlands) given the current
mismatch between currency cash flow and interest expense and
position of the net operating losses.

The rating on the new and outstanding senior unsecured notes at
OBGC reflects their unsecured status, contractual subordination to
the first lien debt and the debt at O-I European Group B.V. and
guarantees by Owens-Illinois Group, Inc (U.S.) and certain
subsidiaries.  The ratings also reflect further anticipated
issuance at O-I European Group B.V. (The Netherlands).  As
outlined in the press release dated May 7, 2009, all of the senior
unsecured notes at OBGC could ultimately be notched lower if the
long term debt at OBGC increases or if foreign debt increases.
The notes issued by OI European Group BV (Netherlands) are
structurally closer to the majority of the company's sales and
assets as OI generates approximately 76% of sales and has
approximately 77% its assets overseas.  The ratings for the new
notes are subject to receipt and review of final documentation.

Moody's last rating action on Owens Illinois occurred on May 7,
2009, when Moody's rated new senior unsecured notes and affirmed
Ba3 CFR and stable outlook.

Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc., is one
the leading global manufacturers of glass containers, operating 78
plants in 22 countries.  In 2009, O-I had revenues of
approximately $7.1 billion.


PALMITAS LTD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Palmitas, Ltd.
        dba El Cortez Motel
        7100 San Bernardo Ave., Ste. 200
        Laredo, TX 78041

Bankruptcy Case No.: 10-50119

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Laredo)

Judge: Wesley W. Steen

Debtor's Counsel: Jesse Blanco, Jr., Esq.
                  P.O. Box 680875
                  San Antonio, TX 78268
                  Tel: (210) 509-6925
                  E-mail: jesseblanco@sbcglobal.net

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 Leon Oscar Ramirez, Jr.,
member/manager.


PATRICK MALONEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Patrick Maloney
               Cynthia Maloney
               417 Deerpath
               Lake Forest, IL 60045

Bankruptcy Case No.: 10-20171

Chapter 11 Petition Date: May 3, 2010

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Richard N. Golding, Esq.
                  The Golding Law Offices, P.C.
                  The Boyce Building
                  500 North Dearborn Street, Second Floor
                  Chicago, IL 60654
                  Tel: (312) 832-7885
                  Fax: (312) 755-5720
                  E-mail: rgolding@goldinglaw.net

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

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

The petition was signed by Patrick Maloney and Cynthia Maloney.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Baytree National Bank     mortgage on 445        $2,477,848
& Trust                   Deerpath Lake
c/o Meltzer Purtill       Forrest IL
& Stelle LLC
1515 E. Woodfield Rd.
2nd Flr.
Schaumburg,IL 60173-5431

Northwestern Mutual Life  unsecured note         $112,846

Northwestern Mutual Life  unsecured note         $97,545

Chase Cardmember          Credit card            $71,825
Services

Culver Educational                               $63,227
Foundation

Imperial Realty           unsecured note         $60,000
Company

Bank of America           Credit card            $37,262

US Dept of Education      student loan           $24,310

Chase Cardmember          Credit card            $21,328
Services

Chase Cardmember          Credit card            $20,469
Services

North Bank                Credit card            $14,500

Pasquesi Sheppard LLC                            $13,465

Winnebago County          Real Estate Taxes      $12,842
Treasurer                 for 4172 Rockton Rd

Lake County Treasurer     Real Estate Taxes      $12,547
                          for 417 E. Deerpath Rd.

GE Money Bank             Credit card            $6,597

Shows, etc. Inc.                                 $3,564

North Shore University    medical expense        $2,017
Medical Sys.

Lloyd Orthodonics         medical expense        $1,245

Lake Forest Hospital      medical expense        $922

David Garfield MD         medical expense        $770


PLAIN-O-GAS INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Plain-O-Gas, Inc.
        8209 Park Lane
        Dallas, TX 75231

Bankruptcy Case No.: 10-33188

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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 Asmamaw Abay, owner.


QIMONDA AG: ITC Files Appeal Over Bankruptcy Stays
--------------------------------------------------
Insisting that Section 337 investigations are regulatory actions
excluded from automatic stays, the U.S. International Trade
Commission has challenged a bankruptcy judge's decision to halt
the agency's probe of Qimonda AG in the wake of the semiconductor
maker's Chapter 15 filing, according to Bankruptcy Law360.

Law360 relates that the ITC appealed Monday the February stay to
the U.S. District Court for the Eastern District of Virginia,
contending that the bankruptcy court fundamentally misunderstood
the nature of 337.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than US$1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


RAYLOU REALTY: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RayLou Realty LLC
        691 Brayton Road
        Tiverton, RI 02878
        Tel: (401) 624-3433

Bankruptcy Case No.: 10-11952

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Joseph P. Casale, Esq.
                  Aquidneck Legal Center LLC.
                  438 East Main Road
                  Middletown, RI 02842
                  Tel: (401) 841-0004
                  Fax: (401) 841-0016
                  E-mail: aquidnecklegal@aol.com

Scheduled Assets: $3,897,045

Scheduled Debts: $735,566

A list of the Company's 3 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/rib10-11952.pdf

The petition was signed by Raymond E. Johnson, manager.


REALOGY CORP: Post $197 Million Net Loss for 1st Quarter
--------------------------------------------------------
Realogy Corporation reported results for the first quarter ended
March 31, 2010.  Realogy's revenue for the first quarter of
$819 million increased 18% compared to 2009.  In the latest
quarter, Realogy recorded a net loss attributable to the Company
of $197 million.  EBITDA for the period was $11 million, an
improvement of $73 million year-over-year due to revenue gains,
cost reductions and productivity gains.

The Company reported a $197.0 million net loss on $819.0 million
of total revenues for the three months ended March 31, 2010,
compared with a $259.0 million net loss on $697.0 of revenues for
the same period a year ago.

The Company's balance sheet showed $8.0 billion in total assets
and $9.2 billion in total liabilities, for a $1.1 billion total
stockholders' deficit.

In the first quarter, Realogy's core business drivers showed
improvement.  The number of home sale transactions increased 8%
year-over-year at the Realogy Franchise Group and 11% at NRT, the
company-owned brokerage unit.  The growth is principally
attributable to the move-up and higher priced markets and a
comparatively weak first quarter of 2009.  Average home sale price
increased in the first quarter by 3% at RFG and 17% at NRT year-
over-year.  In addition, at Cartus we saw a 20% increase in
relocation initiations aided by the addition of business from
Primacy Relocation, which we acquired in January, and a 6%
increase in purchase closing units at Title Resource Group.

"We saw gains in the average home sale price across our franchise
and company-owned offices, and it is increasingly apparent that
prices are stabilizing in many markets," said Realogy president
and CEO Richard A. Smith.  "The shift in the mix of business we
started to see late last year continued into the first quarter of
2010, signaling a much healthier outlook for housing."

The changing composition of home sale price points particularly
impacted NRT where average home price was approximately $418,000
in the first quarter of 2010 compared to $356,000 for the same
period in 2009.  In the first quarter of 2010, home sales at price
points over $750,000 represented 43% of NRT's sales volume versus
35% during the first quarter of 2009.  In addition, REO
transactions at NRT dropped from 19% in the first quarter of 2009
to 11% of transaction sides in the first quarter of 2010.  "We
believe that NRT's average home sale price will continue to
outperform the industry due to our geographic concentration and
focus on high-end markets," said Mr. Smith.

"While the homebuyer tax credit appears to have had less of an
impact on home sales in the first quarter compared to the fourth
quarter of 2009, we have seen increased momentum in terms of home
sale contracts opened during the months of March and April, and
expect to see the results of that stimulus in the second quarter,"
added Smith.  "The third and fourth quarters for housing remain
somewhat uncertain as they will be driven by traditional macro
factors such as job growth, consumer confidence, and from a micro-
economic perspective, the dynamics of local markets."

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?6158

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services, has a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

According to the Troubled Company Reporter on April 26, 2010,
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 89.48 cents-on-the-
dollar during the week ended Friday, April 23, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.61 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on Sept. 30, 2013, and carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The debt is one of the
biggest gainers and losers among 199 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.


REGAL ENTERTAINMENT: Earns $16.5 Million in 1st Quarter
-------------------------------------------------------
Regal Entertainment Group reported fiscal first quarter 2010
results.

Total revenues for the first quarter ended April 1, 2010, were
$719.8 million compared to total revenues of $665.6 million for
the first quarter ended April 2, 2009.  Net income attributable to
controlling interest was $16.5 million in the first quarter of
2010 compared to $21.3 million in the first quarter of 2009.
Diluted earnings per share was $0.11 for the first quarter of 2010
compared to $0.14 for the first quarter of 2009.  Adjusted diluted
earnings per share was $0.16 for each of the first quarters of
2010 and 2009.  Adjusted EBITDA was $135.1 million for the first
quarter of 2010 and $130.0 million for the first quarter of 2009.
Reconciliations of non-GAAP financial measures are provided in the
financial schedules accompanying this press release.

Regal's Board of Directors also today declared a cash dividend of
$0.18 per Class A and Class B common share, payable on June 15,
2010, to stockholders of record on June 3, 2010.  The Company
intends to pay a regular quarterly dividend for the foreseeable
future at the discretion of the Board of Directors depending on
available cash, anticipated cash needs, overall financial
condition, loan agreement restrictions, future prospects for
earnings and cash flows as well as other relevant factors.

"We are pleased to report 10% growth in our admissions revenue
during the first quarter, along with record total revenues and
Adjusted EBITDA," stated Amy Miles, CEO of Regal Entertainment
Group.  "Additionally, we are excited about the completion of the
DCIP financing that will allow for an accelerated  deployment of
3D capable screens across our circuit and also by the number of 3D
titles included in the film slate for the remainder of 2010," Ms.
Miles continued

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6159

                     About Regal Entertainment

Regal Entertainment Group operates the largest and most
geographically diverse theatre circuit in the United States,
consisting of 6,778 screens in 549 theatres in 39 states and the
District of Columbia as of July 2, 2009, with over 245 million
annual attendees for the 53-week fiscal year ended January 1,
2009.  REG's geographically diverse circuit includes theatres in
all of the top 32 and 44 of the top 50 United States designated
market areas.

REG operates multi-screen theatres and, as of July 2, 2009, had an
average of 12.3 screens per location, which is well above the
North American motion picture exhibition industry 2008 average of
6.7 screens per location.  REG develops, acquires and operates
multi-screen theatres primarily in mid-sized metropolitan markets
and suburban growth areas of larger metropolitan markets
throughout the United States.

REG also have an investment in National CineMedia, LLC, which
primarily concentrates its efforts on in-theatre advertising and
creating complementary business lines that leverage the operating
personnel, asset and customer bases of its theatrical exhibition
partners, which includes REG, AMC Entertainment, Inc. and
Cinemark, Inc.

As of October 1, 2009, the Company had total assets $2.512 billion
against total liabilities of $2.771 billion.  As of October 1,
2009, the Company had stockholders' deficit attributable to REG of
$257.9 million.

                          *     *     *

As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.

On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes.  The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility. In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.


REGENT COMMUNICATIONS: Obtains $97-Mil. Exit Facility with GECC
---------------------------------------------------------------
Regent Communications, Inc., and Regent Broadcasting, LLC, on
April 27, 2010, entered into a Credit Agreement with General
Electric Capital Corporation, as administrative agent and
collateral agent, GE Capital Markets, Inc., as sole lead arranger
and book runner, and a syndicate of certain financial
institutions.  The Credit Agreement provides for:

     -- a term loan in an aggregate principal amount of
        $95,000,000 with a maturity date of April 27, 2014; and

     -- a revolving loan in an aggregate principal amount of up to
        $2,000,000 with a maturity date of April 27, 2012.

The Credit Agreement is guaranteed by the Company, Regent
Broadcasting Management, LLC, and all of the direct and indirect
subsidiaries of Regent Broadcasting, LLC.  The obligations under
the Credit Agreement are secured by a first-priority lien (subject
to certain permitted liens and exceptions) on substantially all of
the tangible and intangible assets of Borrower and the Guarantors.

The Credit Agreement contains customary covenants, which, among
other things require Borrower and the Guarantors to meet certain
financial tests and limit their ability to: incur indebtedness and
liens; make investments; make asset sales; pay dividends or make
other restricted payments; engage in mergers or other fundamental
changes; enter into transactions with affiliates; and other
covenants customary for such a credit facility.

                    Subordinated Notes Agreement

On April 27, 2010, the Company and Borrower entered into a
Subordinated Notes Agreement with General Electric Capital
Corporation, as subordinated notes agent, and a syndicate of
certain financial institutions.  The Subordinated Notes Agreement
provides for 12% Senior Subordinated PIK Notes in an initial
aggregate principal amount of $25,000,000 with a maturity date of
October 27, 2014.  The entire unpaid principal balance of such
subordinated notes shall bear interest at 12% per annum and
interest shall only be paid-in-kind by being added to principal.

The Subordinated Notes Agreement is guaranteed by the Company,
Regent Broadcasting Management, LLC and all of the direct and
indirect subsidiaries of Borrower.

The Subordinated Notes Agreement contains customary covenants,
which, among other things limit the ability of Regent
Communications, Inc., Regent Broadcasting, LLC and their direct
and indirect subsidiaries to incur indebtedness and liens; make
investments; make asset sales; pay dividends or make other
restricted payments; engage in mergers or other fundamental
changes; enter into transactions with affiliates; and contains
other customary covenants.

On April 28, 2010, the Company filed its Amended and Restated
Certificate of Incorporation with the Delaware Secretary of State.
The Amended and Restated Certificate of Incorporation reduced the
number of shares of stock which the Company is authorized to issue
from 65,000,000 shares of common stock, par value $0.01 per share
to 1,000 shares of common stock, par value $0.01 per share.

Headquartered in Cincinnati, Ohio, Townsquare Media, Inc.,
formerly known as Regent Communications, Inc. --
http://www.townsquaremedia.com/-- is a radio broadcasting and
digital content company focused on acquiring, developing and
operating radio and digital properties in mid-sized markets.
Townsquare Media operates market-leading media clusters in 13 U.S.
cities. The Company's majority shareholder is a fund managed by
Oaktree Capital Management, L.P.

Regent Communications filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. D. Del. Case No. 10-10632) with an
agreement in principal with its lenders for a consensual financial
restructuring that will result in the elimination of $87 million
of the Company's debt. On April 14, 2010, the Bankruptcy Court has
confirmed the Company's Plan of Reorganization.  Regent's Plan
became effective April 27, 2010.  The Plan was confirmed by the
Court on April 12, 2010.

All outstanding shares of the Company's common stock will be
extinguished on the Plan's effective date. Senior debtholders will
convert their holdings into a new series of equity in the Company,
while current public equity shareholders will receive by early to
mid-May 12.8 cents for each share they own.

Regent Communications was advised by Oppenheimer & Co., Inc., in
connection with its financial restructuring.  Latham & Watkins LLP
and Young Conaway Stargatt & Taylor, served as bankruptcy counsel.
As of January 31, 2010, the Company had $166,506,000 in assets and
$211,282,000 in liabilities.


RESERVE INTERNATIONAL: BVI Liquidators Have No Power Over Fund
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. District Judge
Paul G. Gardephe in New York ruled that Caribbean liquidators have
no right to participate in the U.S. liquidation of a fund that had
its assets and operations in the U.S. though the fund was
incorporated abroad.

According to Bloomberg News, the case involved Reserve
International Liquidity Fund Ltd., which was a "much smaller
sister fund of the Reserve Primary Fund."  The Reserve funds were
money-market funds driven out of business by their investments in
debt obligations owing by Lehman Brothers Holdings Inc.

The report relates that although the Reserve International had
distributed most of its assets to investors, it commenced a
declaratory judgment action in U.S. district court in New York to
authorize distribution of remaining assets.  Investors in the
fund, who didn't like the proposed distribution scheme in the
U.S., initiated a liquidation in the British Virgins Islands,
where the fund was incorporated.  The BVI liquidators sought to
participate in the declaratory judgment action in Judge Gardephe's
court and contended they supplanted the fund's managers.

Judge Gardephe, according to Bloomberg News, disagreed, saying the
"liquidators do not have standing to assume the position of the
Fund's board in this action."  To have any authority to be heard
in a court in the U.S., Judge Gardephe ruled that the liquidators
were obliged to commence a Chapter 15 petition in a U.S.
bankruptcy court and have the proceedings in the BVI court
declared to be either a "foreign main" or "foreign non-main"
proceeding.

Judge Gardephe is allowing the declaratory judgment action to
proceed in New York and determine how the remaining assets should
be distributed to investors.

The case is Reserve International Liquidity Fund Ltd., 09-
9021, U.S. District Court, Southern District New York (Manhattan).

                    About Reserve Primary Fund

Managed by Reserve Management Company, Inc., the Reserve Primary
Fund is a large money market mutual fund that is currently in
liquidation.  On September 16, 2008, during the global financial
crisis, it lowered its share price below $1 because of exposure to
Lehman Brothers debt securities.  This resulted in demands from
investors to return their funds as the financial crisis mounted.
The Reserve had multiple other funds frozen because of this
failure.


REVLON INC: 2010 Annual Stockholders' Meeting Set for June 3
------------------------------------------------------------
The 2010 Annual Meeting of Stockholders of Revlon, Inc., will be
held at 10:00 a.m., Eastern Time, on June 3, 2010, at Revlon's
Research Center at 2121 Route 27, in Edison, New Jersey.  These
proposals will be voted on at the 2010 Annual Meeting:

     1. the election of the following persons as members of the
        Company's Board of Directors to serve until the next
        Annual Meeting and until such directors' successors are
        elected and shall have been qualified: Ronald O. Perelman,
        Alan S. Bernikow, Paul J. Bohan, Alan T. Ennis, Meyer
        Feldberg, David L. Kennedy, Debra L. Lee, Tamara Mellon,
        Richard J. Santagati, Barry F. Schwartz and Kathi P.
        Seifert;

     2. the approval of the Revlon Executive Incentive
        Compensation Plan;

     3. the ratification of the selection of KPMG LLP as the
        Company's independent registered public accounting firm
        for 2010; and

     4. the transaction of such other business as may properly
        come before the 2010 Annual Meeting.

Stockholders of record at 5:00 p.m., Eastern Time, on April 8,
2010, are entitled to notice of, and to vote at, the 2010 Annual
Meeting and at any adjournments thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?616c

Revlon 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 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.


RICHARD ALLEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard S. Allen
        11943 El Camino Real, Suite 200
        San Diego, CA 92130

Bankruptcy Case No.: 10-33186

Chapter 11 Petition Date: May 3, 2010

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

Judge:  Barbara J. Houser

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  Neligan Foley LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5333
                  Fax: (214) 840-5301
                  E-mail: pneligan@neliganlaw.com

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

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

The petition was signed by the Debtor.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Allen Capital Partners, LLC           10-30562            01/25/10
DLH Master Land Holding, LLC          10-30561            01/25/10
Richard S. Allen, Inc.                10-33211            05/03/10

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of America                    Loan Guaranty       $51,709,569
5 Park Plaza, Suite 500            River Plaza
Irvine, CA 92614-8525              Partners II, LLC

TierOne Bank                       Loan Guaranty       $48,196,768
1235 "N" Street                    DLH Master Land
Lincoln, NE 68508                  Holding, LLC

BBVA Compass Bank                  Loan Guaranty       $42,116,855
8333 Douglas Avenue                DLH Master Land
Dallas, TX 75225                   Holding, LLC

American Bank of Texas             Loan Guaranty       $19,771,403
6071 Sherry Lane                   DLH Master Land
Dallas, TX 75225                   Holding, LLC

Valley Business Bank               Loan Guaranty        $3,784,564
200 S. Court Street                Allen Capital
P.O. Box 751                       Partners, LLC
Visalia, CA 93279

Southwest Securities               Loan Guaranty        $2,279,481
P.O. Box 1959                      DLH Hutchins
Arlington, TX 76004-1959           Wintergreen 15, LLC

CapitalMark Bank & Trust           Loan Guaranty        $2,000,000
801 Broad Street                   Allen Family
Chattanooga, TN 37402              Limited Partnership

Pacific Western Bank               Loan Guaranty        $1,394,100
401 West A Street                  Richard S. Allen,
San Diego - Corporate Banking      Inc; Allen Capital
San Diego, CA 92101                Partners, LLC

Guadagni, James                    Loan Guaranty        $1,299,315
13324 Avenue 272                   DLH Master Land
Visalia, CA 93277                  Holding, LLC

FKM Associates, LLC                Loan Guaranty        $1,049,206
5400 Rosedale Highway              DLH Master Land
Bakersfield, CA 93308              Holding, LLC

Mojibi, Majid                      Loan Guaranty        $1,034,192
3129 Standard Street               DLH Master Land
Bakersfield, CA 93388              Holding, LLC

Kranyak, Mike                      Loan Guaranty        $1,034,192
5400 Rosedale Highway              Allen Capital
Bakersfield, CA 93308              Partners, LLC

Jensen, Margaret M.                Loan Guaranty          $618,411
1396 W. Herndon Avenue, #108       DLH Master Land
Fresno, CA 93711                   Holding, LLC

La Madera Inc.                     Loan Guaranty          $518,411
1396 W. Herndon Avenue, #108       DLH Master Land
Fresno, CA 93711                   Holding, LLC

Cleveland Clinic                   Medical bills          $151,043

Peppermill Resort Casino           Gambling debt           $35,000

The Bridges Club                   Club membership dues    $33,801

Tehama Golf Club                   Club membership dues    $16,369

Rancho Santa Fe Assoc.             Homeowner                $3,370
                                   association dues

Tehama Road Company, LLC           Trade debt               $2,100


RICHARD S. ALLEN, INC.: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Richard S. Allen, Inc.
        125 S. Bridge Street, Suite 100
        Visalia, CA 93291

Bankruptcy Case No.: 10-33211

Chapter 11 Petition Date: May 3, 2010

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  Neligan Foley LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5333
                  Fax: (214) 840-5301
                  E-mail: pneligan@neliganlaw.com

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

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

According to the schedules, the Company says that assets total $
while debts total $

The petition was signed by Richard S. Allen, CEO.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Allen Capital Partners, LLC           10-30562            01/25/10
DLH Master Land Holding, LLC          10-30561            01/25/10
Richard S. Allen                      10-33186            05/03/10

Debtor's List of 7 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
TierOne Bank                       Loan Guaranty       $48,196,768
1235 "N" Street                    DLH Master Land
Lincoln, NE 68508                  Holding, LLC

Valley Business Bank               Loan Guaranty        $3,784,564
200 S. Court Street                Allen Capital
P.O. Box 751                       Partners, LLC
Visalia, CA 93279

Pacific Western Bank               Bank Loan            $1,394,100
401 West A Street                  Co=Borrower with
San Diego - CorporateBanking       Allen Capital
San Diego, CA 92101                Partners, LLC

Pointe Property Group, Inc.        1/3 share of AFP        $20,834
                                   interest expense
                                   and other AFP expenses

Allen Cambridge Properties, LP     Intercompany             $6,000
                                   Payable

Daniells, Phillips, Vaughn & Bock  Trade Debt               $4,150

Romanov, Edward                    Litigation claim             --


ROCKWOOD SPECIALTIESL: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings on Rockwood Specialties Group, Inc.:

  -- IDR at 'B';
  -- Senior secured credit facility at 'BB/RR1';
  -- Senior secured term loans at 'BB/RR1';
  -- Senior subordinated notes at 'B-/RR5'.

