TCR_Public/100507.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 7, 2010, Vol. 14, No. 125

                            Headlines

445 E. DEERPATH: Case Summary & 17 Largest Unsecured Creditors
ABITIBIBOWATER INC: DIP Facility Extended by 15 Months
ABITIBIBOWATER INC: Movants for Equity Committee Must File Motion
ABITIBIBOWATER INC: Unsecured Creditors Impaired Under Plan
AMCORE FINANCIAL: Receives Notice of Default

AMERICAN AXLE: Posts $16.3 Million Net Income for 1st Qtr. 2010
AMERICAN AXLE: Eagle Asset Holds 4.36% of Common Stock
AMERICAN AXLE: Reports Results of Annual Stockholders' Meeting
AMERICAN AXLE: Cancels Shares Issuable Under 401(k) Plans
AMR CORP: American Unit Reports April 2010 Traffic

AMR CORP: Has Tentative Labor Deal with Transport Workers Union
ANDRE CHREKY: Seeks Permission to Give Amex Gift Cards to Staff
AUGUSTA APARTMENTS: Hearing on Trustee Appointment Set for May 10
AVIS BUDGET: Inks Confidentiality Deal to Access DTAG Data Room
BARRIC ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors

BEAZER HOMES: Fitch Upgrades Issuer Default Rating to 'B-'
C. BEAN: Has Access to Prepetition Lender's Cash Until May 14
CALPINE CORPORATION: Moody's Raises Corp. Family Rating to 'B1'
CAMBRIDGE REALTY: Case Summary & 16 Largest Unsecured Creditors
CASA ASSOCIATES: Chapter 11 Case Summary

CATALYST PAPER: Shareholders Elect 9 Directors
CATHOLIC CHURCH: Wilmington to Mediate Dispute Over Mediation
CELL THERAPEUTICS: Reports $27-Mil. Loss for March
CHEMTURA CORPORATION: $11.4MM Class Suit Settlement Approved
CIENA CAPITAL: To Pay $26MM to Resolve U.S. Fraud Claims

CINEDIGM DIGITAL: Unit Closes $172.5 Million New Credit Facility
COMMERCIAL VEHICLE: Plans to Perform Assembly at Norwalk Plant
CONSECO INC: Net Profit Hikes 38% to $33.9MM in Q1 2010
CRESCENT RESOURCES: U.S. Trustee Objects to Non-Debtor Releases
CUMULUS MEDIA: Net Loss Narrows to $144,000 in Q1 of 2010

CW MEDIA: S&P Raises Long-Term Corporate Credit Rating to 'BB-'
DARLENE PERSSON: Case Summary & 8 Largest Unsecured Creditors
DELTA PETROLEUM: JP Credit Pact Amended to Provide Waivers
DEMOONEY ROAD: Voluntary Chapter 11 Case Summary
DHP HOLDINGS: Wants Until June 29 to File Chapter 11 Plan

DIAMOND INT'L: Delays Filing of Annual Financial Statements
DOLLAR THRIFTY: Avis Inks Confidentiality Deal to Access Data
DOMINO'S PIZZA: BlackRock Holds 4.35% of Common Stock
DOMINO'S PIZZA: Reports Results of Annual Shareholders' Meeting
DOMINO'S PIZZA: Doyle, 2 Others Elected to Board of Directors

DS WATERS: Moody's Confirms Corporate Family Rating at 'B3'
DURANGO GEORGIA: Trustee Wants Creditors to Approve Transfer
E*TRADE FIN'L: 2010 Annual Stockholders' Meeting on May 13
E*TRADE FIN'L: Reports $47,837,000 Net Loss for March 31 Quarter
E*TRADE FIN'L: Inks Underwriting Deal with Citadel and Wingate

ELLICOTT SPRINGS: U.S. Trustee Unable to Form Creditors Panel
ENVIROSOLUTIONS HOLDINGS: Creditors Object to Plan Outline
EST ENTERPRISES: Voluntary Chapter 11 Case Summary
EXTENDED STAY: U.S. Trustee Objects to $9 Million Fee Claims
EXTENDED STAY: Aims for July 20 Plan Confirmation

FEDERAL-MOGUL: To Close Schofield Plant in March 2011
FIELDSTONE LESTER: Faces Negligence Suit Over $30M Loan
FISHERMAN'S WHARF: Files for Chapter 11 Protection in Florida
FISHERMAN'S WHARF: Case Summary & 20 Largest Unsecured Creditors
FREDDIE MAC: Conservator to Seek $10.6BB Funding From Treasury

FREEDOM COMMUNICATIONS: Paper Carriers Drop Plan Appeal
GENERAL GROWTH: Simon Property Submits $6.5 Billion Offer
GENERAL GROWTH: CEO Adam Metz Received $4,715,444 in 2009
GENERAL MOTORS: Appoints Joel Ewanick as New Marketing Head
GENOIL INC: Posts C$5.1 Million Net Loss for 2009