The Rating Outlook is revised to Stable from Negative.

Rockwood's ratings reflect leading positions in many of its
product lines, diversification by market and end-use, and good
profit margins.

Financial leverage is high but is expected to decline with
improved earnings and modest debt repayments over the next 12-18
months.

Fitch expects cash flow generation after $170 million-$200 million
capital expenditures for 2010 to comfortably service debt.
Current maturities as at Dec. 31, 2009 were $94.2 million due in
2010, $97.8 million due in 2011, $283.9 million due in 2012,
$249 million due in 2013 and $1,778.6 million due in 2014.  During
the quarter ended March 31, 2010, the company repaid $12.9 million
of senior secured debt.

Liquidity is quite strong with cash on hand at March 31, 2010, of
$309.6 million and $223.6 million available under the company's
$250 million revolver at Dec. 31, 2009, of which, $70 million
expires July 30, 2010, and $180 million expires in 2012.

The senior secured credit facilities contain financial covenants.
The maximum senior secured debt ratio of 4.40 times: March 31,
2010, 4.25x through Sept. 30, 2010, and 4.00x thereafter, is
defined as net senior secured debt (total debt excluding senior
subordinated notes plus capital lease obligations minus cash up to
a maximum of $100 million) to adjusted EBITDA.  Rockwood reported
that it complied with the senior secured debt ratio covenant limit
with a ratio of 3.07x for the period ending March 31, 2010.  There
is a minimum interest coverage ratio of 2.00x defined as adjusted
EBITDA to cash interest expense (interest expense, net excluding
deferred debt issuance cost amortization and the movements in the
mark-to-market value of the interest rate and cross-currency
interest rate derivatives).  Fitch estimates that Rockwood
complied with the interest coverage limit with a ratio of 3.32x
for the period ending March 31, 2010.  Fitch expects Rockwood to
be well within compliance with its covenants over the next 12-18
months

The Stable Outlook reflects Fitch's expectations that margins
should remain stable, liquidity should remain ample and leverage
should decline modestly over the next 12-18 months.

Rockwood is a global developer, manufacturer and marketer of high
value-added specialty chemicals and advanced materials used for
industrial and commercial purposes.  Rockwood generated operating
EBITDA of $583 million on $3.1 billion in revenues for the latest
12 months ending March 31, 2010.


RUMJUNGLE - LAS VEGAS: Hearing on Case Dismissal Set for June 2
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will consider
at a hearing on June 2, 2010, at 9:30 a.m., creditor Mandalay
Corp.'s motion to dismiss the Chapter 11 case of Rumjungle - Las
Vegas LLC.  Objections, if any, are due five business days prior
to the hearing date.

As reported in the Troubled Company Reporter on May 4, 2010, Steve
Green at Las Vegas Sun reported that Mandalay Bay's representative
said that the Debtor's filing was filed in bad faith and misused
the bankruptcy process.

Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited
Liability Company, dba Rumjungle, owns a nightclub in Las Vegas,
Nevada.  The Company filed for Chapter 11 bankruptcy protection on
March 16, 2010 (Bankr. D. Nev. Case No. 10-14228).  Nancy L. Allf,
Esq., at Law Office Of Nancy L. Allf, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $12,000,094, and total debts of $1,149,438.


RVL TEXAS: Secured Creditor Wants Case Dismissal
------------------------------------------------
Secured creditor LIRVP, LLC, asked the U.S. Bankruptcy Court for
the Southern District of Texas to dismiss the Chapter 11 case of
RVL Texas Properties, LLC.

According to LIRVP, the Debtor did not file by the April 4
deadline a disclosure statement and a chapter 11 plan that had a
possibility of being confirmed.

As reported in the Troubled Company Reporter on April 21, 2010,
the Debtor filed a Plan of Reorganization as of April 2, 2010.
The Plan provides for the sale of the Debtor's three primary
assets: (i) a 23.67 acre parcel of land fronting Laguna Madre Bay,
Cameron County, Texas; (ii) approximately 73 acres of submerged
land under the Laguna Madre Bay, Cameron County, Texas under a
lease from the General Land Office of the State of Texas; and
(iii) a Permit from the U.S. Army Corps of Engineers allowing the
Debtor to construct a marina with 256 stalls along both sides of
the remaining portion of the Old Queen Isabella Causeway above
Laguna Madre Bay, and 256 condominium units on the Causeway.

LIRVP noted that Robert H. Holmes filed the Plan.  Mr. Holmes
personally represents Victor Lissiak, Jr., and is not counsel to
the Debtor.  Moreover, LIRVP points out, Mr. Holmes did not file a
Disclosure Statement as required in the Bankruptcy Code.

                    About RVL Texas Properties

Addison, Texas-based RVL Texas Properties, LLC, filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-20009).  Joyce Williams Lindauer, Esq., who has
an office in Dallas, Texas, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


RYLAND GROUP: Closes $300 Million Senior Notes Offering
-------------------------------------------------------
The Ryland Group Inc. had closed its public offering of
$300.0 million aggregate principal amount of its 6.625% Senior
Notes due 2020 and the related guarantees.

The Notes were issued under an indenture with The Bank of New York
Mellon Trust Company, N.A., as successor trustee to J.P. Morgan
Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as
trustee, dated June 28, 1996, as supplemented by that certain
Sixth Supplemental Indenture, dated as of April 29, 2010, by and
among the Company, the guarantors named therein and the Trustee.

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

Ryland posted its third consecutive annual net loss, reporting
$162,474,000 net loss for 2009, $396,585,000 for 2008, and
$333,526,000 for 2007.

As of December 31, 2009, the Company had $1,685,453,000 in total
assets and $1,103,591,000 in total liabilities, resulting in
$581,862,000 in stockholders' equity.

                           *     *      *

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SAGITTARIUS RESTAURANT: Moody's Puts 'B1' Rating on $195MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a provisional(P)B1 rating to
Sagittarius Restaurant LLC's proposed $195 million senior secured
credit facilities to be issued to partly refinance its existing
bank debt as part of its balance sheet recapitalization.  The
assigned rating is subject to the receipt and review of final
documents and closing of a proposed refinancing transaction.  The
company's Caa2 Corporate Family Rating and Probability of Default
Rating, remain under review for possible upgrade.

The proceeds from the proposed issuance, along with proceeds
from potential asset sale and cash equity infusion will be used
to refinance its existing senior secured credit facilities, and
pay fees and expenses related to the transaction.  The new
credit facilities are comprised of a $35 million revolving
credit facility and a $160 million term loan, both will mature
in 2015.  The facilities will be secured on a first lien basis
by substantially all assets and stocks of the borrower, and
guaranteed by parent and direct and indirect subsidiaries.  The
refinancing and debt restructuring are expected to reduce a
significant portion of the company's outstanding claims per an
exchange agreement executed earlier, in addition to moving
$40 million subordinated debt to a holding company.

The review for possible upgrade will focus on the company's
ability to successfully complete the refinancing and
restructuring.  Should the transactions close as proposed, Moody's
expects to raise the company's CFR to Caa1 with a stable outlook,
and remove the provisional (P) indicator on the new credit
facilities and assign a B1 rating to the facilities.

The rating action is:

Rating assigned:

* $195 million 5-year senior secured credit facilities -- (P) B1
  (LGD2, 24%)

These ratings remain unchanged:

* Corporate Family Rating -- Caa2 and under review for possible
  upgrade

* Probability of Default Rating -- Caa2 and under review for
  possible upgrade

* $60 million senior secured revolving credit facility due 2012 at
  B2 (LGD2, 21%)

* $265 million ($258.5 million outstanding at the end of 2009)
  senior secured term loan credit facility due 2013 at B2 (LGD2,
  21%)

Moody's last rating action occurred on April 29, 2010, when
Sagittarius' CFR was placed under review for possible upgrade
while its probability of default rating was revised to Caa2/LD to
indicate a limited default on the unrated Subordinated notes.

The continuation of review for possible upgrade for the CFR and
PDR reflects the potential positive impact from the proposed
recapitalization which aims to reduce its existing funded debt by
nearly 40%, thus to improve capital structure and liquidity.
Sagittarius' debt/EBITDA, proforma for the refinancing and debt
exchange, would improve to approximately 6.0x from around 8.0x,
and EBIT/Interest would also rise to above 1.0x from the actual
0.7x as of December 2009.  In addition, a timely completion of the
refinancing would substantially reduce the imminent default risk
arising from a potential covenant default and/or payment default
that would likely occur as early as the end of 2nd quarter of this
year absent the transactions.

The review is also consistent with Moody's view that Del Taco's
operating performance, on a standalone basis, is expected to be
stable in the coming year and the divestiture of the Captain D's
should improve Sagittarius' business profile, considering Del
Taco's much stronger operating margin and greater growth
potential.  Conversely, the review also incorporates the still
high leverage post transaction, potential execution risk
associated with the sale of Captain D's, as well as the impact
from commodity inflation considering the prices of some major food
input items, such as meat and cheese, are on the rise.  In
addition, Moody's expects the operating environment will remain
challenging, particularly in California where almost 70% of its
total units are located.  Also, Del Taco needs to demonstrate it
can effectively execute its development plan which is currently
constrained by its capital structure and more restrictive
financing available to potential franchisees.

Sagittarius Restaurants LLC, headquartered in Nashville,
Tennessee, operates and franchises Mexican and seafood QSRs under
two leading brand names, Del Taco and Captain D's.  The company
had 1,056 units in 31 states at the end of December 2009.


SALLY HOLDINGS: Posts $35.8 Million Earnings for March 2010
-----------------------------------------------------------
Sally Holdings LLC filed with the Securities and Exchange
Commission its Form 10-Q for the period ended March 31, 2010.

The Company reported net earnings of $35.8 million on $720.4
million of net sales for the three months ended March 31, 2010,
compared with $25.7 million of net earnings on $641.5 million of
net sale for the same period a year ago.

The Company's balance sheet showed $1.5 billion in total assets
and $2.1 billion in total liabilities, for $586.0 million of
stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?615b

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.


SC BIZ: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: SC Biz News, LLC
        389 Johnnie Dodds Blvd.
        Ste. 200
        Mount Pleasant, SC 29464

Bankruptcy Case No.: 10-73303

Chapter 11 Petition Date: May 1, 2010

Court: United States 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: $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/nyeb10-73303.pdf

The petition was signed by Roy Brown, president and CEO.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----

         Entity                         Case No.     Petition Date
         ------                         --------     -------------
The Brown Publishing Company            10-73295           4/30/10
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000
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
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            10-73302           5/01/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000


SEA TURTLE: Files for Chapter 11 to Fend Off Lawsuit
----------------------------------------------------
Josh McCain at The Island Packet reports that Sea Turtle Cinemas
filed for Chapter 11 bankruptcy protection in response to a
lawsuit filed in April 2010 by the Company's landlord Sea Turtle
Entertainment owing about $691,000 in rent.  The Company listed
assets and debts of between $1 million and $10 million.

According to the report, a receiver has been appointed last year
to oversee Sea Turtle Entertainment the 24-acre, open-air shopping
center about a year ago after lenders sought to foreclose.  At the
time, Wells Fargo said Sea Turtle Entertainment owed more than
$27.3 million on a $23.5 million loan.

Sea Turtle Cinemas is the 12-screen movie theater in Bluffton's
Berkeley Place shopping center.


SERENA SOFTWARE: S&P Gives Stable Outlook; Affirms 'B' Rating
-------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Redwood
City, Calif.-based software provider Serena Software Inc. to
stable from negative.  S&P affirmed all ratings on the company,
including the 'B' corporate credit rating.

"The outlook revision reflects improvement in Serena's credit
metrics over the past six months due to stabilizing revenue trends
and improved EBITDA (adjusted for stock compensation and
restructuring costs) margins," said Standard & Poor's credit
analyst Susan Madison.  Debt (adjusted for operating leases) to
last12-month adjusted EBITDA improved to around 6.0x at Jan. 31,
2010, compared to a peak level of 6.7x at Oct. 31, 2008.  Standard
& Poor's expects debt to last-12-month adjusted EBITDA will
further improve to around 5.0x over the next year due to solid
license revenue growth and additional debt repayment.

"Additionally, headroom under financial maintenance covenants
contained in Serena's senior secured credit facilities is
currently in excess of 15%," added Ms. Madison, "and S&P expects
the company will be able to comfortably meet a final covenant
step-down at Jan. 31, 2011."


SH EXPLORATION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SH Exploration, LLC
        1755 Wittington Place
        Suite 340
        Dallas, TX 75234

Bankruptcy Case No.: 10-18072

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Lenard E. Schwartzer, Esq.
                  Schwartzer & McPherson Law Firm
                  2850 S. Jones Blvd., Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  Fax: (702) 892-0122
                  E-mail: bkfilings@s-mlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb10-18072.pdf

The petition was signed by Neil Crouch, authorized agent.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Eurenergy Resources Corporation        10-18071    05/03/10


SHAWN SMITH: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Shawn M. Smith
        1195 Casa Palermo Circle
        Henderson, NV 89011

Bankruptcy Case No.: 10-18059

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David A. Riggi, Esq.
                  5550 Painted Mirage Road #120
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  E-mail: darnvbk@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 7 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb10-18059.pdf

The petition was signed by Shawn M. Smith.


SIMON WORLDWIDE: Repurchases 3.5 Million Shares of Everest
----------------------------------------------------------
Simon Worldwide has repurchased the 3,589,201 shares of stock
owned by Everest Special Situations Fund L.P. for an aggregate
purchase price of $1,256,220, Pprsuant to the terms of a stock
repurchase agreement dated April 26, 2010.

A full-text copy of the Stock Repurchase Agreement is available
for free at http://ResearchArchives.com/t/s?6162

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) was, prior
to August 2001, operated as a multi-national full-service
promotional marketing company, specializing in the design and
development of high-impact promotional products and sales
promotions.  At December 31, 2009, the Company held an investment
in Yucaipa AEC Associates, LLC, a limited liability company that
is controlled by the Yucaipa Companies, a Los Angeles, California
based investment firm.  Yucaipa AEC in turn principally held an
investment in the common stock of Source Interlink Companies, a
direct-to-retail magazine distribution and fulfillment company in
North America, and a provider of magazine information and front-
end management services for retailers and a publisher of
approximately 75 magazine titles.  Yucaipa AEC held this
investment in Source until April 28, 2009, when Source filed a
pre-packaged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code.


SIX FLAGS: Court's Written Order Confirming Chapter 11 Plan
-----------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware, on April 29, 2010, confirmed
the Modified Fourth Amended Plan of Reorganization of Six Flags
Inc. and its debtor affiliates.

The Modified Fourth Amended Plan is centered on, among other
things, an Exit Term Loan of $770 million and an additional lien
debt facility of $250 million.  The Plan also gives authority to
the Six Flags, Inc. bondholders to buy new equity for cash and
guarantees a $450 million full cash payment of the company's $420
million debt to the Six Flags Operations Inc. Noteholders.

        Plan Satisfies Section 1129 Requirements

In a 78-page decision, Judge Sontchi concluded that the Plan
complied with the statutory requirements of Sections 1129 of the
Bankruptcy Code, and has satisfied all conditions precedent to
its confirmation:

A. Section 1129(a)(1) requires that the Second Amended Plan
comply with all applicable provisions of the Bankruptcy Code,
which includes compliance with Sections 1122 and 1123,
governing classification and contents of the Plan.

As required by Section 1123(a)(1), the Plan provides for the
separate classification of Claims into 19 Classes, based upon
the legal attributes of those claims and interests.  As
required by Section 1122(a), each Class of Claims has a
priority in the Debtors' capital structure that is
substantially similar to the other Claims within the Class.

Valid reasons exist for separately classifying the various
Classes of Claims created under the Plan, and those Classes do
not unfairly discriminate between holders of Claims, thereby
satisfying the requirements of Sections 1122(a) and 1123(a)(1)
of the Bankruptcy Code.  Specifically with respect to the
Claims, the Plan provides:

  (a) that Claims in Classes 1, 2, 3, 4, 6, 7, 10, 13, 17, 17A
      and 18 are unimpaired.  Additionally the Plan specifies
      that the Administrative Expense Claims, the Priority Tax
      Claims and the professional compensation and reimbursement
      claims are Unimpaired, resulting in the satisfaction of
      Section 1123(a)(2) of the Bankruptcy Code;

  (b) that the treatment of each impaired class of Claims and
      Preconfirmation of Equity Interests in classes 5, 8, 9,
      11, 12, 14, 15, 16 and 19 in compliance to Section
      1123(a)(3) of the Bankruptcy Code;

  (c) for similar treatment of each claim or interest in a
      particular Class, as the case may be, unless the holder of
      a particular Claim has agreed to a less favorable
      treatment with respect to the Claim, resulting in the
      satisfaction of Section 1123(a)(4) of the Bankruptcy Code.

  (d) (i) certain Restructuring Transactions, including the
      purchase of New Common Stock in accordance with the Plan
      and the equity commitment agreements by the Backstop
      Purchasers, Additional Equity Purchasers, the Discounted
      Equity Purchasers, the Delayed Draw Equity Purchasers and
      the conversion Purchasers; (b) the vesting of assets in
      the respective Reorganized Debtors; (c) subject to the
      rights of each Indenture Trustee to assert its respective
      charging lien to the extent its Indenture Trustee Fees and
      Expenses are not paid pursuant to the Plan, the
      cancellation of existing securities and agreements,
      including the Prepetition Credit Agreement, the Unsecured
      Notes Indentures and all Unsecured Notes issued
      thereunder, all Preconfirmation SFI Equity Interests and
      other instruments evidencing any Claims against the
      Debtors; (d) the surrender of Preconfirmation SFI Equity
      Interests; (e) the Offering; (f) the issuance of New
      Common Stock; and (g) the Reorganized Debtors' entry into
      and the incurrence of indebtedness under the Exit Facility
      Loans Documents and the New TW Loan Documents.

  (e) for all corporate action necessary to effectuate the Plan
      including the adoption and filing of the requisite
      Postconfirmation Organizational Documents, the appointment
      of directors and officers for the Reorganized Debtors,
      consummation of the Exit Facility Loans pursuant to the
      Exit Facility Loan Documents and the New TW Loan pursuant
      to the New TW Loan Documents.  The Plan also provides for
      (a) preservation of causes of action and (b) the Court to
      retain jurisdiction over certain matters related to the
      Plan and the Debtors Chapter 11 cases.  These satisfy the
      requirements of Section 1123(a)(5) of the Bankruptcy Code.

  (f) for the prohibition of the issuance of non-voting equity
      securities, satisfying Section 1123(a)(6) of the
      Bankruptcy Code;

  (g) that the selection of initial directors and officers of
      the Reorganized Debtors, as disclosed prior to the
      Effective Date, was consistent with the interests of
      holders of Claims and Preconfirmation Equity Interests and
      public policy.  As a result, the requirements of Section
      1123(a)(7) of the Bankruptcy Code have been satisfied;

The additional provisions of the Plan are appropriate and
consistent with the applicable provisions of Section 1123(b)
of the Bankruptcy Code.

The Plan impairs or leaves unimpaired, as the case may be, each
Class of Claims pursuant to the Sections 1123(b((1) and
1123(b)2) of the Bankruptcy Code.  The Plan also provides for
the assumption, assumption and assignment, or rejection of the
executory contracts and unexpired leases of the Debtors not
previously assumed, assigned or rejected pursuant to section
365 of the Bankruptcy Code and previously assumed, assigned or
rejected pursuant to Section 365 of the Bankruptcy Code and
appropriate orders of the Court.

The Plan describes the releases and discharges of Claims and
Causes of Action by the Debtors pursuant to Section
1123(b)(3)(A) of the Bankruptcy Code.  Pursuant to the Plan,
the Debtors and the Reorganized Debtors and all holders of
Claims that have accepted the Plan have released, waived and
discharged unconditionally each of the Released Parties from
all Claims of obligations.

B. The Debtors have complied with the provisions of Section
  1129(a)(2) of the Bankruptcy Code because:

  (1) each of the Debtors is an eligible debtor under Section
      109 of the Bankruptcy Code;

  (2) the Debtors have complied with applicable provisions of
      the Bankruptcy Code, except as otherwise provided or
      permitted by orders of the Court;

  (3) the Debtors have complied with the applicable provisions
      of the Bankruptcy Code, the Bankruptcy Rules, and the
      Local Rules in transmitting the Plan the Disclosure
      Statement, the Ballots, the Election Forms and related
      documents and notices and in soliciting and tabulating
      the votes on the Plan.

C. Pursuant to Section 1129(a)(3) of the Bankruptcy Code, the
  Debtors have proposed the Plan in good faith and not by any
  means forbidden by law.  The chapter 11 cases were filed and
  the Plan was proposed with legitimate and honest purpose of
  reorganizing the Debtors' ongoing business and maximizing the
  value of each of the Debtors' ongoing business and maximizing
  the value of each of the Debtors and value available to
  creditors.

D. The Plan fully satisfies Section 1129(a)(4) by subjecting for
  Court approval, any payment by the Debtors, or by a person
  issuing securities or acquiring property under the Plan, for
  services or for costs and expenses in connection with the
  Chapter 11 Cases.

E. The Debtors have fully complied with Section 1129(a)(5) with
  the disclosure in the Plan Supplement of the identity and
  affiliations of the persons proposed to serve as the initial
  directors and officers of the Reorganized Debtors as of the
  Business Day after the Effective Date and to the extent
  applicable, the identity and compensation for any insider who
  will be employed or retained by the Reorganized Debtors.

F. In conformance with Section 1129(a)(6), the Plan does not
  provide for any rate changes over which a governmental
  regulatory commission has jurisdiction.

G. The Plan satisfies the "best interest of creditors" test,
  pursuant to Section 1129(a)(7).  The liquidation analysis
  provided in the Disclosure Statement and other supplemental
  related evidence that was adduced in connection with the
  Confirmation Hearing establishes that each holder of a Claim
  in Interest in an impaired class either (i) has accepted the
  Plan or (ii) will receive or retain under the Plan, on account
  of the Claim or Preconfirmation Equity Interest, property of a
  value, as of the Effective Date of the Plan, that is not less
  than the amount it would receive if the Debtors were
  liquidated on that date under Chapter 7 of the Bankruptcy
  code.

H. Classes 1, 2, 3, 4, 6, 7, 10, 13, 17, 17A and 18 are
  unimpaired by the Plan and, accordingly, holders of Claims in
  these Classes are conclusively presumed to have accepted the
  Plan pursuant to Section 1126(f) of the Bankruptcy Code.
  Classes 15, 16 and 19 are impaired and are deemed to have
  rejected the Plan.

I. The Debtors have sought confirmation under Section 1129(b)
  rather than Section 1129(a)(8) because the Plan has not been
  accepted by Class 15, Class 16 and Class 19 creditors.
  Although Section 1129(a)8) has not been satisfied with respect
  to the Rejecting Class, the Plan is confirmable because it
  does not discriminate unfairly and is fair and equitable with
  respect to the Rejecting Classes; the treatment of
  Administrative Expense Claims, Priority Tax Claims and
  Professional Compensation and Reimbursement Claims satisfies
  the requirements of and complies in all respects to with
  Section 1129(a)(9)of the Bankruptcy Code.

J. As set forth in the Voting Certification, Classes 5, 8, 9, 11,
  12, and 14 have voted to accept the Plan.  There is at least
  one Class of Claims that is impaired under the Plan and has
  accepted the Plan, determined without including any acceptance
  of the Plan by any insider, thus satisfying Section
  1129(a)(10) of the Bankruptcy Code in all respects.

K. The evidence proffered at the Confirmation Hearing demonstrate
  that the Plan is feasible and consummation of the Plan is not
  likely to be followed by the liquidation, and establishes that
  based on the plan projections, the Reorganized Debtors will
  have sufficient funds available to meet the obligations under
  the Plan, thus satisfying the requirements of Section
  1129(a)(11) of the Bankruptcy Code.

L. The Debtors have paid or will pay on the Effective Date, all
  fees due and payable pursuant to Section 1930 of the Judiciary
  and Judicial Procedures Code, thereby satisfying Section
  1129(a)(12) of the Bankruptcy Code.

M. In accordance with Section 1129(a)(13), the Plan provides that
  on and after the Effective Date, the Reorganized Debtors will
  continue to pay all retiree benefits of the Debtors, if any,
  for the duration of the period for which the Debtors obligated
  themselves to provide these benefits, subject to the
  Reorganized Debtors' right to modify or terminate the
  benefits, if any, in accordance with the terms thereof.

  Notwithstanding the fact that the Rejecting Classes rejected
  the Plan, the Plan maybe confirmed pursuant to Section
  1129(b)(1) of the Bankruptcy Code because (a) classes 5, 8, 9,
  11, 12 and 14 have voted to accept the Plan and does not
  discriminate unfairly and is fair and equitable with respect
  to the Rejecting Classes.

N. Each of the Debtors is a corporation and is not required to
  pay domestic support obligations.  Accordingly, Section
  1129(a)(14) is not implicated by the Plan.

O. Each of the Debtors is a corporation and does not need to pay
  five years' worth of disposable income to unsecured creditors.
  Accordingly, Section 1129(a)(15) is not implicated by the
  Plan.

P. The Plan does not provide for transfers of property by
  nonprofit entities, and each of the Debtors is a moneyed,
  business, or commercial corporation.  Accordingly, Section
  1129(a)(16) is not implicated by the Plan.

Judge Sontchi ruled that the Confirmation Order is a separate
Confirmation Order with respect to each of the Debtors in each
Debtor's separate Chapter 11 cases for all purposes.

           Settlement Paved Way for Confirmation

All objections that have not been withdrawn, waived or settled
prior to the entry of the Confirmation Order are overruled.   The
objection to the Plan by The Bank of New York Mellon is resolved
in accordance with the "Treatment of SFI Noteholders that are
Non-accredited Investors," Judge Sontchi decreed.

More importantly, Judge Sontchi ruled that the SFO Claims are
allowed in the aggregate amount of $470 million as of April 30,
2010; provided that after April 30, the Claims will accrue
interest in the amount of $160,000 per day until the Claims have
been paid in full.  All other amounts in respect of the SFO Note
claims are disallowed.

Judge Sontchi authorized and directed the Debtors to pay the
Allowed SFO Note Claims in full, in cash to HSBC USA N.A., the
Trustee for the 2016 Indenture Notes as soon as possible, but not
later than the Effective Date.

The settlement, which, according to Bloomberg News, was reached
barely an hour before the start of the April 28 confirmation
hearing, prompted the SFO Noteholders, led by the Avenue Capital
Group, to drop their challenge to control Six Flags.

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/SixF_conforder.pdf

A full-text copy of the approved Modified Fourth Amended Plan is
available for free at:

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

                Issuance of New Common Stock

Upon effectiveness of the Restated Certificate of Incorporation
of Reorganized SFI on the Effective Date, Judge Sontchi
authorized the Reorganized SFI is to issue 60,000,000 shares of
New Common Stock pursuant to the Plan.  He also approved in their
entirety the Reorganized SFI's entry into the Transfer Agreement
and the Registration Rights Agreement.

                       Exit Facility

The Debtors are authorized to enter into the Exit Facility Loans
and the New TW Loans and deliver and perform under the Commitment
Letter, the Exit Facility Loan Documents and the New TW Loan
Documents.

Prior to the entry of Court's order, the Debtors amended the Exit
Commitment Letters to reflect minor changes like replacing the
date "April 20, 2010" in the first paragraph of Section 9 with
"May 3, 2010."

Upon satisfaction of the conditions under the Backstop Commitment
Agreement, the Backstop Purchasers will purchase all shares of
New Common Stock under the offering as of the subscription
expiration date, thus guaranteeing the Debtors with $505 million
of cash proceeds from the offering.

All Make-Whole Claims arising pursuant to the 2016 Notes and the
2016 Notes Indenture for prepayment premiums, make-whole amount,
no call damages or other similar Claims arising from the payment
or treatment of the 2016 Notes, the 2016 Notes Indenture or the
SFO Note Guaranty Claim under the Plan are disallowed in their
entirety.

The SFO Noteholder Committee and the SFO Indenture Trustee
withdraw with prejudice their objections to the confirmation of
the Plan.  Each holder of the SFO Note Claim in Class 11 and SFO
Note Guaranty Claims in Class 14 will be deemed to change its
vote to accept the Plan.

              Creditors Committee Supported Plan

The Official Committee of Unsecured Creditors said in a statement
that it firmly believes that the Fourth Amended Plan of
Reorganization fairly allocates the value among the Debtors' three
major estates and that based on the existing record and the
evidence and argument that will be presented at the confirmation
hearing, the Plan meets all of the requirements for confirmation.

The time has come for these Debtors' bankruptcy cases to end --
and not a moment too soon as the Debtors are about to embark on
their summer season, the few months that are the most critical
stretch of their operating year, the Committee's counsel, Andrew
Dash, Esq., at Brown Rudnick LLP, in New York, asserted.

The Committee is confident that the Debtors will carry their
burden at the continued confirmation hearing of establishing that
the Modified Plan is feasible and otherwise complies with each of
the requirements of Section 1129(a) of the Bankruptcy Code.

Finally, because the Debtors are beginning their high season, the
Committee agrees with the Debtors that any significant delay in
their emergence from Chapter 11 will likely have a materially
detrimental economic cost to their estates, Mr. Dash related.
Given this fact, the Committee enthusiastically supports
confirmation of the Modified Plan and the Debtors' emergence from
Chapter 11 as soon as possible.

                         Plan Supplements

The Debtors, on April 16, filed further amended, restated and
supplemented exhibits to the Modified Fourth Amended Plan:

  * Restated Certificate of Incorporation of Reorganized SFI,
  * Amended and Restated Bylaws of Reorganized SFI,
  * Rights Offering Summary,
  * Master Subscription Form,
  * Beneficial Holder Subscription Form, and
  * Amended Equity Commitment Agreement.

Full-text copies of the Amended Plan Exhibits are available for
free at http://bankrupt.com/misc/sfi3rdplanexs.pdf

The Debtors, on April 21, further filed amended Plan exhibits:

  * Registration Rights Agreement,
  * New TW Loan Agreement, and
  * New TW Guarantee Agreement.

Full-text copies of the Amended Plan Exhibits are available for
free at http://bankrupt.com/misc/sfi4thplanexs.pdf

On April 28, the Debtors filed an amended list of the Board of
Directors of Reorganized SFI to reflect the names of the New
Board of Directors:

* Mark Shapiro
* Usman Nabi
* Daniel Murphy
* John Baker
* Jon Luther
* Kurt Cellar
* Steve Owens
* Mark Jennings

                        About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Exit Financing Documents Approved by Court
-----------------------------------------------------
In line with their filing of the modified Fourth Amended Plan of
Reorganization, Six Flags, Inc., and its debtor-affiliates sought
and obtained approval from Judge Christopher S. Sontchi of the
U.S. Bankruptcy Court for the District of Delaware to:

(i) enter into the First Lien Commitment Letter dated April 7,
     2010, by and among Commitment Parties -- certain of the
     Debtors and JPMorgan Chase Bank, N.A., J.P. Morgan
     Securities Inc., Bank of America, N.A., Banc of America
     Securities LLC, Barclays Bank PLC, Barclays Capital, the
     investment banking division of BBPLC, Deutsche Bank trust
     Company Americas, Deutsche Bank Securities Inc., and
     Goldman Sachs Lending Partners LLC;

ii) enter into the Second Lien Commitment Letter dated April 7,
     2010, by and among certain of the Debtors and Goldman Sachs
     Lending Partners; and

(iii) pay all fees and costs associated with the financing.

In the alternative, the Debtors seek interim authority from the
Court to perform their obligations related to indemnification of
the Commitment Parties and payment of expenses as set forth in
the Exit Commitment Letters.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware -- defranceshi@rlf.com -- tells the Court
the exit financing is a necessary and integral component of the
Debtors' strategy for emergence from Chapter 11 in order to,
among other things, fund Plan distributions and finance the
Debtors' post-emergence operating expenses and other working
capital needs.

                First Lien Credit Facilities

Six Flags Theme Parks Inc., or the entity which is the transferee
of SFTP pursuant to the Plan, stands as the borrower for the
$890,000,000 Exit Facility consisting of a $120,000,000 committed
revolving credit facility with a maturity date of June 30, 2015,
and a $770,000,000 term loan facility which will mature on
June 30, 2016.

The First Lien Credit Facilities are guaranteed by the
Reorganized Six Flags Inc. to be known as Six Flags Entertainment
Corporation, Reorganized Six Flags Operations and each of the
current direct and indirect domestic subsidiaries of Reorganized
SFTP; provided that to the extent Reorganized SFTP acquires any
non-wholly owned direct or indirect subsidiary after the Closing
Date, that subsidiary will not be required to be a guarantor or
pledgor of the Exit Facility Loans.

The Revolving Credit Facility will earn LIBOR + 4.25%; the Term
Loan Facility will earn LIBOR + 4%, subject to the market's
acceptance of the pricing.

The Credit Facilities will contain restrictive covenants that
limit, among other things, the ability of certain of the
reorganized Debtors to incur indebtedness, create liens, engage
in mergers, consolidations and other fundamental changes, make
investments or loans, engage in transactions with affiliates, pay
dividends, make capital expenditures and repurchase capital
stock.

Additionally, the Commitment Parties' commitment and undertakings
are subject to certain customary conditions as well as
Confirmation of the Plan and the retention of the existing senior
management of the Debtors continuing as the senior management
consummation of the Plan.

Any material changes to the Exit Facility Loans, in order to
achieve syndication of the Term Loans as described in the
Commitment Parties' Commitment Papers, will be subject to the
approval of the Majority Backstop Purchasers as that term is
defined in the Plan.

A full-text copy of the First Lien Credit Facility is available
for free at http://bankrupt.com/misc/SixF_FLCL.pdf

               Second Lien Credit Facility

The Reorganized SFTP stands as the borrower for the Second Lien
Credit Facility amounting to $250,000,000.  The loan, which will
mature on December 31, 2016, is guaranteed by Six Flags
Entertainment Corporation, also known as Six Flags, Inc., and
each of the other guarantors of the First Lien Credit Facilities

The Second Lien Credit Facility will earn LIBOR + 8%, with a
LIBOR floor of 2%.  The commitment is subject to certain
customary conditions and market "flex" provisions as well as
confirmation of the Plan and the retention of the existing senior
management of the Debtors continuing as the senior management
consummation of the Plan.

The Exit Facility Loans will be secured by first priority liens
upon substantially all existing and after-acquired assets of
certain of reorganized Debtors.

A full-text copy of the Second Lien Commit Letter is available
for free at http://bankrupt.com/misc/SixF_SLCL.pdf

                           *     *     *

Judge Sontchi granted the Debtors' request to enter into the Exit
Commitment Documents and overruled all objections to the relief
requested by the motion that have not been withdrawn, waived or
settled.  Judge Sontchi also approved the fees expenses
contemplated in the Equity Commitment Agreement and the Common
Stock Term Sheet, and accorded the status of administrative
expense claims.

Judge Sontchi ordered that in the event that the Debtors enter
into a financing transaction with parties other than the SFO
Parties and the Backstop Purchasers or do not issue the New SFI
Common Stock on the terms set forth in the Plan and the Common
Stock Term Sheet, the Debtors will pay to the Backstop Purchasers
an aggregate break-up fee equal to 2.5% of the Equity Commitment.

The break-up fee will be fully earned upon entry of the Approval
Order and will be payable in full in cash upon the confirmation
of any chapter 11 plan of reorganization (other than the Plan) or
liquidation with respect of the Debtors, Judge Sontchi ruled.

Prior to the entry of the order, the SFO Committee asked the
Court to deny the Debtors' request for approval of the Equity
Commitment Documents because they believe the Exit commitment
Documents seek authority to incur millions of dollars in
administrative expense fees that may be unnecessary, like (i)
expenses incurred by the Backstop Purchasers in connection with
the Equity Commitment Documents; (ii) a break-up fee in the
amount of $16.3-17.5 million; (iii) a commitment fee of 0.526% of
the New SFI Common Stock; and (iv) unquantifiable indemnification
obligations.

Since the Equity Commitment Obligations are only necessary
expenses of the Debtors' estates to the extent the Plan is
confirmed and the Debtors have not demonstrated any harm
attendant to waiting until the Effective Date of the Plan for
approval of the obligations, the Court should only grant the
relief requested in the Motion in the event the Plan is confirmed
and goes effective, the SFO Committee asserted.

If the Plan is not confirmed or does not go effective, however,
the circumstances here do not justify the incurrence of these
significant administrative expense obligations, Howard A. Cohen,
Esq. at Drinker Biddle & Reath LLP in Wilmington, Delaware, told
the Court.

                        About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Moody's Assigns Corporate Family Rating at 'B2'
----------------------------------------------------------
Moody's Investors Service assigned Six Flags Theme Parks, Inc., a
B2 Corporate Family Rating and B2 Probability of Default Rating
following the company's emergence, along with its parent Six Flags
Entertainment Corporation (formerly Six Flags, Inc.), from Chapter
11 bankruptcy court proceedings on April 30, 2010.  In addition,
Moody's assigned B1 ratings to SFTP's $890 million of combined
first lien senior secured credit facilities ($120 million revolver
and $770 million term loan) and a Caa1 rating to the company's
$250 million second lien senior secured credit facility.  The
rating assignments are at the same equivalent level as the former
provisional (P) ratings, the latter of which are now being
withdrawn given that the reorganization has been completed.
Moody's also assigned SFTP a SGL-4 speculative grade liquidity
rating.  The rating outlook is stable.

Assignments:

Issuer: Six Flags Theme Parks Inc.

  -- Corporate Family Rating, Assigned B2 (withdrew former (P)B2)

  -- Probability of Default Rating, Assigned B2 (withdrew former
     (P)B2)

  -- Senior Secured First Lien Bank Credit Facility, Assigned B1,
     LGD3 - 36% (withdrew former (P)B1, LGD3 - 36%)

  -- Senior Secured Second Lien Bank Credit Facility, Assigned
     Caa1, LGD5 - 87% (withdrew former (P)Caa1, LGD5 - 86%)

  -- Speculative Grade Liquidity Rating, Assigned SGL-4

The SGL-4 speculative-grade liquidity rating reflects the risk
associated with funding minority interest puts should holders
exercise the maximum amount of potential obligation putable
through May 2011.  Moody's believes cash, projected free cash
flow, unused committed capacity on the $120 million revolver and
a new $150 million Time Warner backstop loan would not fully
cover a full exercise of the puts in a stress case scenario.
Moody's believes the company's reorganization plan assumption of
$30 million of puts exercised annually is reasonable, but Six
Flags would need to seek incremental external financing if the
full amount of the puts were exercised.  Moody's anticipates the
company will generate sufficient free cash flow to meet required
debt service (note that there is no term loan amortization until
March 2013) and that SFTP will have a good cushion within the
financial maintenance covenants governed by its new bank credit
facilities.

Moody's last rating action was on April 6, 2010, when a
provisional (P)Caa1 rating was assigned to SFTP's senior secured
second lien term loan facility.  On March 25, 2010, Moody's
downgraded SFTP's former provisional CFR and PDR, each to (P)B2
from (P)B1, following the company's announcement that it would
modify its joint plan of reorganization to increase the amount of
debt by $250 million relative to the original plan filed in
December 2009.

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

Six Flags, headquartered in New York City, is a regional theme
park company that operates 19 parks spread across North America.
The park portfolio includes 15 wholly-owned facilities (including
parks near New York City, Chicago and Los Angeles), three
consolidated partnership parks -- Six Flags over Texas, Six Flags
over Georgia, and White Water Atlanta -- as well as Six Flags
Great Escape Lodge, which is accounted for under the equity
method.  Six Flags currently owns 52% of SFOT and approximately
29% of SFOG/White Water Atlanta.  Revenue including the
consolidation of the partnership parks was $913 million for the
fiscal year ended 12/31/09.


SKILLSOFT PLC: S&P Downgrades Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Nashua, N.H.-based e-learning solutions provider
SkillSoft PLC to 'B+' from 'BB-'.  This action follows the
company's announcement that it has agreed to be acquired by a
group of private investors, including Berkshire Partners, Advent
International, and Bain Capital, for $1.1 billion in cash.  As a
result of the LBO, leverage increases to the low-5x area from
around 1x previously.

At the same time, S&P removed the ratings from CreditWatch with
negative implications, where they had been placed on Feb. 12,
2010.  The outlook is stable.

S&P also assigned an issue-level rating of 'BB' with a recovery
rating of '1' to SkillSoft Corp.'s proposed $365 million senior
secured credit facility.  In addition, S&P assigned an issue-level
rating of 'B-' and a recovery rating of '6' to the senior
unsecured notes.  The '1' recovery rating indicates expectations
for very high (90%-100%) recovery in the event of payment default,
while the '6' recovery rating indicates expectations for
negligible (0%-10%) recovery.

"The rating on SkillSoft reflects both its high leverage and its
narrow product focus within a fragmented and highly competitive
market with low barriers to entry," said Standard & Poor's credit
analyst Joseph Spence.  Evolving technology standards are another
possible source of difficulty for the company.

However, the increasing acceptance of e-learning (Internet-based
course delivery) as a viable option for corporate training
partially offsets those factors.  Another strength is SkillSoft's
diverse, contractually bound installed base of about 3,000
accounts, which provides a large portion of recurring revenues.


SMOKEY JOE'S: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Smokey Joe's Barbeque, LLC
        300 E. New Boston Road
        Nash, TX 75569

Bankruptcy Case No.: 10-50109

Chapter 11 Petition Date: May 3, 2010

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

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: $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/txeb10-50109.pdf

The petition was signed by Joe Hackleman, managing member.


SPYGLASS AUSTIN: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Spyglass Austin Partners, L.P.
        2703 Swisher
        Office Suite
        Austin, TX 78705

Bankruptcy Case No.: 10-11217

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Eric J. Taube, Esq.
                   E-mail: erict@hts-law.com
                  Mark Curtis Taylor, Esq.
                   E-mail: markt@hts-law.com
                  Hohmann, Taube & Summers, L.L.P.
                  100 Congress Ave., Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248

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/txwb10-11217.pdf

The petition was signed by Wallace H. Scott, III, manager of
General Partner.


SMURFIT-STONE: Confirmation Hearing Nearing Conclusion
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the confirmation
hearing for approval of the reorganization plan of Smurfit-Stone
Container Corp. began April 15 and will end this week with closing
arguments by the lawyers.  The judge already said he is unlikely
to rule from the bench.  The lawyers will propose a schedule for
filing final papers helping the judge to write an opinion.
Opponents of the Plan include shareholders who contend the
valuation of the reorganized company is too low.

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOUTH BAY EXPRESSWAY: Has Final Approval for Cash Collateral Use
----------------------------------------------------------------
Judge Louise DeCarl Adler of the United States Bankruptcy Court
for the Southern District of California authorized South Bay
Expressway, L.P., and California Transportation Ventures, Inc., on
a final basis, to use Cash Collateral to fund their business
operations and make payroll, among other things.

All objections to the request to the extent not withdrawn or
resolved are overruled.

Prior to the entry of the Final Order, Judge Adler did not approve
the form of the original proposed final order because orders on
contested matters must be lodged or approved as to form by
opposing counsel as required by Local Rules.

Otay River Constructors and Intrans Group, Inc., filed separate
objections to the final approval of the request.  Among other
things, the Objecting Parties argued that the Debtors' Lenders
condition their consent to the use of Cash Collateral on their
receiving a laundry list of protections beyond the customary
replacement lien and a claim to compensate for a proven diminution
of collateral.

Judge Adler noted that nothing in the Final Order will authorize
the disposition of any assets of the Debtors or their estates
outside the ordinary course of business or other resulting
proceeds, except in accordance with the Budget and further Court
order.  She also ruled that the Budget may be updated by the
Debtors, provided that the updated Budget will be in form and
substance reasonably acceptable to the Administrative Agent and
TIFIA at their sole discretion.

A copy of the Budget is available for free at:

       http://bankrupt.com/misc/SBX_Budget_04262010.pdf

In no event will the Debtors request any transfer, nor use any of
the Cash Collateral to pay any disbursement item in excess of 115%
during the first three months after the Petition Date and 110%
during the following three months of the cases of the cumulative
amount set forth for that disbursement item in the Budget, plus
the amounts benefiting from the Carve-Out solely for the payments
to professionals, for the period from the Petition Date through
the month in which the Debtors use the Cash Collateral or
advances.

As adequate protection for the interest of the Secured Financing
Parties in the Prepetition Collateral, including Cash Collateral,
for any diminution in value of the Prepetition Collateral, and as
security for the Secured Financing Parties' willingness to allow
the Debtors to use Cash Collateral, the Secured Financing Parties
will receive adequate protection, which includes Postpetition
Replacement Liens, Postpetition Superpriority Claim and Adequate
Protection Payment.