GLOBAL CROSSING: CEO Legere Paid $4,682,774 for 2009 Work
GRAY TELEVISION: Annual Shareholders' Meeting Set for June 23
GRAY TELEVISION: Complete Issuance of $365-Mil. of Senior Notes
GREGORY DOWSON: Case Summary & 20 Largest Unsecured Creditors
HARRY BEAN: Case Summary & 11 Largest Unsecured Creditors

HERTZ CORP: Avis Inks Confidentiality Deal to Access DTAG Data
HIGH PRAISE: Case Summary & 2 Largest Unsecured Creditors
HILLARY HARMON: Case Summary & 14 Largest Unsecured Creditors
HOTEL EQUITY FUND V: Court Dismisses Involuntary Chapter 11 Case
HOME PROPERTIES: Fitch Affirms Preferred Stock Rating at 'BB+'

HSH DELAWARE: U.S. Trustee's Bid for Examiner Fails
IESI CORPORATION: Waste Services Deal Cues Moody's Rating Upgrade
INN AT MISSOURI: Files for Chapter 11 in St. Louis
INNOVATIVE COMMUNICATION: Commission OKs CFC Purchase
INTERPUBLIC GROUP: Moody's Assigns 'Ba2' Rating on $650 Mil. Loan

INTERTAPE POLYMER: Posts $5.8 Million Net Loss for 1st Qtr 2010
JAMES ROTH: Voluntary Chapter 11 Case Summary
JAY MOSKOWITZ: Voluntary Chapter 11 Case Summary
JEFFERSON RD.: Case Summary & 20 Largest Unsecured Creditors
KEYSTONE TEMPORARY: Case Summary & 15 Largest Unsecured Creditors

K.N. TURF: Case Summary & 20 Largest Unsecured Creditors
LANDMARK VALLEY: Wants Case Converted to Chapter 7 Liquidation
LEGACY AT JORDAN: Section 341(a) Meeting Scheduled for May 25
LEHMAN BROTHERS: LBI Trustee Charged $12,600 to Review Sale
LEHMAN BROTHERS: LBI Trustee Has Closing Deals with 3 Banks

LEHMAN BROTHERS: LBI Trustee Wants City-YUWA as Special Counsel
LEHMAN BROTHERS: LBI Trustee Wants Removal Period Until Dec. 8
LEHMAN BROTHERS: Proposes Sutherland as Tax Counsel
LENOX CONDOMINIUM: Court OKs Robinson Brog as Bankruptcy Counsel
LINGO MEDIA: Posts Lower Net Loss of C$2.6 Million Loss in 2009

LIQUIDATION OUTLET: To Close Dollar Stores in 2 States
LOS ANGELES, CA: Faces Bankruptcy "Between Now and 2014"
LRL CITI: Trustee Seeks Info on CitiApartments Debtors' Counsel
MAGNOLIA CAPITAL: Case Summary & Largest Unsecured Creditor
MARK ALLEN WYNNE: Taps William Kingman as Bankruptcy Counsel

MARK RUSSELL: Case Summary & 11 Largest Unsecured Creditors
MARKET STREET: Trustee Wants Case Dismissed for Bad Faith Filing
MARKET STREET: Wants Plan Exclusivity Until July 21
MERIDIAN AUTOMOTIVE: PBGC Assumes Underfund Pension Plans
MERIDIAN RESOURCE: Sets Shareholders Reconvened Meeting on May 10

MICHAEL CRAWFORD: Case Summary & 20 Largest Unsecured Creditors
MICHIGAN BIODIESEL: Case Summary & 14 Largest Unsecured Creditors
MIT HOLDINGS: Independent Auditor Raises Going Concern Doubt
MOWRY & ASSOCIATES: Case Summary & 2 Largest Unsecured Creditors
MYLAN INC: Moody's Assigns 'B1' Rating on New Senior Unsec. Notes

MYUNG KANG: Case Summary & 20 Largest Unsecured Creditors
NAVJOT LLC: Section 341(a) Meeting Scheduled for May 21
NEWLOOK INDUSTRIES: Gets Temporary Management Cease Trade Order
NJZ ENTERRPISES: Voluntary Chapter 11 Case Summary
NORTHERNSTAR NATURAL: Files for Chapter 7 Liquidation

OMNICARE INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
OMNICARE INC: S&P Changes Outlook on 'BB' Corporate to 'Stable'
OS&G ENTERPRISES: Case Summary & Largest Unsecured Creditor
P & A REALTY: Voluntary Chapter 11 Case Summary
PAJAAMCO FAMILY: Wants Until June 3 to File Liquidating Plan

PASADENA SELF-STORAGE: Case Summary & 20 Largest Unsec Creditors
PATRIOT HOMES: Wants Dismissal of Reorganization Case
PETER CAPONE: Creditors Have Until July 30 to File Proofs of Claim
PETER LEVY: Case Summary & 20 Largest Unsecured Creditors
PIRIE SECOND FAMILY: Case Summary & 8 Largest Unsecured Creditors

PM PROPERTIES NO. 2: Case Summary & 2 Largest Unsecured Creditors
PM PROPERTIES NO. 3: Case Summary & 2 Largest Unsecured Creditors
POLYDEX PHARMA: Posts $2.1 Million Net Loss in FY Ended Jan. 31
PRIME GROUP: To Voluntarily Delist Shares From NY Stock Exchange
QUESTEX MEDIA: Considers Conversion to Chapter 7