                       Termination Date

All authority to use Cash Collateral, other than to pay
administrative expenses already incurred and professional fees
benefiting from the Carve-Out, will cease on the date that is the
earliest to occur of:

  (a) September 30, 2010, or later date as will be mutually
      agreed on by the Debtors and the Secured Financing
      Parties;

  (b) the occurrence and continuation of an Event of Default and
      two business days' prior written notice from the Secured
      Financing Parties;

  (c) consummation of a sale of all or substantially all of the
      assets of the Debtors; or

  (d) the effective date of a plan of reorganization related to
      the Debtors and its assets.

Unless the Court orders otherwise, all products and proceeds of
the Collateral (including, for the avoidance of doubt, proceeds
from receivables and sales in the ordinary course of business or
from a Section 363 Sale, insurance proceeds and proceeds of all
dispositions of Collateral, whether or not in the ordinary
course), regardless of whether the Collateral came into existence
prior to the Petition Date, will be remitted to the Administrative
Agent (net of payments required to be made to professionals to the
extent included in the Carve-Out) for application in accordance
with the terms of the Final Order and the Pre-Petition Secured
Loan Documents; provided, however, that 100% of the proceeds from
the sale or disposition of assets from a 363 Sale and insurance
proceeds (not to exceed the then outstanding professional fees
included in the Carve-Out plus $800,000 in the aggregate at any
one time) will be deposited into a segregated account and used
solely to fund professional fees to the extent included in the
Carve-Out.

                       Events of Default

The occurrence of any of these events will constitute an event of
default under the Final Order:

  (a) failure by the Debtors to comply with any term of the
      Final Order;

  (b) the occurrence of the Termination Date;

  (c) entry of a Court order appointing a trustee or an examiner
      with expanded powers in either of the cases, unless the
      appointment results from a motion or other request brought
      by or on behalf of, or prompted by, the Secured Financing
      Parties;

  (d) entry of an order converting or dismissing either of the
      cases;

  (e) entry of an order reversing, staying, vacating or
      otherwise modifying in any material respect the terms of
      the Final Order;

  (f) entry of an order authorizing the Debtors to obtain credit
      or the incurring of indebtedness that is secured by a
      security, mortgage, lien, collateral interest or other
      encumbrances on all or any portion of the Prepetition
      Collateral and entitled to priority administrative status
      that is equal or senior to that granted to the Secured
      Financing Parties;

  (g) entry of an order authorizing relief from stay by any
      person on or with respect to all or any portion of the
      Prepetition Collateral with a value in excess of $250,000,
      other than an adversary proceeding pending before the
      Court;

  (h) entry of an order authorizing the Debtors' return of goods
      constituting Collateral pursuant to Section 546(h) of the
      Bankruptcy Code;

  (i) entry of an order, without the prior written consent of
      the Administrative Agent, seeking authorization to obtain
      postpetition financing that is senior or pari passu to the
      Prepetition Obligations;

  (j) the failure by the Debtors to comply with any material
      provision of the Final Order, including relating to the
      limitations on expenditures in the Budget and timely
      providing the Administrative Agent and TIFIA with any of
      the Budget Reports; and

  (k) the filing of a plan of reorganization by any party other
      than the Debtors or the Secured Financing Parties unless
      the plan requires the payment in full in cash on the
      plan's effective date of each of the administrative claims
      of the Secured Financing Parties, if any.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY EXPRESSWAY: Sec. 341 Meeting Continued to June 8
----------------------------------------------------------
The Office of the United States Trustee for Region 15 notifies the
Court and parties-in-interest of the continuation of the meeting
of creditors to June 8, 2010, at 9:00 a.m. Pacific Time for the
South Bay Expressway, L.P. creditors, and at 10:30 a.m. Pacific
Time for the California Transportation Ventures, Inc. creditors.

The first meeting of creditors under Section 341(a) of the
Bankruptcy Code was held on April 27, 2010.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY EXPRESSWAY: InTranS Removes Lawsuit to Bankruptcy Court
-----------------------------------------------------------------
InTranS Group, Inc., notifies Judge Adler of the removal to the
United States Bankruptcy Court for the Southern District of
California of all claims, causes of action and cross-claims by and
against all parties in the action formerly pending in the Superior
Court for the state of California, county of San Diego, entitled
"INTRANS GROUP, INC. vs. SOUTH BAY EXPRESSWAY, L.P. et al.,"
pursuant to Section 1452 of the Judicial and Judiciary Procedures
Code and Rule 9027 of the Federal Rules of Bankruptcy Procedure.

On March 12, 2010, InTranS filed a complaint in the Superior
Court, in which InTranS seeks a determination of the existence,
validity, priority and enforcement of its mechanic's lien, and, if
not resolved by a pending arbitration, the amount of the InTranS
claim.

The complaint demands determination of validity, priority or
extent of lien or other interest in the Debtors' property.  The
InTranS claim asserts a lien for $9,002,000.

Dennis J. Wickham, Esq., at Seltzer Caplan Mcmahon Vitek, in San
Diego, California -- wickham@scmv.com -- contends that pursuant to
Sections 1334(c)(1) and 1452(a) of the Judicial and Judiciary
Procedures Code, the Bankruptcy Court has original, but not
exclusive jurisdiction over the Removed Action because the claims
arise in and relate to the Debtors' bankruptcy cases.

Mr. Wickham also asserts that the Removed Action involve core
proceedings under Section 157(b) of the Judicial and Judiciary
Procedures Code to the extent they concern the validity and
priority of liens against property of the estate and a non-core to
the extent they concern the validity and priority of liens against
the property of the state of California and its Department of
Transportation.

To the extent any of the Removed Claims are non-core, the Debtors
consent to the entry of final orders or judgment by Judge Adler.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SOUTH BAY EXPRESSWAY: UST Unable to Form Creditors Committee
------------------------------------------------------------
Tiffany L. Carroll, the Acting United States Trustee for Region
15, tells the Court that despite her efforts to contact the
Debtors' unsecured creditors, she has not received sufficient
indications of willingness to serve on an official committee of
unsecured creditors from persons eligible to serve on the
committee.

Accordingly, Ms. Carroll tells Judge Adler that her office is
unable to appoint a committee pursuant to Section 1102(a) of the
Bankruptcy Code.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SRKO FAMILY: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------
Charles F. McVay, The U.S. Trustee for Region 19, notified the
U.S. Bankruptcy Court for the District of Colorado that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of SRKO Family Limited Partnership.

The U.S. Trustee said that there were too few unsecured creditors
who are willing to serve on a creditors' committee.

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  The Company filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. D.
Colo. Case No. 10-13186).  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


SRKO FAMILY: Wants N.A. Reiger Loan OK'd to Complete Project
------------------------------------------------------------
SRKO Family Limited Partnership asks the U.S. Bankruptcy Court for
the District of Colorado for authorization to borrow up to
$150,000 on a administrative priority basis.

The Debtor is indebted to numerous alleged holders of mechanics
liens claiming to possess liens upon its real property, three
lenders possessing deeds of trust on various parcels of the
Debtor's real property (Ho, LLC, Sunshine Development and Pueblo
Bank and Trust) and one lender secured by the Debtor's equipment.

The Debtor will use the loan to fund the completion of the
Colorado Crossing project.  The project is approximately 90%
completed.

N.A. "Buzz" Reiger agreed to provide the postpetition financing to
the Debtor on these terms:

     Borrowing facility:            $150,000
     Interest Rate:                 12% per annum
     Maturity Date:                 1 year from the date of the
                                    first borrowing under the
                                    lending agreement or upon the
                                    occurrence of a termination
                                    event.

The superpriority administrative claim status is subject to carve
out.

The Debtor is represented by:

     David M. Miller. Esq.
     Kutner Miller Brinen, P.C.
     303 E. 17th Avenue, Suite 500
     Denver, CO 80203
     Tel: (303) 832-2400
     Fax: (303) 832-1510
     Email: dmn@kutnerlaw.com

                     About SRKO Family Limited

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  The Company filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. D.
Colo. Case No. 10-13186).  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


SSI INVESTMENTS: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B2 probability-of-default rating to SSI Investments II
Limited, a new entity formed by funds sponsored by each of
Berkshire Partners LLC, Advent International Corporation and Bain
Capital Partners, LLC, that is expected to acquire by a scheme of
arrangements SkillSoft PLC.  Moody's also assigned a Ba3 rating to
SSI Investments II Limited's proposed $40 million senior secured
revolving credit facility due 2015, Ba3 rating to its proposed
$325 million senior secured term loan due 2017, and Caa1 rating to
its proposed $310 million unsecured bridge facility.  The ratings
outlook is stable.

Proceeds from the proposed credit facilities combined with at
least $510 million of equity from the financial sponsors will be
used to fund the leveraged buyout of SkillSoft PLC and to repay
existing debt for total consideration of approximately
$1.2 billion.

The B2 rating reflects SkillSoft's high pro forma leverage of 5.5x
Debt/EBITDA (Moody's adjusted), increased debt levels, moderate
interest coverage, and prospects for reduced free cash flow
generation over the medium-term.  The B2 rating also reflects
SkillSoft's relatively small scale in the highly competitive and
fragmented corporate learning and development market with very low
barriers to entry and the discretionary nature of its product
offerings.  Conversely, the B2 rating is supported by the
company's market position in the niche e-learning content and
solutions space, its large and diverse customer base, the general
predictability of its revenue streams from clients under multiyear
contracts, and very good liquidity profile.

These ratings were assigned:

SSI Investments II Limited

* Corporate family rating at B2;

* Probability-of-default rating at B2;

* Proposed $40 million Revolving Credit Facility due 2015 -- Ba3
  (LGD2, 24%)

* Proposed $325 million 1st lien Term Loan due 2017 -- Ba3 (LGD2,
  24%)

* Proposed $310 million senior unsecured bridge loan/ unsecured
  notes -- Caa1 (LGD5, 80%)

All ratings are subject to review of final documentation.

These ratings will be withdrawn on closing of the proposed
transaction.

SkillSoft Corporation (Old Entity)

* Corporate family rating at B1;

* Probability-of-default rating at B2;

* $25 million senior secured revolving credit facility due 2012 --
  B1( LGD3, 34%)

* $85 million senior secured term loan B credit facility due 2013
  -- B1 (LGD3, 34%)

* Speculative Grade Liquidity Rating -- SGL-1

The stable ratings outlook reflects Moody's expectation that
SkillSoft will continue to maintain its solid market position in
the e-learning space and generate good operating profits and free
cash flows.

The last rating action for SkillSoft was on July 29, 2008, when
Moody's upgraded SkillSoft's rating to B1 from B2.

SkillSoft is a SaaS provider of on-demand e-learning and
performance support solutions for global enterprises, government,
education and small to medium-sized businesses.  The company's
product offerings consist of an extensive set of e-learning
content offerings including business skill, IT proficiency, and
compliance courseware, a proprietary web-based LMS, and online
referenceware for business and IT books.  For the last twelve
month period ended January 31, 2010, the company's revenues and
EBITDA (Moody's adjusted) were $315 million and $120 million,
respectively.


STANDARD STEEL: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pittsburg-based Standard Steel LLC to 'B' from 'B-'.
The rating on the company's $140 million senior notes remains 'B'
and the recovery rating is '3', indicating S&P's expectation that
lenders would receive meaningful (50% to 70%) recovery in a
payment default scenario.  S&P also withdrew the ratings on the
company's bank facility, as it has been repaid.

The rating actions, reflect the company's completed $140 million
senior notes offering.  "Standard Steel has used the proceeds to
repay previously outstanding term loan borrowings, eliminating
financial maintenance covenant tests," said Standard & Poor's
credit analyst Robyn Shapiro.  "S&P believes the refinancing
improved Standard Steel's liquidity position and debt maturity
profile," she continued.  The ratings on Standard Steel reflect
the company's highly leveraged financial profile and weak business
risk profile as an integrated manufacturer of steel wheels and
axles.

Due to weakening end markets in 2010, Standard & Poor's expects
credit metrics to worsen somewhat, but should nonetheless remain
consistent with S&P's expectations at the 'B' rating level.
However, S&P could lower the ratings if a worse-than-expected
market downturn weakens liquidity or results in a meaningful
deterioration of credit measures.  For example, FFO to total debt
below 10% for an extended period of time.  Conversely, if
operating trends show sustained improvement and the company's
credit measures, liquidity, and financial policies support this
trend, S&P could raise the ratings.


STATION CASINOS: Hourly Employees Go to Court on Retention Issues
-----------------------------------------------------------------
For the first time, hourly employees of Las Vegas gaming company
Station Casinos attended the company's bankruptcy proceedings in
Reno.  Their presence was noted by the parties involved and it was
the first time worker retention was a significant topic in the
company's bankruptcy proceedings.  The workers are members of an
Informal Committee of Station Employees that was formed several
weeks ago to give hourly employees a voice in the bankruptcy
proceeding involving Station Casinos, Inc.

"I joined the Committee because I want to make sure people
understand how we will be affected by their decisions," said Jose
O. Mendoza, Food Server, Sunset Station Hotel & Casino.  "We have
bills to pay, kids to feed, and we need to keep roofs over our
heads.  I want to make sure our jobs and benefits are protected.
Las Vegas doesn't need more people out of work, unable to pay
their bills, losing their homes, and filing for bankruptcy."

The Committee filed an objection on April 21, 2010 with the
bankruptcy court challenging the company's proposed reorganization
plan, which is supported by two of its lenders, Deutsche Bank and
J.P. Morgan Chase.  In its objection, the Committee cited several
plan flaws, including its failure to meaningfully address worker
retention.  The Committee also called on the Court to order the
company to end its anti-union campaign, which could jeopardize a
successful reorganization.  The company's anti-union campaign has
resulted in the filing of over 200 unfair labor practice charges
with the National Labor Relations Board.

"Until now, no one has spoken for Station Casinos employees in
this case," said the Committee's legal counsel Richard G.
McCracken.  "Given the certainty that there will be sweeping
ownership changes at Station Casinos, we want the Court and the
parties involved to hear from the company's employees about what
is happening to them, their concerns for the future, and the need
for meaningful workforce retention provisions in any proposed
reorganization plan."

There is precedent for making workforce retention a key
consideration in the Chapter 11 reorganization of a gaming company
in Nevada.  In the Aladdin bankruptcy, the Court made worker
retention a requirement for consideration of any bid to purchase
the Las Vegas Strip resort casino.  Also, it is a standard
practice in the Las Vegas gaming industry to retain the bulk of
hourly workers in the event of a change in casino ownership, as a
result of provisions in collective bargaining agreements between
the Culinary and Bartenders unions and the majority of casino
employers on the Las Vegas Strip and in the downtown.

The Committee of employees is represented by the same law firm,
McCracken, Stemerman & Holsberry, that represents the Culinary
Workers Union, Local 226, and Bartenders Union, Local 165.  The
Committee was formed with the assistance of the unions, which are
paying the Committee's legal fees.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUMNER REGIONAL: Files for Chapter 11 to Sell to LifePoint
----------------------------------------------------------
Sumner Regional Health Systems Inc. filed a Chapter 11 petition
(Bankr. M.D. Tenn. Case No. 10-04766) on April 30 in Nashville to
sell its hospital operation under a $154.1 million contract with
LifePoint Hospitals Inc.

Sumner intends to sell its assets to LifePoint for $156 million
absent higher and better bids at an auction.  Sumner wants an
auction and sale hearing during the week of May 31. S

Debt includes $162 million in two secured tax-exempt revenue bonds
issued in 2007 and 2008.  The bonds were issued as part of an
expansion program.  The hospitals discovered after the bonds were
issued that operating results were overstated for 2008. The
hospitals have been experiencing operating losses and negative
cash flows.

                       About Sumner Regional

Based in Gallatin, Tennessee, Sumner Regional Health Systems Inc.
is the non-profit operator of four acute-care hospitals serving 11
counties in Tennessee.  LifePoint has 48 hospitals in 17 states.
Sumner's flagship facility is the 155-bed Sumner Regional in
Tennessee.

Sumner Regional listed book assets of $212.7 million and
liabilities totaling $180.7 million.  Revenue for the fiscal year
ended May 31, 2009 was $138.7 million.

Robert A. Guy, Esq., at Frost Brown Todd LLC, serves as counsel to
the Debtor.


SUNRISE SENIOR LIVING: Closes Deals with Lenders of German Units
----------------------------------------------------------------
Sunrise Senior Living Inc. reported that it has completed the
restructuring transactions with three of the lenders to its German
subsidiaries, Capmark Finance Inc., Natixis, London Branch, and
Fortis Bank, UK Branch.  Under the restructure transactions, which
were first announced in October 2009, such lenders agreed to
settle and compromise claims that they may have had against
Sunrise with respect to its German subsidiaries.

Sunrise also said that it has entered into a partial settlement
and waiver declaration with Aareal Bank AG, pursuant to which
Sunrise will be released from its operating deficit and payment
guarantee obligations with respect to loans previously made by
Aareal to certain of Sunrise's German subsidiaries in exchange
for, among other things, a cash payment of EUR 2.1 million.

Sunrise is actively working to settle and compromise claims that
one remaining lender to its German communities may have against
Sunrise.

"I am very grateful for the persistent work of my colleagues, our
advisors and our banks to accomplish this restructuring," said
Mark Ordan, Sunrise's chief executive officer.

                        Going Concern Doubt

According to the Troubled Company Reporter on March 3, 2010, Ernst
& Young LLP of McLean, Virginia, express substantial doubt about
Sunrise Senior Living Inc.'s ability as a going concern after
auditing the company's financial statement for the year ended Dec.
31, 2009.  The auditor said the Company cannot borrow under the
bank credit facility and the Company has significant debt maturing
in 2010 which it does not have the ability to repay.

                    Cash and Liquidity Update

Sunrise had $39.3 million of unrestricted cash at Dec. 31, 2009.
Sunrise has no borrowing availability under its bank credit
facility, and has significant scheduled debt maturities in 2010
and significant debt that is in default.  As of December 31, 2009,
Sunrise had debt of $440.2 million, of which $227.2 million of
debt is scheduled to mature in 2010, including $33.7 million under
its bank credit facility, which is due in December 2010. Debt that
is in default totals $317.2 million, including $198.7 million of
debt that is in default as a result of the failure to pay
principal and interest to the lenders of Sunrise's German
communities. Sunrise is seeking waivers with respect to existing
defaults to avoid acceleration of these obligations.

On Feb. 12, 2010, Sunrise extended $56.9 million of debt that was
either past due or in default at December 31, 2009.  The debt is
associated with an operating community and two land parcels.  In
connection with the extension, Sunrise (i) made a $5.0 million
principal payment at closing, (ii) extended the terms of the debt
to no earlier than December 2, 2010, (iii) provided for an
additional $5.0 principal payment on or before July 31, 2010, and,
among other items, (iv) defaults under the loan agreements were
waived by the lenders.

                     About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

The Company reported $910.58 million in total assets and
$884.35 million in total liabilities, resulting to a
$26.23 million stockholders' deficit as of Dec. 31, 2009.


SW BOSTON: Says Prudential Caused Bankruptcy Reorganization
-----------------------------------------------------------
SW Boston Hotel Venture LLC is seeking permission from the
Bankruptcy Court to use cash representing collateral for secured
lenders' claims.

Bill Rochelle at Bloomberg News reports that SW Boston's
liabilities include $181 million owing to the construction lender,
Prudential Insurance Co. of America.  Newark, New Jersey-based
Prudential declined to restructure the construction loan on "terms
acceptable to the debtor," SW Boston said in a court filing.

SW Boston said that sale of its condominium units has been "slower
than initially projected."  It said that financial problems
resulted from the "dramatic downturn in the global economy."

                       About SW Boston Hotel

SW Boston Hotel Venture LLC filed for Chapter 11 on April 28, 2010
in Boston (Bankr. D. Mass. Case No. 10-14535), listing both assets
and liabilities of between $100 million and $500 million.  The
Debtor is the developer of the W Hotel in Boston.

Hanify & King PC represents the Debtor in its Chapter 11 effort.

Debtor-affiliates include Auto Sales & Service Inc., General
Trading Co., Frank Sawyer Corp. and 100 Stuart Street LLC.


THORNBURG MORTGAGE: Orrick Wants Trustee's Lawsuit Dismissed
------------------------------------------------------------
Orrick, Herrington & Sutcliffe wanted the court to dismiss a
lawsuit filed by Thornburg Mortgage's trustee, accusing the firm
of helping Thornburg officials siphon millions from their own
company, according to Zach Lowe at The American Lawyer.  The case,
Mr. Lowe notes, is enormously complex and involves allegations of
misappropriated money, stolen laptops, missing company
information, and a group of law firms that backed out of
representing Thornburg because they were uncomfortable with the
company's requests.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).
Thornburg has changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, has been tapped as
counsel.  Orrick, Herrington & Sutcliffe LLP is employed as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., have been tapped as investment
banker and financial advisor.  Protiviti Inc. has also been
engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging
Strategies, Inc.


TRANSFIRST HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Rating Services said it withdrew its ratings on
TransFirst Holdings Inc., including the 'B' corporate credit
rating, at the company's request.


TRAWOOD LANCERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Trawood Lancers Club, Inc.
        aka Lancers Club-Trawood
        3135 Trawood Dr.
        El Paso, TX 79936

Bankruptcy Case No.: 10-30937

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Leif M. Clark

Debtor's Counsel: E.P. Bud Kirk, Esq.
                  Terrace Gardens
                  600 Sunland Park Drive, Bldg 4, #400
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  E-mail: budkirk@aol.com

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

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

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

The petition was signed by Tim Rich, vice president.


TSG INC: Has Until June 25 to Propose Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
extended TSG Incorporated's exclusive periods to file and solicit
acceptances for the proposed Plan of Reorganization until June 25,
2010, and August 27, 2010, respectively.

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.  The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


UAL CORP: Amends Employment Deal with CEO Tilton
------------------------------------------------
Glenn F. Tilton, UAL Corporation's chairman, president and chief
executive officer, agreed to amend his employment deal in
connection with UAL's planned merger with Continental Airlines
Inc.

Upon the completion of the Merger, Mr. Tilton will cease to be
chief executive officer of the combined company, his employment
will terminate, and he will become non-executive chairman of the
board of directors of the combined company, a position that he is
expected to hold until the later of December 31, 2012, and the
second anniversary of completion of the Merger.

Pursuant to the terms of his current employment agreement, Mr.
Tilton is entitled to certain payments and benefits upon
termination of his employment.  Given Mr. Tilton's ongoing role
with the combined company following completion of the Merger, UAL
and Mr. Tilton felt that it was important for Mr. Tilton to
maintain a substantial interest in the continued success of the
combined company.

In furtherance of that objective, UAL and Mr. Tilton agreed that
payment of certain amounts that would otherwise be payable to Mr.
Tilton immediately upon termination should be postponed, and that
these amounts should remain at risk based on fluctuation of the
combined company's common stock following completion of the Merger
and should be forfeited unless Mr. Tilton remains as chairman
until the Chairman Retirement Date or leaves under certain
circumstances.

Accordingly, on May 2, 2010, UAL and Mr. Tilton entered into an
agreement.  The amounts described below are based on Mr. Tilton's
current compensation, on an assumed Merger completion date of
December 31, 2010, and on an assumed UAL common stock value of $22
per share at the time of Merger completion.

     (1) Waiver of Cash Severance.  Under the terms of his
         existing employment agreement, Mr.  Tilton would be
         entitled to a lump-sum cash severance payment of
         $4,625,000 upon termination of his employment.
         Mr. Tilton has agreed to waive this payment.

         In consideration for the waiver, he will be entitled to
         receive a grant of restricted shares immediately
         following the completion of the Merger.  The number of
         restricted shares that he receives will be determined by
         dividing the value of the severance that he waived by the
         value of the common stock prior to the completion of the
         Merger.  He will vest in these restricted shares if he
         remains in the position of chairman until the Chairman
         Retirement Date.  In addition, these shares will vest if
         his service as chairman terminates due to death,
         "disability" or by the board of directors of the combined
         company without "cause" (each as defined in Mr. Tilton's
         current employment agreement) or retirement with the
         consent of the board of director of the combined company
         (each such termination, a "Qualifying Chairman
         Termination").  If his service as chairman terminates for
         any other reason prior to the Chairman Retirement Date,
         he will immediately forfeit these restricted shares.

     (2) Waiver of Stock Option Acceleration.  Under the terms of
         Mr. Tilton's existing employment agreement, Mr. Tilton
         would be entitled to accelerated vesting of all of his
         stock options upon termination of his employment.  The
         estimated "spread" value of these stock options is
         $4,570,672.  Mr. Tilton has agreed to waive all rights to
         such accelerated vesting.

         Instead, Mr. Tilton's stock options will vest in the
         event of his continuous service as chairman through the
         earlier of the original vesting date and the Chairman
         Retirement Date.  Furthermore, the options will vest upon
         a Qualifying Chairman Termination.  If his service as
         Chairman terminates for any other reason prior to the
         Chairman Retirement Date, he will immediately forfeit any
         remaining unvested stock options.  Furthermore, so long
         as Mr. Tilton continues to serve as chairman through the
         Chairman Retirement Date or experiences a Qualifying
         Chairman Termination, the post-termination exercise
         period on his stock options will begin to run when he
         ceases to be chairman, rather than when his employment
         terminates.

     (3) Waiver of Restricted Stock Unit Acceleration.  Under the
         terms of Mr. Tilton's existing employment agreement, Mr.
         Tilton would be entitled to accelerated vesting of all of
         his restricted stock units upon termination of his
         employment.  The estimated value of his unvested
         restricted stock units is $9,878,648.  Mr. Tilton has
         agreed to waive all rights to such accelerated vesting.

         Instead, each unvested restricted stock unit will be
         converted into one restricted share and such restricted
         shares will vest or be forfeited in the same manner as
         described with respect to his stock options.

     (4) Proration of 2009 Long-Term Cash Incentive Award.  Under
         the terms of Mr. Tilton's existing employment agreement,
         Mr. Tilton would be entitled to full payout of his 2009
         long-term cash incentive award, to be paid at a level
         determined by the HRSC.  Pursuant to the amendment, Mr.
         Tilton agreed that upon termination of employment, he
         will receive only a prorated portion of this award, to be
         paid at the target level.  Assuming his employment
         terminates on December 31, 2010, the amount of such
         payment would be $1,733,333.

         UAL has agreed to indemnify Mr. Tilton for any taxes or
         penalties as a result of Section 409A of the Internal
         Revenue Code that may be incurred in connection with the
         amendment of his existing employment agreement, provided
         that Mr. Tilton must  cooperate with UAL by executing
         amendments to avoid such taxes and penalties.

                  About Continental Airlines

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

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

                          *     *     *

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

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

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

                     About UAL Corporation

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

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

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


UAL CORP: Approves Management Retention Deals with 5 Officers
-------------------------------------------------------------
In connection with UAL Corporation's planned merger with
Continental Airlines Inc., the board of directors of UAL and its
Human Resources Subcommittee approved entry into Management
Retention Agreements with each of UAL's Section 16 officers other
than its Chairman and CEO Glenn Tilton.  Those officers are:

     * Graham Atkinson,
     * Peter McDonald,
     * Kathryn Mikells,
     * Thomas Sabatino, Jr. and
     * John Tague.

The Management Retention Agreements are designed to be consistent
with current market practices and to establish a degree of
comparability with the programs offered to similarly situated
executives at Continental.

The HRSC also approved changes to UAL's active and retired officer
travel policy.  With the exception of the changes to the active
and retired officer travel policy, the rights and obligations of
all parties to these retention arrangements are expressly
contingent upon completion of the Merger.

The Management Retention Agreements generally do not provide for
"single-trigger" payments or benefits (i.e., payments or benefits
that will be provided automatically upon completion of the
Merger).  Instead, each Management Retention Agreement provides
for the pay and benefits in the event the officer's employment is
terminated without "cause" or for "good reason" (each, as defined
in the Management Retention Agreement) within the two-year period
following completion of the Merger.  In consideration for the
protections provided pursuant to the Management Retention
Agreement, each officer is required to waive all rights to
accelerated vesting of equity-based and long-term incentive awards
that would otherwise occur as a result of the completion of the
Merger.

In the event that an officer's employment is terminated under
circumstances entitling the officer to severance, provided that
the officer executes a release of claims in favor of UAL and its
subsidiaries, the officer will be entitled to these termination
pay and benefits:

     (1) Cash severance equal to 2.75 times the sum of the
         officer's base salary and current target bonus, provided
         that, solely in the case of Mr. McDonald, the amount of
         his severance will be reduced by $2,634,082, which is the
         amount of the special retention payments he previously
         received from UAL pursuant to a 2008 amendment to his
         employment agreement;

     (2) A bonus for the year of termination to be paid at the
         greater of target level and actual performance for months
         completed during the year of termination of employment.
         If the officer's employment terminates in the year in
         which the completion of the Merger occurs, the full bonus
         will be paid, and if termination occurs in another year,
         a prorated bonus will be paid;

     (3) Continued medical and dental benefits equivalent to those
         provided to senior officers who remain actively employed
         by UAL until the officer is eligible for retiree medical
         benefits (after taking into account additional age and
         service credit provided to bridge the officer to
         eligibility), at which time the officer will receive
         retiree medical benefits;

     (4) Travel privileges at the level currently provided to
         retired officers of UAL for the remainder of the
         officer's lifetime, which privileges would apply to the
         combined company's flight system;

     (5) Executive outplacement services for a period of one year
         following termination; and

     (6) Vesting of all unvested long-term incentive awards then
         held by the officer.

The Management Retention Agreements do not provide for a gross up
with respect to any payments or benefits that are subject to an
excise tax as a result of Section 280G of the Internal Revenue
Code.  However, the Management Retention Agreements do provide
each officer with certain protections against taxes and penalties
under Section 409A of the Internal Revenue Code, provided that the
officer cooperates with UAL by executing amendments to avoid such
taxes and penalties.

Each officer would be subject to restrictive covenants prohibiting
solicitation or hiring of any employee of UAL or its subsidiaries
for a period of two years following termination of the officer's
employment for any reason.  In addition, the officer would be
bound by an obligation of confidentiality with respect to UAL and
its subsidiaries.

In addition to the Management Retention Agreements with Section 16
officers, UAL has also established retention arrangements for
other officers, and will continue to take actions to support
retention across its workforce to ensure business operations are
stable and not disrupted as a result of the Merger.

                  Definition of Change of Control

The 2008 Incentive Compensation Plan provides that, upon a "change
of control", all outstanding equity-based awards grants under the
ICP will become immediately vested in full, and all outstanding
long-term cash incentive awards will be deemed to have been
achieved at target and will be paid on a pro rata basis.
Similarly, the 2006 Management Equity Incentive Plan provides
that, upon a "change of control", all outstanding equity-based
awards granted under the MEIP will become immediately vested in
full.

The ICP and the MEIP define a "change of control" to include a
merger if, immediately following the merger, UAL stockholders do
not continue to hold a majority of the voting power of the
combined company.  In addition, under the terms of the ICP, the
board of directors of UAL has the authority to determine that an
event or transaction will constitute a "change of control" for
purposes of the plan.  Given that (1) the Merger is structured as
a merger of equals, (2) the Merger will result in a change of
control for purposes of Continental's outstanding long-term
incentive awards and (3) UAL's current market capitalization is
relatively close to Continental's, UAL's board of directors
determined that the Merger should be considered a change of
control for purposes of the ICP.  In addition, the HRSC amended
the terms of all outstanding equity-based awards granted under the
MEIP to provide that such awards will become immediately vested in
full upon completion of the Merger.

                   Waiver of Accelerated Vesting

In consideration for the protections provided under UAL's
retention arrangements with officers, UAL's officers are required
to waive their rights to accelerated vesting of all of their
outstanding equity-based and long-term incentive awards upon
completion of the Merger.  Instead, stock options, restricted
shares, restricted stock units and long-term cash incentive awards
held by members of this group will remain unvested upon completion
of the Merger and will only vest following the Merger if the
officer remains employed by UAL through the applicable vesting
date or if the officer's employment is terminated by us without
"cause" or by the officer for "good reason" (each, as defined in
the relevant retention arrangement).  Further, upon the completion
of the Merger (1) restricted shares and restricted stock units
will be converted into a fixed amount in cash based on the average
closing price of UAL common stock for the 20 trading days
preceding the completion of the Merger and (2) performance under
the long-term cash incentive awards will be deemed to have been
achieved at target-level performance and will be paid in full upon
vesting, rather than on a prorated basis.

        Changes to Active and Retired Officer Travel Policy

Consistent with practices of certain other airlines, UAL amended
its active and retired officer travel policy to eliminate gross-
ups on the taxation of post-termination travel privileges for
officers hired on or after May 1, 2010.  Subject to an annual cap,
current officers would still be entitled to tax gross-ups on
travel while they are active officers of UAL and on post-
separation travel privileges if either (1) they retire and meet
the age and service requirements for retired officer travel
privileges or (2) they qualify for enhanced severance pursuant to
a retention arrangement established in connection with the Merger,
as described above.  In addition, an annual cap of $25,000
(subject to annual adjustment) on the amount of tax gross-ups for
both active and former officer travel applies beginning on May 1,
2010.

                  About Continental Airlines

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

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

                          *     *     *

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

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

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

                     About UAL Corporation

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

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

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


UAL CORP: Fitch Puts 'CCC' Issuer Default Rating on Positive Watch
------------------------------------------------------------------
Fitch Ratings has placed the ratings of UAL Corp. and its
principal operating subsidiary United Airlines, Inc. on Rating
Watch Positive following the announcement of the planned merger
between UAL and Continental Airlines, Inc.

Fitch places these ratings on Rating Watch Positive:

  -- Issuer Default Rating for both UAL and United 'CCC';
  -- United's secured bank credit facility 'B+/RR1';
  -- United's senior unsecured rating 'C/RR6'.

An upgrade of the IDR to 'B-' could follow later in 2010 or at the
time of the merger's closing if continuing revenue strength and a
benign jet fuel price environment leads UAL to report consistently
positive stand-alone free cash flow and declining debt levels.  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.

The Rating Watch Positive reflects Fitch's view that a merger
between UAL and CAL, if ultimately closed under terms similar to
those outlined, will eventually support sustainable improvements
in margins, positive FCF 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 UAL and CAL.

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.

On a stand-alone basis, UAL's credit profile has strengthened
considerably over the last several months as consistently
improving unit revenue trends, positive FCF and more reliable
access to the capital markets have pushed unrestricted liquidity
substantially higher.  United's current unrestricted cash and
investments balance of $4.5 billion provides the airline with
substantial flexibility should the industry operating environment
worsen.  In addition, the airline's fixed obligation burden is
relatively light through at least 2012, reflecting the successful
refinancing of near-term maturities and the absence of defined
benefit pension funding obligations.  Unlike other legacy
carriers, moreover, UAL has no fleet capital commitments until
widebody replacement aircraft begin arriving in the middle of the
decade.  Capital spending levels, as a result, are expected to
remain modest (below $500 million in 2010).  Combined 2011 capex
for the post-merger airline will likely exceed $1.5 billion,
driven by CAL's heavier spending on new aircraft.

All of these factors should put UAL in a position to continue de-
levering its balance sheet, albeit at a modest pace, over the next
several quarters.  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.

Signs of an improving demand and fare environment were clearly
evident in UAL's first quarter results, with consolidated RASM
growing by 19% year over year.  The recovery in high-fare demand
has been most apparent in international markets, with trans-
Pacific RASM increasing by 30%.  Capacity constraint during the
recession has put the carrier in a good position to report solid
RASM gains in 2010 as passenger yields continue to trend
significantly higher across all regional markets.  UAL and CAL are
both reporting material improvement in revenue as a result of
better feed within the Star Alliance since CAL joined the alliance
last October.

Fuel price volatility remains a major concern for UAL and the
entire industry in light of the steady run-up in crude oil and jet
fuel prices since early 2009.  United has ramped up 2010 fuel
hedge protection over the last few months following a period of
large hedge losses in 2008 and 2009.  For the remainder of 2010,
approximately 54% of projected fuel consumption is hedged via
swaps and call options with average crude oil equivalent price
caps of $79 per barrel.  Protection beyond 2010 is limited,
however, and the carrier remains vulnerable to a sharp spike in
energy prices as global energy demand picks up.


UAL CORP: Moody's Reviews 'Caa1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service placed its Caa1 corporate family ratings
and all of its other long-term debt ratings of UAL Corporation and
United Air Lines, Inc., on review for possible upgrade following
the May 3, 2010 joint announcement with Continental Airlines, Inc.
that the two carriers have reached a definitive agreement to merge
in a stock-for-stock transaction.  In a related action, Moody's
affirmed all of its debt ratings of CAL including the B2 Corporate
Family Rating and SGL-3 Speculative Grade Liquidity Rating and
kept its rating outlook for CAL at negative.  According to the
merger announcement, CAL shareholders will receive 1.05 shares of
UAL common stock for each of their existing CAL shares.  The
merger, which is subject to closing conditions, is expected to
become effective on or before December 31, 2010.  Moody's also
upgraded its Speculative Grade Liquidity rating of UAL to SGL-2
from SGL-3.

The combination of these two carriers would create the largest
airline in the world, measured by annual revenues.  "We believe
that if the merger closes as planned, the combined company's
credit profile would be indicative of a rating in the single-B
category," said Moody's Vice President, Jonathan Root.  Placing
UAL's ratings on review reflects the potential credit benefits the
combination would provide to UAL, including an expanded network,
increased cash flow generating capacity, and potential cost and
revenue synergies that could result from combining the two airline
operations under a single operating certificate.  In addition, the
integration of the two fleets should increase operating
flexibility and provide incremental efficiencies because of the
younger age of CAL's fleet.  The upgrade of UAL's SGL rating to
SGL-2 reflects the recent increase in the unrestricted cash
balance to above $4.3 billion.  In April 2010, UAL received from
escrow the proceeds of the senior secured notes it issued in
January 2010, after completing the exchange of collateral with
UAL's first lien senior secured credit facility.  Moody's also
anticipates that the high operating leverage of UAL's trans-
Pacific routes will support the continuing generation of free cash
flow, given the company's current capital investment strategy.

In affirming the Corporate Family Rating of CAL with a negative
outlook, Moody's noted that the benefits of the merger with UAL in
conjunction with anticipated improvement in operating performance
associated with the economic upturn could be supportive of the
current B2 rating.  This could occur if the cost of labor's assent
to the merger does not too heavily offset the expected cost
synergies and the recent and budding improvements in both
companies operating results are sustained as 2010 progresses.
However, the negative outlook considers the industry's weak track
record in successfully executing large business combinations, and
the indication that most of the synergies from the transaction
will come from revenue initiatives, which are often more difficult
to achieve in Moody's opinion.  The success of the merger will
also be dependent on the companies successfully meeting certain
hurdles, including attaining labor's buy-in at a reasonable price,
limited divestitures or other restrictions required by regulators
and approval by shareholders of both companies.

Because the transaction is not expected to close before December
2010, Moody's will monitor developments with respect to each
company's stand-alone credit profile and the progression of the
milestones leading up to the closing.  To the extent that the
improving economic climate results in further improvement of
either company's operating performance, interim rating or outlook
changes could be taken for UAL or CAL.

Moody's review will consider the specific programs that the
companies will undertake to achieve the targeted revenue
synergies, which represent a disproportionate piece of the total
synergy pie.  The ultimate price of labor's consent will be an
important determinant of the company's future unit cost structure
and, thus, its competitiveness with other legacy, and the low cost
carriers.  According to the issuers, there is very limited overlap
of the two networks.  Nevertheless, Moody's will monitor the
regulatory review to ascertain the impact of any required
divestitures on the combined company's network, as well as
consider the degree of risk in executing the multi-year
integration plan.

The review will also consider the post-merger legal and debt
structures of UAL.  Specifically, the relative priorities of claim
of the different debt obligations that comprise the post-merger
debt capital structure need to be identified in order to assess
the degree, if any, of structural subordination that might exist.

The last rating action on UAL was on January 11, 2010, when
Moody's assigned a Caa2 rating to the $200 million second lien
senior secured notes due 2013 of United Air Lines.  The last
rating action on CAL was on October 27, 2009, when Moody's
assigned Baa2 and Ba2 ratings to the A and B tranches,
respectively of Continental's 2009-2 Enhanced Equipment Trust
Certificates.

Upgrades:

Issuer: United Air Lines, Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

On Review for Possible Upgrade:

Issuer: Denver (City & County of) CO

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently Caa2, LGD5, 78%

Issuer: UAL Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Caa1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Caa1

Issuer: United Air Lines, Inc.

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)B3

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently B3

  -- Senior Secured Enhanced Equipment Trust, Placed on Review for
     Possible Upgrade, currently a range of B1 to Ba1

  -- Senior Secured Pass-Through, Placed on Review for Possible
     Upgrade, currently a range of B2 to Ba1

  -- Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B2, LGD5, 71%

Outlook Actions:

Issuer: UAL Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: United Air Lines, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

United Air Lines, Inc., and its parent, UAL Corporation, are based
in Chicago, Illinois.  United is one of the largest passenger
airlines in the world.

Continental Airlines, Inc., based on Houston Texas, is the world's
fifth largest airline as measured by the number of scheduled miles
flown by revenue passengers in 2009.


UAL CORP: S&P Puts 'B-' Corp. Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on UAL Corp. and subsidiary United Air Lines Inc.,
and S&P's ratings on their secured and unsecured debt, on
CreditWatch with positive implications.  S&P also placed its
ratings on United's enhanced equipment trust certificates on
CreditWatch with developing implications.  Although S&P's recovery
ratings on selected United secured and unsecured debt are
unaffected by the rating action, S&P will review them as well

UAL and Continental 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 complete 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 foresee
one-time merger 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.  "These risks
primarily relate to potential added labor costs and labor
integration problems," he continued.

S&P could most likely raise S&P's corporate credit ratings on UAL
and United to 'B' if the merger is completed and S&P feel that the
combined credit profile, including Continental, is materially
superior to the current one.  Alternatively, S&P could affirm the
existing 'B-' corporate credit ratings if S&P feel that the risks
balance or outweigh opportunities.  S&P could also raise, lower,
or affirm its ratings on United's enhanced equipment trust
certificates.  This would depend on its determination of United'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.


UAL CORP: Merger Subject to Stockholders, Antitrust Approvals
-------------------------------------------------------------
UAL Corp., informed the U.S. Securities and Exchange Commission in
a regulatory filing dated May 3, 2010, that the merger between
United Air Lines, Inc. and Continental Airlines, Inc. is subject
to the carriers' shareholders, as well as regulatory clearance and
certain other closing conditions.  UAL said it is committed to
obtaining the necessary approvals and clearances in a timely
manner and hope to close the merger by the end of the year.  Until
then, United and Continental will continue to operate
independently and continue to drive improvements in each of the
companies' businesses.

United Airlines Senior Vice President and Chief Marketing Officer
Thomas F. O'Toole further clarified that the merger did not affect
any travel on May 3, 2010, or any flight in the near future on
United or Continental.  He said customers can continue to make
reservations for travel and redeem miles with its airline of
choice, as well as continue to earn miles with a Mileage Plus
credit card.  Customers will not have to redeem their miles before
the merger is closed, he added.

The Justice Department and Federal Trade Commission share
jurisdiction over antitrust and competition matters but the
Justice Department usually handles with airline deals, notes
Reuters.

A spokesperson of the U.S. Department of Justice's antitrust
division confirmed that the department is examining the merger,
according to reports.

However, the signals from Washington regarding the merger were not
quite as optimistic, Susan Carey of The Wall Street Journal
discloses.  U.S. Senator Herb Kohl, chairman of the antitrust
panel for the Senate Judiciary Committee, revealed that the merger
will affect travel choices for millions of consumers and that his
subcommittee is likely to hold a hearing to examine whether the
merger will lead to higher prices or lower quality of service, Ms.
Carey points out.

To win approval of the merger, United and Continental may need to
cede some flights, John Hughes and Jeff Bliss of Bloomberg News
added.  United and Continental's move comes as the Justice
Department may question whether the deal would limit competition
on routes to China and Japan and from New York to Europe,
prompting the airlines to give up routes or airport takeoff and
landing slots, Mike Goldman, Esq., a Washington aviation attorney,
explained in an interview with Bloomberg.

Messrs. Hughes and Bliss recall that in June 2009, the Justice
Department called for limits on Continental's request to
coordinate flights overseas with United, saying the plan was
unprecedented in scope and breadth, sanctioning collusion,
Bloomberg states.

Ms. Carey added that the merger is expected to enable the carriers
to cut capacity, which would give the entire industry more leeway
to raise fares.  However, Glenn Tilton, chairman, president and
chief executive officer of UAL and Jeff Smisek, chairman,
president and chief executive officer of Continental did not
address their plans for capacity, but said the merged company's
lower costs should help it be attractive to leisure customers, Ms.
Carey states.

The Journal says the investors seemed to like the proposed merger,
details of which have been leaking out almost since the two
companies initiated talks April 9, 2010.  As of May 3, 2010, UAL
shares were up 1.8% to $21.99 and Continental shares gained 1.2%
to $22.62, Ms. Carey points out.

Using UBS Investment Research estimates, United and Continental
may cut their domestic capacity by as much as 10%, which would
represent 2% of industry capacity and make it easier to try to
push fares higher, Ms. Carey says.  "This is good news for all
major airlines and we believe shares should move importantly
higher," The Journal quoted UBS as saying.

Ms. Carey pointed out that labor issues, often the biggest problem
in airline mergers, may not be as contentious as feared.  Mr.
Smisek said the effect on front-line employees is expected to be
minimal, although there will be reductions in headquarter staff as
the new United eliminates duplication and keeps its headquarters
and operations control center in Chicago, Ms. Carey explains.

                      Unions' Statements

Indeed, unions representing United and Continental's flight
attendants, pilots and mechanics issued statements in the wake of
the merger.

On behalf of the pilots at United and Continental, Captain Wendy
Morse, chairman of United Master Executive Council and Captain Jay
Pierce, chairman of Continental Master Executive Council Air
Pilots Association, Inc., said in a joint public statement dated
May 3, 2010, "The pilots who fly for Continental and United are
prepared to stand shoulder to shoulder to support the creation of
a viable, profitable merged company."

The Chairpersons stressed the importance of a fair and equitable
seniority integration between the two pilot groups and a
businesslike commitment to achieving commensurate value for pilots
through the prompt negotiation, among others, of a new joint
collective bargaining agreement is recognized by all parties as
central to a successful airline merger.  "The pilots are prepared
to stand to oppose the transaction should those ideals and
concepts not immediately be fostered by the new management team,"
the Chairpersons asserted.

The flight attendants at United Airlines, represented by the
Association of Flight Attendants-CWA, AFL-CIO demanded that a new
contract with pay, benefit and work rule improvements must be
concluded before they can support the merger, according to a
public statement dated May 3, 2010.  Management needs to pay
attention to the extraordinary hurdles associated with any merger
transaction, Greg Davidowitch, AFA-CWA president at United, said.
"Integration of inflight operations could take years to complete
and it will not occur at all unless we can support the deal with
the protection of our jobs and improvement of our careers
upfront," he added.

The Teamsters Union noted in a public statement dated May 3, 2010,
that it believes there will be no layoffs if the merger is
completed, and that attrition will be through the normal attrition
process of retirement and resignation.  Still, the Teamsters is
assembling a team of experts to ensure its members' jobs and
interests are protected should the merger be approved by federal
regulators and shareholders.  The Teamsters represent about 8,000
mechanics at United; 5,000 mechanics at Continental and 8,000
fleet service workers at Continental.

"We are excited to hear of the news of the merger of Continental
and United," ExpressJet's President and Chief Executive Officer
Tom Hanley stated in a public statement dated May 3, 2010.
"Although there is no doubt that Continental and United will
undergo changes as the entities are combined, we are confident
that our services to each of these entities will remain at
industry leading levels," he related.

                   May 3 Investor Presentation,
                        Conference Call

UAL Corp. filed with the U.S. Securities and Exchange Commission
on May 3, 2010, a copy of the slides presented by Messrs. Tilton
and Smisek to provide additional information on the merger.

Mr. Tilton says the merger provides customers and communities with
access to an unparalleled network serving 370 destinations
worldwide.  The merger also combines award-winning customer
service and industry-leading on-time performance, he relates.  He
further notes that employees will benefit from a stronger global
competition and improved long-term career prospects.  The merger
will be a platform for improved profitability and sustainable
long-term value for shareholders, he relates.  He maintains that
the merger has flexibility to adapt to industry dynamics as
conditions change.

For his part, Mr. Smisek discloses that United and Continental
expect to incur a one-time consolidation costs of $1.2 billion in
three years.

Mr. Smisek further states that the merger enabled greater ability
to match capacity with demand, improve aircraft utilization and
optimize connectivity.  The merger also improved access from
Continental's hubs to United's Asia network, he notes.  Similarly,
there is an improved access from United's hubs to Continental's
Latin America and European networks, he says.  He discloses that
75% of synergies expected to be achieved in second year, with full
run-rate expected to be achieved in year three.

A full-text copy of the May 3 Investor Presentation is available
for free at: http://ResearchArchives.com/t/s?6136

A fact sheet on the Merger is available for free at:

              http://ResearchArchives.com/t/s?613d

In addition, United and Continental held a conference call and
press conference regarding the merger on May 3, 2010.

At the conference call, Aaron Smith of CNNMoney - Media asked how
the merger is going to impact the customers.  Specifically, Mr.
Smith asked whether United and Continental are going to charge
more for airfares.

In response, Mr. Tilton said that the merger is going to do a huge
benefit to the consumer because United and Continental are going
to put together a network that will provide unparelled
connectivity for the consumer.

Mr. Smisek also clarified that United and Continental are not
reducing competition but adding competition in light of the
merger.  "What we are doing is adding great utility.  This is a
huge consumer benefit.  And we are going to be responsive to
market demand.  That means if market demand increases, we are
going to add capacity appropriately; we're going to price our
product appropriately," he pointed out.

Transcripts of the conference call and press conference as filed
with the U.S. Securities and Exchange Commission and are available
for free at:

  http://ResearchArchives.com/t/s?613f
  http://ResearchArchives.com/t/s?6141

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

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

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

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

Meanwhile, All Nippon Airways Co. is expected to benefit from the
merger, The Nikkei Business Daily reports.  The deal -- which will
create the world's largest airline by traffic -- also will likely
speed-up the streamlining of flights between Japan and the U.S.,
as well as integrate related services and operations, Nikkei
Business explains.  ANA is a member of Star Alliance.

Citing UAL's and Continental's filings with the SEC and other
information, Barry S. Burr of Crain's Chicago Business notes that
the merger would create a company with a combined $9.6 billion in
retirement assets.  UAL has $5.4 billion in U.S. defined
contribution plans and $156 million in non-U.S. defined benefit
plans, Mr. Burr relates.  Continental has $1.37 billion in defined
benefit assets, Mr. Burr notes.  In defined contribution assets,
Continental has a combined $2.7 billion in three 401(k) plans, Mr.
Burr says, citing BrightScope, a company that analyzes DC plans.

                  About Continental Airlines

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

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

                          *     *     *

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

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

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

                     About UAL Corporation

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

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

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


UAL CORP: Amends Officer Retention Pacts in Light of Merger
-----------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission on May 4, 2010, UAL Corp., disclosed that it entered
into an Agreement and Plan of Merger with Continental Airlines,
Inc., and JTMergerSub Inc., a wholly owned subsidiary of UAL.  The
Merger Agreement provides that Merger Sub will be merged with and
into Continental, with Continental continuing as the surviving
corporation and as a wholly owned subsidiary of UAL.

Upon consummation of the Merger, the board of directors of the
combined company will consist of 16 members, composed of

  (i) Glenn F. Tilton, UAL's chief executive officer,
(ii) Jeffery A. Smisek, Continental's chief executive officer,
(iii) six independent directors from each of UAL and
      Continental,
(iv) a UAL director who is elected by the Air Line Pilots
      Association, International, the holder of the UAL Class
      Pilot MEC Junior Preferred Stock, and
  (v) a UAL director who is elected by the International
      Association of Machinists and Aerospace Workers, the
      holder of the UAL Class IAM Junior Preferred Stock.

Upon completion of the Merger, Mr. Tilton will serve as non-
executive chairman of the board of directors of the combined
company and will serve in that capacity until December 31, 2012 or
two years after the date the Merger is consummated, whichever is
later.  Mr. Smisek will serve as chief executive officer of the
combined company, and upon the date Mr. Tilton is no longer the
non-executive chairman, Mr. Smisek will succeed to the
chairmanship.

Prior to the Merger, Messrs. Tilton and Smisek will engage in a
planning process for integration purposes, which will include the
selection from the management ranks of UAL and Continental, in an
equitable and balanced manner, of those managers who will hold key
management positions at the combined company following the Merger.
Specific business functions to be located in Houston will be
determined prior to the Merger as part of the integration planning
process, Ms. Mikells notes.

UAL Chief Financial Officer and Executive Vice President Kathryn
A. Mikells says the completion of the Merger is subject to certain
conditions, including among others:

  (i) approval by UAL's stockholders of the issuance of the
      Common Stock and the amendment of UAL's certificate of
      incorporation to, among others, change UAL's name to
      "United Continental Holdings, Inc.";

(ii) adoption of the Merger Agreement by Continental's
      Stockholders;

(iii) the expiration or termination of the applicable waiting
      period under the Hart-Scott-Rodino Antitrust Improvements
      Act of 1976, as amended;

(iv) receipt of other material governmental consents and
      approvals, (both domestic and foreign) required to
      consummate the Merger;

  (v) the absence of any material injunction or legal restraint
      prohibiting the consummation of the Merger;

(vi) the registration statement on Form S-4 used to register
      the Common Stock to be issued as consideration for the
      Merger having been declared effective by the SEC;

(vii) the listing of the Common Stock on the New York Stock
      Exchange or NASDAQ having been authorized; and

(viii) delivery of customary opinions from counsel to UAL and
      counsel to Continental that the Merger will qualify as a
      tax-free reorganization for federal income tax purposes.

The Merger Agreement contains certain termination rights for UAL
and Continental, including if the Merger is not consummated on or
before December 31, 2010 and if the approval of the stockholders
of either UAL or Continental is not obtained.  Upon termination of
the Merger Agreement under specified circumstances, including
termination of the Merger Agreement by UAL or Continental as a
result of an adverse change in the recommendation of the other
party's board of directors, either party may be required to pay a
termination fee of $175 million.

In connection with the Merger, the board of directors of UAL and
its Human Resources Subcommittee approved amendments to certain
existing compensation plans and adopted certain new compensation
plans to (i) encourage retention, (ii) reduce the distractions to
UAL's management team resulting from the Merger and (iii) allow
UAL's management team to remain focused on completing the Merger.

Specifically:

(A) Pursuant to the terms of his current employment agreement,
   Mr. Tilton is entitled to certain payments and benefits upon
   termination of his employment.  Given Mr. Tilton's ongoing
   role with the combined company after completion of the
   Merger, UAL and Mr. Tilton felt that it was important for Mr.
   Tilton to maintain a substantial interest in the continued
   success of the combined company.  To that end, UAL and Mr.
   Tilton entered into an agreement with these salient terms:

   -- Mr. Tilton has agreed to waive a lump-sum cash severance
      payment of $4,625,000 upon termination of his employment.
      Instead, he will be entitled to receive a grant of
      restricted shares immediately after the completion of the
      Merger.  The number of restricted shares that he receives
      will be determined by dividing the value of the severance
      that he waived by the value of UAL common stock before the
      completion of the Merger.  He will vest in these
      restricted shares if he remains in the position of
      chairman until the Chairman Retirement Date.  Those shares
      will also vest if his service as chairman terminates due
      to death, "disability" or by the board of directors of the
      combined company without "cause" or retirement with the
      consent of the board of director of the combined company.
      If his service as chairman terminates for any other reason
      before December 31, 2012, and the second anniversary of
      the completion of the Merger, he will immediately forfeit
      these restricted shares.

   -- Mr. Tilton has agreed to waive all rights to accelerated
      Vesting of his stock options that has a "spread value" of
      $4,570,672 upon termination of his employment.  Instead,
      Mr. Tilton's stock options will vest in the event of his
      continuous service as chairman through the earlier of the
      original vesting date and the Chairman Retirement Date.
      The options will also vest upon a Qualifying Chairman
      Termination.  If his service as Chairman terminates for
      any other reason before the Chairman Retirement Date, he
      will immediately forfeit any remaining unvested stock
      options.

   -- Mr. Tilton has agreed to waive all rights with respect to
      accelerated vesting of all of his restricted stock valued
      at $9,878,648.  Instead, each unvested restricted stock
      unit will be converted into one restricted share and those
      restricted shares will vest or be forfeited in the same
      manner with respect to his stock options.

   -- Mr. Tilton agreed that upon termination of employment, he
      will receive only a prorated portion of a 2009 long-term
      cash incentive, to be paid at the target level.  Assuming
      his employment terminates on December 31, 2010, the amount
      of that payment would be $1,733,333.  UAL has agreed to
      indemnify Mr. Tilton for any taxes or penalties as a
      result of Section 409A of the Internal Revenue Code that
      may be incurred in connection with the amendment of his
      existing employment agreement, provided that Mr. Tilton
      must cooperate with UAL by executing amendments to avoid
      those taxes and penalties.

(B) UAL entered into Management Retention Agreements with these
   officers: Graham Atkinson, Peter McDonald, Kathryn Mikells,
   Thomas Sabatino, Jr. and John Tague.  Each Management
   Retention Agreement provides for pay and benefits if an
   officer's employment is terminated without "cause" or for
   "good reason" within the two-year period after completion of
   the Merger.  The termination pay and benefits are:

   -- Cash severance equal to 2.75 times the sum of the
      Officer's base salary and current target bonus, provided
      that, solely in the case of Mr. McDonald, the amount of
      his severance will be reduced by $2,634,082, which is the
      amount of the special retention payments he previously
      received from UAL pursuant to a 2008 amendment to his
      employment agreement;

   -- A bonus for the year of termination to be paid at the
      greater of target level and actual performance for months
      completed during the year of termination of employment.

   -- Continued medical and dental benefits equivalent to those
      provided to senior officers who remain actively employed
      by UAL until the officer is eligible for retiree medical
      benefits.

   -- Travel privileges at the level currently provided to
      retired officers of UAL for the remainder of the officer's
      lifetime.

   -- Executive outplacement services for a period of one year
      after termination.

   -- Vesting of all unvested long-term incentive awards then
      held by the officer.

In addition to the Management Retention Agreements, UAL has also
established retention arrangements for other officers, and will
continue to take actions to support retention across its workforce
to ensure business operations are stable and not disrupted as a
result of the Merger.

                  About Continental Airlines

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

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

                          *     *     *

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

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

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

                     About UAL Corporation

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

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

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


UNITED INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: United Industrial Electro Mechanical Services, Inc.
        163 Cramer Pike
        Johnstown, PA 15906

Bankruptcy Case No.: 10-70527

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  E-mail: jwalsh@spencecuster.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/pawb10-70527.pdf

The petition was signed by Matthew Wilks, president.


US CONCRETE: Moody's Cuts Probability of Default Rating to 'D'
--------------------------------------------------------------
Moody's Investors Service downgraded U.S. Concrete's probability
of default to D from Caa2, and corporate family rating to C from
Caa2 following the company's filing for protection under Chapter
11 of the U.S. Bankruptcy Code.  Subsequent to this rating action,
all ratings of U.S. Concrete will be withdrawn in accordance with
Moody's ratings withdrawal policy.

Downgrades:

* Probability of Default Rating, downgraded to D from Caa2;

* Corporate Family Rating, downgraded to C from Caa2;

* Senior Subordinated Regular Bond/Debenture, downgraded to C
  (LGD-6, 94%) from Caa3 (LGD-4, 66%).

Moody's last rating action for U.S. Concrete occurred on
February 25, 2010, at which time the company's corporate family
rating was downgraded to Caa2 from Caa1, and rating for its senior
subordinated notes to Caa3 from Caa2.

U.S. Concrete, headquartered in Houston, Texas, is a producer of
ready-mixed concrete, precast concrete and concrete-related
products, and ranks among the top ten ready-mixed concrete
producers in the U.S.  In 2009, the company generated
approximately $534 million in revenues and shipped approximately
4.5 million cubic yards of ready-mixed concrete.


US CONCRETE: Organizational Meeting to Form Panel on May 11
-----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on May 11, 2010, at 2:00 p.m.
in the bankruptcy case of U.S. Concrete, Inc., et al.  The meeting
will be held at J. Caleb Boggs Federal Building, 844 King Street,
Room 2112, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Houston, Tex.-based U.S. Concrete, Inc., aka RMX Industries, Inc.,
is a major producer of ready-mixed concrete, precast concrete
products and concrete-related products in select markets in the
United States.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.

James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M.
Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is the
Company's co-counsel.

Epiq Bankruptcy Solutions is the Company's claims agent.

According to the schedules, the Company says that assets total
$389,160,000 while debts total $399,351,000.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.


UTEX COMMUNICATIONS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
UTEX Communications Corp. filed with the U.S. Bankruptcy Court for
the Western District of Texas amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $275,038,284
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,826,225
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $24
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,413,771
                                 -----------      -----------
        TOTAL                   $275,038,284      $12,240,020

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, filed for Chapter 11 bankruptcy protection on March 3, 2010
(Bankr. W.D. Texas Case No. 10-10599).  Patricia Baron Tomasco,
Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


VALASSIS COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on Livonia, Mich.-based Valassis
Communications Inc.  S&P raised the corporate credit rating to
'BB-' from 'B+'.  The ratings were removed from CreditWatch, where
they were placed with positive implications Feb. 1, 2010.  The
rating outlook is stable.

At the same time, S&P revised its recovery rating on the company's
senior secured credit facility, comprising a $50 million revolving
line of credit due 2012, a $354 million term loan B due 2014, and
a $117 million delayed draw term loan due 2014.  S&P revised the
recovery rating to '1', indicating its expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default, from '2'.  The issue-level rating was raised to 'BB+'
(two notches higher than the 'BB-' corporate credit rating) from
'BB-', in accordance with S&P's notching criteria for a '1'
recovery rating.

S&P also revised its recovery rating on the company's 8.25% senior
notes due 2015 to '4', indicating its expectation of average (30%
to 50%) recovery for noteholders in the event of a payment
default, from '6'.  The issue-level rating was raised to 'BB-'
(the same level as the 'BB-' corporate credit rating) from 'B-',
in accordance with S&P's notching criteria for a '4' recovery
rating.

The change in recovery ratings reflects the amendment to Valassis'
credit agreement, which reduces the company's revolving credit
commitment and allows for the use of legal settlement proceeds to
repurchase a portion of outstanding senior unsecured debt.

"The ratings upgrade reflects Valassis' strong liquidity profile
and the company's improved credit measures given 2009 and first-
quarter 2010 performance," said Standard & Poor's credit analyst
Ariel Silverberg.

S&P expects continued improvement in operating trends throughout
the year.  In April 2010, lenders agreed to amend the company's
senior secured credit facility to allow Valassis to repurchase up
to $325 million of its 8.25% senior notes due 2015 in exchange for
a modest increase in pricing, fees and a reduction in the
revolving line of credit commitment to $50 million from
$100 million.  S&P believes the amendment suggests that a
meaningful portion of after tax settlement proceeds may be used
for debt reduction.

The 'BB-' rating reflects a high level of volatility in shared
mail profitability, competitive pressures in the FSI and shared
mail markets, low EBITDA margins, and a narrow business focus.
Management's solid track record of debt repayment and strong
liquidity at the current rating level partially offset these
risks.


VIKING SYSTEMS: Sells 4.3 Million Shares to Investors
-----------------------------------------------------
Viking Systems Inc. sold a total of 4,398,050 shares to the
Investor under the Investment Agreement for aggregate proceeds of
$934,897 in a series of transactions from March 2, 2010 through
April 29, 2010.  As of April 30, 2010, the Company's total shares
of common stock outstanding is 50,554,815.

In January 2010, the company entered into an Investment Agreement
with Dutchess Opportunity Fund, II, LP.  Pursuant to the
Investment Agreement, the Investor committed to purchase up to
$5,000,000 of the Company's common stock over thirty-six months.
Pursuant to the terms of a Registration Rights Agreement dated
January 7, 2010, between the Company and the Investor, the Company
was obligated to file a registration statement with the SEC to
register the resale by the Investor of 15,000,000 shares of the
common stock underlying the Investment Agreement on or before 21
calendar days of the date of the Registration Rights Agreement.

The Company filed the required registration statement and it was
declared effective on February 12, 2010.

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

At December 31, 2009, the Company had total assets of $2,952,664
against total liabilities, all current, of $2,048,970.  At
December 31, 2009, the Company had an accumulated deficit of
$26,297,978 and stockholders' equity of $903,694.  At December 31,
2008, stockholders' equity was $1,385,663.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.

Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VISTEON CORP: In 'Final Stages' on Toggle Plan Negotiations
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Visteon Corp. said it
is in "what may be the final stages of negotiations" on a toggle
plan.  Visteon made the disclosure in its request for a June 29
extension of its exclusive period to propose a Chapter 11 plan.

Bloomberg News recounts that Visteon filed a revised plan in March
where secured lenders would have 85% of the new equity, leaving 15
percent for unsecured bondholders.  Fleshing out previous hints
about the toggle plan, Visteon said in the exclusivity motion that
it would abandon the March plan if unsecured noteholders produce
$1.25 billion in cash to backstop a rights offering financing an
alternative plan where bondholders could take home 95% of the new
equity.  Visteon said secured lenders are "understandably
skeptical" about bondholders' ability to produce the required
cash.

According to the report, current negotiations on the toggle plan
involve the designation of "an ultimate outside date" by which
noteholders must come up with the cash or support the plan where
secured lenders take most of the new equity.  Visteon also said it
signed confidentiality agreements with two groups of shareholders
enabling them to obtain confidential financial information from
which to craft an alternative where current stockholders aren't
wiped out.

The hearing on Visteon's request for a third extension will be
held May 12.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Noteholder Group Seeks Chapter 7 Conversion
--------------------------------------------------------------
A group of noteholders of Washington Mutual Inc. asks the U.S.
Bankruptcy Court to convert the Debtors' cases to liquidation
under Chapter 7 of the Bankruptcy Code, or in the alternative,
appoint a trustee to administer the Debtors' estates.

The group claims to hold in the aggregate $2.3 billion in face
amount of outstanding debt securities issued by Washington Mutual
Inc.

The group tells the Court that "upon a reasoned consideration of
the pros and cons, a chapter 7 trustee would now be best
positioned to resolve the disputed issues and make distributions
to stakeholders in an efficient and timely fashion."

According to the noteholders, WaMu's case has never been, and is
not now, a reorganization under any conventional meaning of the
word.  The primary operating businesses of the Debtors --
Washington Mutual Bank and its banking subsidiaries -- were
stripped away by the FDIC prior to the Debtors' filing for Chapter
11 relief on September 26, 2008.  The noteholders point out that
from its inception, the case has been mainly about the resolution
of disputes regarding (1) the Debtors' entitlement to their bank
deposits and tax refunds; and (2) claims asserted by JPMorgan
Chase, N.A., the Federal Deposit Insurance Corp., and certain
holders of bonds issued by WaMu bank.

The noteholders also tell the Court the Debtors' cases are on the
verge of unraveling and creditors are facing the prospect of
ongoing protracted delays in obtaining recoveries.  The
bondholders point out that:

     -- exclusivity is about to terminate making the filing of
        multiple plans almost a certainty;

     -- the FDIC is threatening to abandon the settlement it
        previously agreed on the record to support;

     -- the Bank Bondholders, who hold no legal claims against the
        Estate, are engaged in a scorched earth litigation
        Strategy;

     -- the Debtors are holding up further efforts toward progress
        by insisting that any ultimate deal include releases for
        insiders who are providing no value to the estate or its
        creditors;

     -- the equity committee has sought to increase the delay and
        cost to the process by adding yet another layer of
        administration -- an examiner to re-investigate estate
        claims against JPMorgan and the FDIC -- and is seeking to
        force a shareholder meeting for the express purpose of
        electing a new slate of directors

The noteholders cite multiple tangible benefits if the cases are
converted to Chapter 7:

     -- It eliminates the largely ineffectual synthetic debtor-in-
        possession and all of its attendant costs;

     -- It eliminates the cost, delay and complexity of a multiple
        plan process;

     -- It eliminates the risk of protracted litigation as out-of-
        the-money shareholders try to orchestrate a takeover of
        the debtor-in-possession in the hopes of extracting a
        recovery to which they are not entitled; and

     -- It provides a truly independent fiduciary -- who can be
        selected by the stakeholders through a simple statutorily
        mandated democratic process -- to resolve disputes and
        distribute the proceeds of the estate.

The noteholders are represented in the cases by:

     Jeffrey M. Schlerf, Esq.
     Eric M. Sutty, Es.
     FOX ROTHSCHILD LLP
     Citizens Bank Center
     919 North Market Street, Suite 1600
     Wilmington, Delaware 19801
     Tel: (302) 654-7444

     -- and --

     Thomas E. Lauria, Esq.
     WHITE & CASE LLP
     Wachovia Financial Center
     200 South Biscayne Boulevard, Suite 4900
     Miami, Florida 33131
     Tel: (305) 371-2700
     Fax: (305) 358-5744

     Gerard Uzzi, Esq.
     1155 Avenue of the Americas
     New York, New York 10036
     Tel: (212) 819-8200
     Fax: (212) 354-8113

     Of Counsel:

     David S. Rosner, Esq.
     Paul M. O'Connor III
     Adam L. Shiff, Esq.
     Seth A. Moskowitz, Esq.
     KASOWITZ BENSON TORRES & FRIEDMAN LLP
     1633 Broadway
     New York, New York 10019
     Tel: (212) 506-1700

A hearing on the noteholders' request is slated for June 3, 2010,
at 10:30 a.m.  Objections are due May 27.

                   About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Court Rejects Bid to Appoint Examiner
--------------------------------------------------------
Judge Mary Walrath on Wednesday rejected a bid by shareholders of
Washington Mutual Inc. to appoint an examiner in the Debtors'
cases.  Tom Hals at Reuters reports Judge Walrath said the
collapse of Washington Mutual Bank had already been subjected to
numerous investigations including recent congressional hearings.
According to the report, Judge Walrath pointed out WaMu did not
need the added cost of a court-appointed independent examiner to
start another investigation.

"The equity committee is able to fully conduct the investigation
that the examiner is able to conduct," Judge Walrath said,
according to Reuters.

Earlier this year, Washington Mutual filed a plan of
reorganization that leaves nothing for shareholders and
distributes around $7 billion to creditors.  The plan also
provides a range of liability releases.

Shareholders have estimated WaMu may have assets worth up to $20
billion when factoring in potential legal claims.  Shareholders
argued that appointing an examiner would provide an independent
analysis to value those legal claims.

                   About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Consumers Press for Share from Estate
--------------------------------------------------------
While creditors and shareholders clash in bankruptcy court over
billions left in the wreckage of Washington Mutual Bank, irked
consumers have kept up the pressure for their share of the action,
according to American Bankruptcy Institute.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WATERBRIDGE PARTNERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Waterbridge Partners, L.P.
        12 South Letitia Street
        Philadelphia, Pa 19106

Bankruptcy Case No.: 10-13654

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Stuart A. Eisenberg, Esq.
                  530 West Street Road
                  Suite 201
                  Warminster, PA 18974
                  Tel: (215) 957-6411
                  Fax: (215) 957-9140
                  E-mail: mlawoffice@aol.com

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

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

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

The petition was signed by John Kontra.


WILLOWBROOK CENTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Willowbrook Center, Ltd.
        17200 S.H. 249
        Suite 101
        Houston, TX 77070

Bankruptcy Case No.: 10-33756

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

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: $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 Dr. Ted Piliszek, president of general
partner.


WINDMILL DURANGO: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Windmill Durango Retail, LLC
        3275 S. Jones Blvd. #105
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-18056

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  Larson & Stephens
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: ecf@lslawnv.com

Scheduled Assets: $0

Scheduled Debts: $16,400,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Community Bank of Nevada  19.57 acres of         $16,400,000
Attn: Bankruptcy Dept./   vacant land            (Unknown secured)
Managing Agent            (APN 176-16-110-002)
P.O. Box 569120
Dallas, TX 75356

The petition was signed by Jeff Susa, Debtor's agent.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Windmill Durango OP, LLC               10-18058     05/03/10


WINDMILL DURANGO OP: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Windmill Durango OP, LLC
        3275 S. Jones Blvd. #105
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-18058

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  Larson & Stephens
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: ecf@lslawnv.com

Estimated Assets: $0

Estimated Debts: $11,600,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Community Bank of Nevada  15.95 acres of         $11,600,000
Attn: Bankruptcy Dept./   vacant land            (Unknown secured)
Managing Agent            (APN 176-16-10134)
P.O. Box 569120
Dallas, TX 75356

The petition was signed by Jeff Susa, Debtor's agent.


WINDSONG PARTNERS: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Windsong Partners, L.P.
        2703 Swisher
        Office Suite
        Austin, TX 78705

Bankruptcy Case No.: 10-11219

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Eric J. Taube, Esq.
                   E-mail: erict@hts-law.com
                  Mark Curtis Taylor, Esq.
                   E-mail: markt@hts-law.com
                  Hohmann, Taube & Summers, L.L.P.
                  100 Congress Ave., Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248

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/txwb10-11219.pdf

The petition was signed by H.M. Pike, Jr., manager of General
Partner.


WIRECO WORLDWIDE: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a first-time public rating of
B2 corporate family rating and B2 probability of default rating to
WireCo Worldwide, Inc.  In a related rating action, Moody's
assigned a Ba2 rating to the senior secured term loan due 2014 and
a B3 rating to the proposed senior unsecured notes due 2017.
Moody's also assigned a speculative grade rating of SGL-3.  The
rating outlook is stable.

The B2 corporate family rating incorporates WireCo's high leverage
credit metrics.  The company's pro forma debt exceeds its net
sales and Moody's anticipates free cash flow-to-debt averaging in
the mid-single digits, leaving little cushion for earnings
variability.  The rating also considers WireCo's strategy of
growth through acquisitions.  The company plans to use a portion
of the note proceeds to fund potential acquisitions.  Acquisitions
may range from sizeable purchases to multiple "bolt-ons", creating
integration risk.

WireCo's global diversification and leading market share in
providing high-tension steel rope and wire supporting a myriad of
industries including infrastructure development, industrial, oil
and gas and mining are positive attributes.  WireCo derives about
45% of its revenues from the U.S. and about 20% of its sales from
Europe, providing geographic diversity.  Demand declines from each
industry into which WireCo sells appear to be moderating, though a
full rebound has not yet materialized.  Infrastructure
development, from which the company derives about 40% of its
revenues, is benefiting from some bridge repair and the company is
not dependent on stimulus funding from the U.S. Government.  The
industrial and mining end markets are improving and the oil and
gas industry is showing signs of a rebound.  WireCo also generates
solid EBITA margins, benefiting from manufacturing in low cost
countries and recent rationalization of facilities and work force
reductions.  The company's liquidity profile, with no near-term
maturities, gives WireCo financial flexibility to contend with
potential acquisitions and economic uncertainties.

The SGL-3 reflects Moody's belief that WireCo's domestic
$66 million asset-based revolving credit should be sufficient to
meet any potential shortfall in operating cash flows and working
capital requirements.  WireCo usually has negative cash flow from
operations during the first half of its fiscal year due to
seasonal demands for investing in both receivables and
inventories.

The stable outlook reflects Moody's view that WireCo's leading
market position, potential growth in end markets and its liquidity
profile give the company suitable flexibility to contend with the
near-term uncertainties surrounding global economic conditions.

The asset-based revolver is secured by the company's most
marketable assets, its receivables and inventory, and also
benefits from the various credit-friendly protections common to
well-structured asset-based loans.  The term loan is secured by a
priority in the company's non-current assets and a second lien on
the revolver's collateral.  The revolver and term loan benefit
from the priority of payment each has relative to the unsecured
notes, which are the most junior debt in WireCo's capital
structure.

These rating actions were taken:

* Corporate family rating assigned B2;

* Probability of default rating assigned B2;

* $170 million (originally $175 million) senior secured term loan
  due 2014 assigned Ba2 (LGD2, 18%); and,

* Senior unsecured notes due 2017 assigned B3 (LGD5, 73%)

* A speculative grade liquidity rating of SGL-3 is assigned.

WireCo Worldwide, Inc., headquartered in Kansas City, Mo, is a
leading global manufacturer and seller of wire ropes, high-tech
synthetic ropes, electromechanical cable, and other related
products.  The company sells into diverse industries including
infrastructure, industrials, oil and gas and mining.


WIRECO WORLDGROUP: S&P Assigns Corporate Credit Rating at 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Kansas City, Mo.-based WireCo WorldGroup.  The
outlook is stable.

At the same time, Standard & Poor's assigned WireCo's $175 million
senior secured term loan an issue-level rating of 'BB' (two
notches above the corporate credit rating).  The recovery rating
on this debt is '1', indicating S&P's expectation of very high
(100%) recovery for noteholders.  In addition, S&P assigned an
issue-level rating of 'B' (one notch below the corporate credit
rating) to the company's proposed $275 million senior unsecured
notes due 2017, with a recovery rating of '5', indicating S&P's
expectation of modest (10%-30%) recovery for noteholders in the
event of a payment default.  The company expects these notes to be
sold pursuant to Rule 144A of the Securities Act of 1933.

The company plans to use proceeds from the proposed notes to repay
its existing senior notes of $160 million and for general
corporate purposes.

"The 'B+' corporate credit rating on WireCo reflects the
combination of its weak business risk profile and aggressive
financial risk profile," said Standard & Poor's credit analyst
Maurice Austin.  The company is exposed to intensely competitive
and cyclical end markets, increasing competition from imports, and
somewhat aggressive debt leverage.  WireCo's penetration into
higher margin businesses and, in S&P's view, the company's
sufficient near-term liquidity position, partially offset these
factors.

WireCo's business risk profile is characterized by cyclical end
markets which can affect the demand for WireCo's products.
Historically, downturns in general economic conditions have
resulted in reduced product demand, excess manufacturing capacity,
and lower average selling prices.  The company's flexible cost
structure and increased exposure to more value-added higher margin
business has enabled WireCo to maintain pricing and profitability
even during a downtown.

WireCo manufactures steel wire rope and steel wire in the U.S.,
Mexico, and Germany for use in various industrial end markets,
including mining, oil and gas, and construction.  WireCo focuses
on highly engineered products that are less susceptible to
competition from imports because the producers of imported wire
rope primarily target general-purpose applications.  Nevertheless,
Standard & Poor's Ratings Services is concerned that international
producers will continue to intensify competitive pressures in the
construction business as they begin to develop more sophisticated
products.

The stable outlook reflects S&P's expectation that WireCo's
operating performance will increase due to higher volumes from
improving end markets because of a better economy.  As a result,
S&P expects credit measures will improve to a level appropriate
for a 'B+' rating given the company's weak business risk profile.
Specifically, S&P expects 2010 revenues to increase by about 13%
with gross margins of about 30% as a result of the Phillystran
acquisition and an increase in efficiencies at WireCo's
manufacturing facilities.  In 2011, S&P expects revenues to
increase about 10% above 2010 levels with gross margins remaining
in the range of about 30% as a result of better end-market demand
because of an improving economy.  As a result, S&P expects 2010
leverage to approximate 5.0x and 2011 leverage to improve further
to below 4.5x, a level that S&P would consider somewhat good for
the assigned rating.

S&P could take a negative rating action if demand weakens, if a
rise in raw material costs hampers cash flow, or if liquidity
declines unexpectedly, resulting in debt to EBITDA weakening to
above 6x.

S&P considers a positive rating action less likely in the near
term given the possibility that the company will pursue
acquisitive growth opportunities.  However, S&P could take a
positive rating action if industry conditions improve sufficiently
to allow the company to bring leverage below 4x and S&P thinks the
company can maintain it at this level.


WN TRUCK: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: WN Truck Stop, LLC
        dba Willie's Place
        3001 Knox Street
        Suite 403
        Dallas, TX 75205

Bankruptcy Case No.: 10-33156

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Robert A. Simon, Esq.
                  Barlow Garsek & Simon, LLP
                  3815 Lisbon Street
                  Fort Worth, TX 76107
                  Tel: (817) 731-4500
                  Fax: (817) 731-6200
                  E-mail: rsimon@bgsfirm.com

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

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

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

The petition was signed by Carl Cornelius, authorized agent.



E.F.L. PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: E.F.L. Partners V
        12 Sourth Letitia Street
        Philadelphia, PA 19106

Bankruptcy Case No.: 10-13655

Chapter 11 Petition Date: May 3, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Stuart A. Eisenberg, Esq.
                  530 West Street Road
                  Suite 201
                  Warminster, PA 18974
                  Tel: (215) 957-6411
                  Fax: (215) 957-9140
                  E-mail: mlawoffice@aol.com

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

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

The petition was signed by John Kontra, sole officer of General
Partner.

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


YELLOWSTONE MOUNTAIN: Founder to Sue Credit Suisse
--------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Beat reports that
Yellowstone Club founder Tim Blixseth said in an interview with
Bankruptcy Beat, he's planning to sue lender Credit Suisse over
predatory lending scheme.

Dow Jones notes Credit Suisse is facing a $24 billion class-action
lawsuit brought in January by a Yellowstone Club property owner in
conjunction with property owners at other resorts, over
allegations that the bank loaded up resort communities with debt
it knew they couldn't shoulder in order to pocket huge fees from
the loans and ultimately nab the properties on the cheap.

Credit Suisse extended a $375 million loan to the Yellowstone Club
in September 2005.

According to Dow Jones, Mr. Blixseth's lawyer, Michael J. Flynn,
said the civil suit will bring claims that "are in the $1 billion-
plus range" and will be filed in a U.S. district court in a matter
of weeks.

Credit Suisse has denied the alleged predatory lending scheme.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


YRC WORLDWIDE: Posts Operating Loss of $237 Million in Q1 2010
--------------------------------------------------------------
YRC Worldwide Inc. reported Tuesday its results for the first
quarter ended March 31, 2010.  The Company reported a loss per
share of $.33 when excluding a previously disclosed charge of $.20
per share for union employee equity-based awards, and a $.53 loss
per share when including that item.  By comparison, the Company
reported a $4.61 loss per share in the first quarter of 2009.

Operating loss was $237 million for the three months ended
March 31, 2010, as compared to an operating loss of $379 million
in the first quarter of 2009.

"Despite the headwinds from the note exchange in the latter part
of December and the harsh winter weather we experienced during
January and February, we are pleased with the sequential operating
improvement during the quarter and the traction we achieved in the
month of March," stated Bill Zollars, Chairman, President and CEO
of YRC Worldwide.  "The Regional companies have a lot of momentum,
while YRC has stabilized its customer base and streamlined its
sales force, and is poised for growth going forward."

For the first quarter of 2010, the Company reported operating cash
flow of $18 million, including the receipt of the previously
disclosed $82 million income tax refund in late February.  The
Company issued $50 million of 6% notes on February 23, 2010, and
used the net proceeds from these new notes to redeem its remaining
8.5% notes that were due April 15, 2010.  In addition, the Company
repaid $29 million on its asset-backed securitization facility
primarily from collections of its fourth quarter revenues.  At
March 31, 2010, the company reported cash and cash equivalents of
$130 million, unused revolver reserves of $107 million and
unrestricted availability of $4 million under the Company's
$950 million revolving credit facility.

"Our operating results improved sequentially throughout the
quarter as reflected in our adjusted EBITDA of $(27) million in
January, $(21) million in February, and $(5) million in March,"
added Sheila Taylor, Executive Vice President and CFO of YRC
Worldwide.  "We continue to remove additional cost from the
business and more effectively manage our working capital, which
has allowed us to preserve liquidity under our credit facility."

Adjusted EBITDA is a non-GAAP measure that reflects the Company's
earnings before interest, taxes, depreciation, and amortization
expense, and further adjusted for letter of credit fees and other
items as defined in the Company's Credit Agreement.  "Adjusted
EBITDA" and "loss per share when excluding the charge for union
employee equity-based awards" are used for internal management
purposes as financial measures that reflect the Company's core
operating performance.

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

              http://researcharchives.com/t/s?6151

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc. is a holding
company that through wholly owned operating subsidiaries offers a
wide range of transportation services.  These services include
global, national and regional transportation as well as logistics.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.032 billion in assets, $2.865 billion and of debts, and
$167.2 million of stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


YRC WORLDWIDE: Amends JPMorgan Loan & Wells Fargo ABS Facility
--------------------------------------------------------------
YRC Worldwide Inc. has obtained amendments to its credit
facilities with JPMorgan Chase Bank, N.A. and Wells Fargo Bank,
N.A.  Affiliates of YRC also obtained amendments to their
Contribution Deferral Agreement with pension funds.

               JPMorgan Credit Agreement Amendment

YRC Worldwide and certain of its subsidiaries on May 3, 2010,
entered into Amendment No. 17 to the Credit Agreement, which
amends the Credit Agreement, dated as of August 17, 2007, among
the Company, certain of its subsidiaries, JPMorgan Chase Bank,
National Association, as agent, and the other lenders that are
parties thereto.  The Credit Agreement continues to provide the
Company with a $950.0 million senior revolving credit facility,
including sublimits available for borrowings under certain foreign
currencies and for letters of credit, and a senior term loan in an
aggregate outstanding principal amount of approximately
$111.5 million.

The Credit Agreement Amendment permits the Company to receive up
to $100 million of net cash proceeds from the issuance of equity
interests during the period commencing on May 3, 2010, and ending
on the earlier of December 31, 2010, and the date on which the
Company receives $100 million of net cash proceeds from such
equity issuances, without having to use such net cash proceeds to
make a mandatory prepayment under the Credit Agreement.  The
Credit Agreement Amendment requires that the net cash proceeds
from such equity issuances are deposited into a new deposit
account of the Company. The Company will be able to use the funds
in the New Account for general corporate purposes. While

The Company will not be able to request loans under the Credit
Agreement until the balance in the New Account is zero.  Other
than the net cash proceeds from the issuance of such equity
interest, no funds may be deposited into the New Account, and once
funds have been withdrawn they may not be re-deposited.

The Credit Agreement Amendment modifies the restriction on
voluntary prepayments of any amounts owing under Contribution
Deferral Agreement or indebtedness, including a prohibition on the
Company using the up to $100 million of net cash proceeds from the
equity issuance described above to make such voluntary
prepayments.

The Credit Agreement Amendment amends the Company's minimum
Available Cash covenant to require that the Company maintain at
least $25 million of Available Cash through December 31, 2010, and
at least $50 million of Available Cash from and after January 1,
2011.

The Credit Agreement Amendment resets the minimum Consolidated
EBITDA (as defined in the Credit Agreement) covenant in respect
of the periods ending June 30, 2010, September 30, 2010, and
December 31, 2010:

                                                    Minimum
                                                    Consolidated
     Period                                         EBITDA
     ------                                         ------------
     For the fiscal quarter ending on June 30, 2010   $5,000,000
     For the two consecutive fiscal quarters
       ending September 30, 2010                     $50,000,000
     For the three consecutive fiscal quarters
       ending December 31, 2010                     $100,000,000

The Credit Agreement Amendment amends the definition of
Consolidated EBITDA to increase the cap on restructuring
professional fees added back to Consolidated EBITDA to:

     * $11 million, for the fiscal quarter ending June 30, 2010;
     * $18 million, for the two fiscal quarter period ending
       September 30, 2010;
     * $23.5 million, for the three fiscal quarter period ending
       December 31, 2010;
     * $23.5 million, for the four fiscal quarter period ending
       March 31, 2011; and
     * $12.5 million, for the four fiscal quarter period ending
       June 30, 2011.

A full-text copy of the Credit Agreement Amendment is available at
no charge at http://ResearchArchives.com/t/s?6168

The members of the lending consortium are:

     * JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
       Administrative Agent, as a US Tranche Lender and as US
       Tranche Swingline Lender;

     * JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH,
       as Canadian Agent, as a Canadian Tranche Lender and as
       Canadian Tranche Swingline Lender;

     * J.P. MORGAN EUROPE LIMITED, as UK Agent;

     * JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, LONDON BRANCH,
       as a UK Tranche Lender and as UK Tranche Swingline Lender;

     * BANK OF AMERICA, N.A., as a Syndication Agent and as a US
       Tranche Lender;

     * BANK OF AMERICA, N.A. (CANADA BRANCH), as a Canadian
       Tranche Lender;

     * BANK OF AMERICA, N.A., as Successor by Merger to LASALLE
       BANK NATIONAL ASSOCIATION, as a US Tranche Lender;

     * SUNTRUST BANK, as a Syndication Agent and as a US Tranche
       Lender;

     * US BANK NATIONAL ASSOCIATION, as a Documentation Agent, as
       a US Tranche Lender and as a Canadian Tranche Lender;

     * WACHOVIA BANK, NATIONAL ASSOCIATION, as a Documentation
       Agent, as a US Tranche Lender and as a UK Tranche Lender;

     * BANK OF TOKYO-MITSUBISHI UFJ, LTD, as a Documentation Agent
       and as a US Tranche Lender;

     * THE ROYAL BANK OF SCOTLAND plc, as a US Tranche Lender and
       as a UK Tranche Lender;

     * BMO CAPITAL MARKETS FINANCING, INC., as a US Tranche
       Lender;

     * BANK OF MONTREAL, as a Canadian Tranche Lender;

     * SUMITOMO MITSUI BANKING CORPORATION, as a US Tranche
       Lender;

     * UMB BANK, n.a., as a US Tranche Lender;

     * TAIWAN BUSINESS BANK, as a US Tranche Lender;

     * MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., NEW YORK
       BRANCH, as a US Tranche Lender;

     * TAIPEI FUBON COMMERCIAL BANK CO., LTD., as a US Tranche
       Lender;

     * HUA NAN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as a US
       Tranche Lender;

     * HUA NAN COMMERCIAL BANK, LTD., NEW YORK AGENCY, as a US
       Tranche Lender;

     * BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH, as a US
       Tranche Lender;

     * CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a US
       Tranche Lender;

     * FIRST COMMERCIAL BANK, LOS ANGELES BRANCH, as a US Tranche
       Lender

                    Amendment to ABS Facility

YRC Worldwide, as Performance Guarantor, and the parties to the
Third Amended and Restated Receivables Purchase Agreement, dated
as of April 18, 2008, among Yellow Roadway Receivables Funding
Corporation, as Seller; Falcon Asset Securitization Company LLC,
Three Pillars Funding LLC and Amsterdam Funding Corporation, as
Conduits; the financial institutions party thereto, as Committed
Purchasers; Wells Fargo Bank, N.A. (successor to Wachovia Bank,
National Association), as Wells Fargo Agent and LC Issuer,
SunTrust Robinson Humphrey, Inc., as Three Pillars Agent; The
Royal Bank of Scotland plc (successor to ABN AMRO Bank N.V.), as
Amsterdam Agent; and JPMorgan Chase Bank, N.A., as Falcon Agent
and Administrative Agent, entered into Amendment No. 17 to the ABS
Facility on May 3, 2010.

The ABS Amendment implements minimum consolidated EBITDA and
minimum available cash requirements that are consistent with the
amendments to the Credit Agreement.

A full-text copy of the ABS Amendment is available at no charge
at http://ResearchArchives.com/t/s?6169

             Contribution Deferral Agreement Amendment

On May 3, 2010, YRC Inc., USF Holland Inc., USF Reddaway Inc. and
New Penn Motor Express, Inc., all subsidiaries of the Company --
Primary Obligors -- and certain other subsidiaries of the Company,
as guarantors, entered into Amendment 4 to Contribution Deferral
Agreement, with the Central States, Southeast and Southwest Areas
Pension Fund, certain other pension funds party thereto and
Wilmington Trust Company, as agent.  The Contribution Deferral
Agreement Amendment amends the Contribution Deferral Agreement
dated as of June 17, 2009.

Under the Contribution Deferral Agreement Amendment, the
calculation of Liquidity (as defined in the Contribution Deferral
Agreement) for the Liquidity cash sweep thereunder was amended to
conform it to the test in the Credit Agreement, except that the
Liquidity test under the Contribution Deferral Agreement subtracts
any commitment reduction or prepayment under the Credit Agreement.

A full-text copy of the Contribution Deferral Agreement Amendment
is available at no charge at http://ResearchArchives.com/t/s?616a

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc., one of the largest
transportation service providers in the world, is a holding
company that through wholly owned operating subsidiaries offers a
wide range of transportation services.  These services include
global, national and regional transportation as well as logistics.

KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.032 billion in assets, $2.865 billion and of debts, and
$167.2 million of stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  At the same
time, S&P raised the senior unsecured issue-level ratings to 'CC'
from 'D' on the company's remaining notes that were subject to the
exchange offer, as well as a '6' recovery rating, indicating
negligible (0%-10%) recovery of principal in a payment default
scenario.  The company has issued a combination of common and
preferred equity in exchange for the existing notes.


YRC WORLDWIDE: Board Elects Seven New Directors
-----------------------------------------------
YRC Worldwide Inc., disclosed that effective May 11, 2010, the
Board of Directors of the Company have elected Marnie S. Gordon,
Beverly K. Goulet, Mark E. Holliday, John A. Lamar, Eugene I.
Davis, Dennis E. Foster and William L. Trubeck to fill the
vacancies left by resigning directors.

The terms of YRC's debt-for-equity exchange completed December 31,
2009, required that up to eight of the Company's nine current
directors resign.  Accordingly, Michael T. Byrnes, Cassandra C.
Carr, Howard M. Dean, Dennis E. Foster, Phillip J. Meek, Mark A.
Schulz and William L. Trubeck will resign from the Board effective
May 11, 2010, with an eighth director (Carl. W. Vogt) to resign at
a later date in connection with the International Brotherhood of
Teamster's nomination of a single director pursuant to the Amended
and Restated Memorandum of Understanding on the Job Security Plan
dated July 9, 2009, between the Teamsters and certain of the
Company's subsidiaries.

Pursuant to the terms of the Exchange, Ms. Gordon, Ms. Goulet and
Messrs. Holliday and Lamar were selected by the Board from a group
of six potential nominees put forth by a subcommittee comprised of
some of the largest holders of the Company's old notes tendered in
the Exchange.  Furthermore, Messrs. Davis, Foster and Trubeck were
selected by the Board in consultation with the Noteholder
Subcommittee, all of whom have been approved by the Noteholder
Subcommittee.  Each of Messrs. Foster and Trubeck are current
directors of the Company who are being re-elected to the Board.

The background of the new directors is set forth in a Schedule
14F-1 that the Company filed with the Securities and Exchange
Commission and mailed to its stockholders on April 30, 2010.  A
full-text copy of the Schedule 14F-1 is available at no charge
at http://ResearchArchives.com/t/s?6167

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc., one of the largest
transportation service providers in the world, is a holding
company that through wholly owned operating subsidiaries offers a
wide range of transportation services.  These services include
global, national and regional transportation as well as logistics.

KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.032 billion in assets, $2.865 billion and of debts, and
$167.2 million of stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  At the same
time, S&P raised the senior unsecured issue-level ratings to 'CC'
from 'D' on the company's remaining notes that were subject to the
exchange offer, as well as a '6' recovery rating, indicating
negligible (0%-10%) recovery of principal in a payment default
scenario.  The company has issued a combination of common and
preferred equity in exchange for the existing notes.


YRC WORLDWIDE: Delays Registration Statement for 6% Notes Resale
----------------------------------------------------------------
YRC Worldwide Inc. said in an Amendment No. 2 to Form S-3
Registration Statement filed with the Securities and Exchange
Commission it is delaying the effective date of the registration
statement.  Pursuant to the registration statement and
accompanying prospectus, YRC is seeking to register $70,000,000 in
6% Convertible Senior Notes due 2014 and 201,880,000 shares of YRC
common stock, $0.01 par value per share.

On February 11, 2010, YRC signed a Note Purchase Agreement with
certain investors pursuant to which such investors agreed to
purchase from the Company up to $70,000,000 in aggregate principal
amount of YRC's 6% Convertible Senior Notes due 2014.  The
prospectus will be used by selling securityholders to resell the
notes and the common stock issuable on account of the notes from
time to time.

The Selling Securityholders are:

     * Alden Global Distressed Opportunities Fund, LP
     * Aristeia Master, L.P.;
     * Investcorp Silverback Arbitrage Master Fund, Ltd.;
     * Investcorp Silverback Opportunistic Convertible Master
       Fund, Ltd.;
     * NewFinance Alden SPV

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?6166

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc., one of the largest
transportation service providers in the world, is a holding
company that through wholly owned operating subsidiaries offers a
wide range of transportation services.  These services include
global, national and regional transportation as well as logistics.

KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.032 billion in assets, $2.865 billion and of debts, and
$167.2 million of stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  At the same
time, S&P raised the senior unsecured issue-level ratings to 'CC'
from 'D' on the company's remaining notes that were subject to the
exchange offer, as well as a '6' recovery rating, indicating
negligible (0%-10%) recovery of principal in a payment default
scenario.  The company has issued a combination of common and
preferred equity in exchange for the existing notes.


YRC WORLDWIDE: Eliminate Designation of 4.35MM Class A Preferreds
-----------------------------------------------------------------
YRC Worldwide Inc. disclosed that on April 30, 2010, it filed a
Certificate of Elimination with the Secretary of State of Delaware
to eliminate the designation of 4,350,000 shares of the Company's
Class A Convertible Preferred Stock, none of which was outstanding
at the time of filing, and to return such shares to the status of
undesignated shares of preferred stock of the Company.

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc., one of the largest
transportation service providers in the world, is a holding
company that through wholly owned operating subsidiaries offers a
wide range of transportation services.  These services include
global, national and regional transportation as well as logistics.

KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.032 billion in assets, $2.865 billion and of debts, and
$167.2 million of stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  At the same
time, S&P raised the senior unsecured issue-level ratings to 'CC'
from 'D' on the company's remaining notes that were subject to the
exchange offer, as well as a '6' recovery rating, indicating
negligible (0%-10%) recovery of principal in a payment default
scenario.  The company has issued a combination of common and
preferred equity in exchange for the existing notes.


YRC WORLDWIDE: Taps Wm Smith and McNicoll Lewis to Sell Shares
--------------------------------------------------------------
YRC Worldwide Inc. on May 3, 2010, entered into an At Market
Issuance Sales Agreement with Wm Smith & Co. and McNicoll, Lewis &
Vlak LLC, under which the Company may sell up to the amount
available for offer and sale under the currently effective
Registration Statement on Form S-3 of the Company's common stock
from time to time through the Sales Agents.

On May 4, 2010, the Company filed a prospectus supplement relating
to the issuance and sale of up to $103,000,000 in aggregate
offering price of shares of its common stock from time to time
through McNicoll Lewis and Wm Smith.  A full-text copy of the
Prospectus Supplement is available at no charge at
http://ResearchArchives.com/t/s?616b

The Sales Agents may sell the common stock by any method permitted
by law deemed to be an 'at the market' offering as defined in Rule
415 of the Securities Act of 1933, as amended, including without
limitation sales made directly on the NASDAQ Global Select Market,
on any other existing trading market for the common stock or to or
though a market maker.  The Sales Agents may also sell the common
stock in privately negotiated transactions, subject to the
Company's prior approval.  The compensation to the Sales Agents
for sales of common stock sold pursuant to the Sales Agreement
will be an aggregate of 3.0% of the gross proceeds of the sales
price of common stock sold with respect to the first $25.0 million
of gross proceeds and an aggregate of 2.0% of the gross proceeds
with respect to gross proceeds in excess of that amount.

The Sales Agreement will terminate on the earliest of (1) the sale
of all of the common stock subject to the Sales Agreement, or (2)
termination of the Sales Agreement by the Company or the Sales
Agents.  Either Sales Agent may terminate the Sales Agreement as
to itself at any time in certain circumstances, including the
occurrence of a material adverse change that, in such Sales
Agent's judgment, may impair its ability to sell the common stock,
or a suspension or limitation of trading of the Company's common
stock on NASDAQ.  The Company may terminate the Sales Agreement at
any time upon five days prior notice while either Sales Agent may
terminate the Sales Agreement at to itself at any time upon five
days prior notice.  The Sales Agreement contains customary
representations, warranties and covenants.

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc., one of the largest
transportation service providers in the world, is a holding
company that through wholly owned operating subsidiaries offers a
wide range of transportation services.  These services include
global, national and regional transportation as well as logistics.

KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.032 billion in assets, $2.865 billion and of debts, and
$167.2 million of stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  At the same
time, S&P raised the senior unsecured issue-level ratings to 'CC'
from 'D' on the company's remaining notes that were subject to the
exchange offer, as well as a '6' recovery rating, indicating
negligible (0%-10%) recovery of principal in a payment default
scenario.  The company has issued a combination of common and
preferred equity in exchange for the existing notes.


* Consumer Bankruptcy Filings Up 15% in April
---------------------------------------------
The 144,490 consumer bankruptcies filed in April represented a 15
percent increase nationwide over the 125,618 filings recorded in
April 2009, according to the ABI, relying on data from the
National Bankruptcy Research Center.

Bill Rochelle at Bloomberg News reports that bankruptcy filings by
individuals and business in April this year totaled almost
146,000, 4% fewer on a daily basis than in March.

Filings in April still were the second most since bankruptcy law
was tightened in late 2005, according to data compiled from court
records by Automated Access to Court Electronic Records.  Chapter
11 filings mostly by larger companies intending to reorganize or
liquidate exceeded 1,200 in April, said AACER, a service of
Oklahoma City-based Jupiter ESources LLC. Annualized, Chapter 11
filings this year would be about 14,800, or 3% fewer than 2009's
total of 15,200.


* Six Hogan Attorneys Join New Shipman DC Office
------------------------------------------------
Bankruptcy Law360 reports that a group of six Hogan & Hartson LLP
attorneys with expertise in bankruptcy, insurance and other
matters has departed for the newly opened Washington office of
Shipman & Goodwin LLP, bringing along longtime Hogan client The
Hartford Financial Services Group Inc.

Law360 says the three partners, one counsel and two associates
left to launch an outpost of the Connecticut firm in Washington,
Shipman & Goodwin said Monday.


* Ray Anderson Joins Huron Consulting Group
-------------------------------------------
Ray Anderson -- rcanderson@huronconsultinggroup.com -- has joined
Huron Consulting Group.

Mr. Anderson is a director in Huron's Restructuring & Turnaround
practice who has more than 18 years of management consulting,
private equity, senior management, and board of director
experience.  He provides guidance on profitability improvement,
loan workout, restructuring, corporate finance, and M&A
transactions.  Having served in a senior capacity to public and
private companies, his work has spanned a number of industries,
including ecommerce, gaming, distribution, injection molding/tool
& die, direct marketing, chemical manufacturing, food, industrial
services, and energy.  He has led multiple restructuring, M&A,
turnaround, and capital raising transactions, including an IPO and
more than 30 M&A transactions.  Mr. Anderson has a record of
achieving strong results for underperforming and financial stable
companies.

Mr. Anderson is a director with the Chicago/Midwest Chapter of the
Turnaround Management Association and the Chicago Chapter of the
Association for Corporate Growth and was awarded the prestigious
Turnaround of the Year award by the Chicago/Midwest Turnaround
Management Association.  He also is a director of Youbet.com where
he serves as audit committee chair and compensation committee
member.

Huron Consulting Group -- http://www.huronconsultinggroup.com--
helps clients in diverse industries improve performance, comply
with complex regulations, resolve disputes, recover from distress,
leverage technology, and stimulate growth.  Huron provides
services to both financially sound and distressed organizations,
including leading academic institutions, healthcare organizations,
Fortune 500 companies, medium-sized businesses, and the law firms
that represent these various organizations.  Huron's restructuring
and turnaround professionals assist financially distressed
companies, creditor constituencies, and other stakeholders in
connection with out-of-court restructurings and bankruptcy
proceedings.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Donnalynn Michiko Velazquez
   Bankr. C.D. Calif. Case No. 10-12012
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/cacb10-2012p.pdf
         See http://bankrupt.com/misc/cacb10-2012c.pdf

In Re Robert C. Wallerius
   Bankr. N.D. Fla. Case No. 10-40401
      Chapter 11 Petition Filed April 27, 2010
         Filed As Pro Se

In Re Woodprint, Inc.
        dba Instant Imprints Roswell
   Bankr. N.D. Ga. Case No. 10-72339
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/ganb10-72339.pdf

In Re 1415 Howard, LLC
   Bankr. N.D. Ill. Case No. 10-18776
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/ilnb10-18776.pdf

In Re Glen Curti
        dba Casual Furniture
   Bankr. Mass. Case No. 10-14464
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/mab10-14464.pdf

In Re DR. V's Alternative Care, LLC
   Bankr. Nev. Case No. 10-17512
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/nvb10-17512.pdf

In Re Worldwide Housing & Dev (NA) Inc.
   Bankr. E.D. N.Y. Case No. 10-43660
      Chapter 11 Petition Filed April 27, 2010
         Filed As Pro Se

In Re East-West Investments, LLC
   Bankr. E.D. N.C. Case No. 10-03343
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/nceb10-03343.pdf

In Re Saleb Food & Vegetable, Inc.
   Bankr. E.D. Pa. Case No. 10-21229
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/paeb10-21229.pdf

In Re Blue River Canyon Company, Inc.
        dba Blue River Canyon Day Spa & Store
   Bankr. M.D. Tenn. Case No. 10-04512
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/tnmb10-04512.pdf

In Re Affectionate Home Care & Community Services, Inc.
   Bankr. S.D. Texas Case No. 10-10307
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/txsb10-10307.pdf

In Re Randy J. Walker, Sr.
      Cheryl R. Walker
        fka Cheryl R. Williams
   Bankr. E.D. Va. Case No. 10-72033
      Chapter 11 Petition Filed April 27, 2010
         See http://bankrupt.com/misc/vaeb10-72033.pdf

In Re Brian Keith Hatlestad
      Jeanette Rae Hatlestad
   Bankr. Ariz. Case No. 10-12796
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/azb10-12796.pdf

In Re Bruce Narramore
   Bankr. Ariz. Case No. 10-12779
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/azb10-12779.pdf

In Re Sam Coulter Service, Inc.
   Bankr. E.D. Ark. Case No. 10-13086
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/areb10-13086.pdf

In Re Today Not Tomorrow Investments, Inc.
        aw Today Not Tomorrow Inc.
   Bankr. C.D. Calif. Case No. 10-22657
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/cacb10-22657.pdf

In Re John Justus Roehling
   Bankr. Colo. Case No. 10-20161
      Chapter 11 Petition Filed April 28, 2010
         Filed As Pro Se

In Re Latisha Woods Upshaw
        dba Shaw Enterprise, LLC
   Bankr. M.D. Fla. Case No. 10-03552
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/flmb10-03552.pdf

In Re Don's Tree Service
   Bankr. N.D. Ga. Case No. 10-72493
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/ganb10-72493.pdf

In Re American Recovery, LLC
   Bankr. N.D. Ill. Case No. 10-19068
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/ilnb10-19068.pdf

In Re Craig A. Cunningham
      Kim S. Cunningham
   Bankr. Kan. Case No. 10-11394
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/ksb10-11394.pdf

In Re Lynnhill Condominium
   Bankr. Md. Case No. 10-19462
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/mdb10-9462p.pdf
         See http://bankrupt.com/misc/mdb10-9462c.pdf

In Re Lillians, LLC
   Bankr. S.D. Miss. Case No. 10-01538
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/mssb10-01538.pdf

In Re Heidelberg's South, Inc.
   Bankr. Neb. Case No. 10-41318
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/neb10-41318.pdf

In Re Steven Gerard Finn
   Bankr. Neb. Case No. 10-81270
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/neb10-81270.pdf

In Re S.M. Transportation, LTD.
   Bankr. E.D. N.Y. Case No. 10-43746
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/nyeb10-43746.pdf

In Re Piedmont Marina, Inc.
   Bankr. N.D. W.Va. Case No. 10-00938
      Chapter 11 Petition Filed April 28, 2010
         See http://bankrupt.com/misc/wvnb10-00938.pdf

In Re MH Metropolitan, LLC
   Bankr. Colo. Case No. 10-20404
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/cob10-20404p.pdf
         See http://bankrupt.com/misc/cob10-20404c.pdf

In Re E.C.J. Investments, Inc.
   Bankr. S.D. Fla. Case No. 10-21463
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/flsb10-21463.pdf

In Re J.B.B. Enterprises, Inc.
   Bankr. M.D. Ga. Case No. 10-70667
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/gamb10-70667.pdf

In Re Accurate Copy Services of America, Inc.
        aka Accurate Printing and Graphics
   Bankr. S.D. N.Y. Case No. 10-12291
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/nysb10-12291.pdf

In Re Panthera Painting, Inc.
   Bankr. W.D. Pa. Case No. 10-23063
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/pawb10-23063p.pdf
         See http://bankrupt.com/misc/pawb10-23063c.pdf

   In Re Richard J. Nissen
           fdba Northeast Vacuum Supply Company
         Grace S. Nissen
           aka Grace Snyder
           aka Grace Snyder-Nissen
           aka G.E. Snyder
      Bankr. W.D. Pa. Case No. 10-23086
         Chapter 11 Petition Filed April 29, 2010
            See http://bankrupt.com/misc/pawb10-23086.pdf

In Re Vortex Vacuum, Inc.
   Bankr. W.D. Pa. Case No. 10-23085
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/pawb10-23085.pdf

In Re SNE ENTERPRISES LLC
   Bankr. M.D. Tenn. Case No. 10-04577
      Chapter 11 Petition Filed April 29, 2010
         Filed As Pro Se

In Re Thurman Funeral Home, LLC
   Bankr. M.D. Tenn. Case No. 10-04581
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/tnmb10-04581.pdf

In Re Houston Palm Tree, Inc.
   Bankr. S.D. Texas Case No. 10-33481
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/txsb10-33481.pdf

In Re SouthBelt Properties Management, Inc.
   Bankr. S.D. Texas Case No. 10-80254
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/txsb10-80254.pdf

In Re American Archaeology Group LLC
   Bankr. W.D. Texas Case No. 10-11146
      Chapter 11 Petition Filed April 29, 2010
         Filed As Pro Se

In Re Arbor Tree Care, Inc.
   Bankr. E.D. Va. Case No. 10-72080
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/vaeb10-72080.pdf

In Re 508 L Street, LLC
   Bankr. D.C. Case No. 10-00419
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/dcb10-0419.pdf

In Re Keystone Venture I LLC
   Bankr. W.D. Wash. Case No. 10-14853
      Chapter 11 Petition Filed April 29, 2010
         See http://bankrupt.com/misc/wawb10-14853.pdf

In Re Global Renaissance Academy Of Distinguished Education, Inc.
         dba Grand Canyon Preparatory Academy
   Bankr. Ariz. Case No. 10-13140
      Chapter 11 Petition Filed April 30, 2010
         Filed As Pro Se

In Re The Travel Connection, Ltd.
   Bankr. W.D. Ark. Case No. 10-72343
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/arwb10-72343.pdf

In Re TIP, LLC
         dba Tan in Paradise
   Bankr. Colo. Case No. 10-20582
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/cob10-20582p.pdf
         See http://bankrupt.com/misc/cob10-20582c.pdf

In Re My Tattoo Shop, Inc.
   Bankr. S.D. Fla. Case No. 10-21710
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/flsb10-21710.pdf

In Re Golden Grove Pecan Farm
   Bankr. M.D. Ga. Case No. 10-40557
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/gamb10-40557.pdf

In Re Atlanta Daily World, Inc.
   Bankr. N.D. Ga. Case No. 10-72817
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/ganb10-72817.pdf

In Re Jai Ambika, Inc.
        dba Dairy Queen of Savannah
        dba Dairy Queen of Mall
   Bankr. S.D. Ga. Case No. 10-30210
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/gasb10-30210.pdf

In Re Orlando's Mexican Restaurants, Inc.
   Bankr. S.D. Ga. Case No. 10-20568
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/gasb10-20568.pdf

In Re Fujihano's Auto Sale & Repair Center, Inc.
  Bankr. Mass. Case No. 10-14677
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/mab10-14677.pdf

In Re Four Green Fields, An Irish Pub, Inc.
  Bankr. E.D. Mich. Case No. 10-54515
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/mieb10-54515.pdf

In Re East End Expediting, Inc.
  Bankr. E.D. N.Y. Case No. 10-73274
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/nyeb10-73274.pdf

In Re MBR Acquisitions Inc.
   Bankr. S.D. N.Y. Case No. 10-22862
      Chapter 11 Petition Filed April 30, 2010
         Filed As Pro Se

In Re Swan Lake Gardens LLC
  Bankr. S.D. N.Y. Case No. 10-36251
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/nysb10-36251.pdf

In Re ASL Management, Inc.
  Bankr. W.D. Pa. Case No. 10-23220
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/pawb10-23220.pdf

In Re John O. Gurosik
      Sharon C. Gurosik
  Bankr. W.D. Pa. Case No. 10-10824
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/pawb10-10824.pdf

In Re IME Industrial Maintenance & Equipment, Inc.
  Bankr. S.D. Texas Case No. 10-33501
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/txsb10-33501.pdf

In Re R & S Farms KG LLC
   Bankr. Utah Case No. 10-25738
      Chapter 11 Petition Filed April 30, 2010
         Filed As Pro Se

In Re Michael F O'Rourke
  Bankr. W.D. Wash. Case No. 10-14920
      Chapter 11 Petition Filed April 30, 2010
         See http://bankrupt.com/misc/wawb10-14920.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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