REAL ESTATE DEVELOPMENT I: Voluntary Chapter 11 Case Summary
REGENCY COURT: Voluntary Chapter 11 Case Summary
RICHARD OLSON: Case Summary & 15 Largest Unsecured Creditors
ROTH MANAGEMENT: Voluntary Chapter 11 Case Summary
ROTH-MONTEZUMA PARTNERS: Case Summary & Creditors List

SAMJAK CORPORATION: Voluntary Chapter 11 Case Summary
SEA TURTLE: Case Summary & 20 Largest Unsecured Creditors
SEMGROUP LP: Contract Cannot Create Triangular Setoff Right
SHERYL OVERBECK: Voluntary Chapter 11 Case Summary
SIX FLAGS: S&P Assigns 'BB-' Rating on $890 Mil. First-Lien Loan

SMURFIT-STONE: Confirmation Ruling Possibly in June
SOUTH BAY EXPRESSWAY: Proposes Kirkland as Bankruptcy Counsel
SOUTH BAY EXPRESSWAY: Receives Approval for EPIQ as Claims Agent
SOUTH BAY EXPRESSWAY: Wants Imperial as Financial Advisor
SOUTHERN CRESCENT: Case Summary & 9 Largest Unsecured Creditors

SOUTHERN ORE MINING: Taps Mikhail Korolenko as Board Chairman
SPANSION INC: Plan Won't Be Implemented Until May 14
SPANSION INC: Court OKs $3.9MM in Fees for Latham & Watkins
SPANSION INC: Proposes to Settle with Mitsui & Macquarie
SPECIALTY HOSPITALS: Defaults on $2MM Annual Payment to D.C.

STARTECH ENVIRONMENTAL: Has Interim OK for $750,000 DIP Loan
STATION CASINOS: Creditors Want OPCO Debtors, Lenders Deal Allowed
STATION CASINOS: Court Hears Plan Settlement
STERLING FIN'L: Confirms Increase in Size of Partners Investment
STERLING FINANCIAL: Plans to Raise $555MM in Securities Offering

STERLING FINANCIAL: Posts $84.3 Million Net Loss in Q1 2010
SW BOSTON: Gets Court OK to Assume & Consummate Condo Sale Pacts
SW BOSTON: Gets Interim Court Okay to Use Cash Collateral
SW BOSTON: Section 341(a) Meeting Scheduled for June 1
SYNOVUS FINANCIAL: S&P Affirms 'BB-' Counterparty Credit Rating

SYSTEMS AND SOFTWARE: Case Summary & 2 Largest Unsecured Creditors
THOMAS KAVANAUGH: Case Summary & 20 Largest Unsecured Creditors
TLCVISION CORPORATION: Court Confirms Plan of Reorganization
UAL CORP: Firm Probes Continental Board's Alleged Breaches
UNISYS CORPORATION: Approves Amendments to Bylaws

UNISYS CORP: Files Form 10-Q Results for First Quarter
UNITED MEDICAL CENTER: Washington D.C. Officials Seek Receiver
UNITED SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
U.S. CONCRETE: To Seek Approval of Plan Outline on June 3
US RENAL: Moody's Assigns Corporate Family Rating at 'B2'

US RENAL: S&P Assigns Corporate Credit Rating at 'B'
USEC INC: Board of Directors Elected at Annual Meeting
VALASSIS: Board OKs Reinstatement of Stock Repurchase Program
VILLAGE POINTE: Case Summary & 4 Largest Unsecured Creditors
VISTEON CORP: Agrees to Examiner Probe on Plan

VITERRA INC: Moody's Assigns 'Ba1' Rating on C$500 MiL. Notes
WALLACE TERRACE: Voluntary Chapter 11 Case Summary
WILMINGTON ON DREXEL: Case Summary & 20 Unsecured Creditors
YRC WORLDWIDE: Says Relief From 2011 Pension Costs "Is Critical"

* Corporate Credit Risk Index Rises to Highest in Almost 3 Months
* Canadian Bankruptcies Rise 8.2% in February 2010
* U.S. Senate Approves 'Too Big To Fail' Compromise
* Alan Feld Joins Sheppard Mullin

* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers
               Into Winners!


                            *********


445 E. DEERPATH: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 445 E. Deerpath Rd., LLC
        417 E. Deerpath Road, Suite 300
        Lake Forest, IL 60045

Bankruptcy Case No.: 10-20187

Chapter 11 Petition Date: May 3, 2010

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

Judge: Carol A. Doyle

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: $0 to $50,000

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

A copy of the Company's list of 17 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb10-20187.pdf

The petition was signed by Patrick Maloney, member-manager.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                     Case No.          Petition Date
        ------                     --------          -------------
Patrick & Cynthia Maloney          10-20171               05/03/10


ABITIBIBOWATER INC: DIP Facility Extended by 15 Months
------------------------------------------------------
Judge Kevin Carey granted the request of AbitibiBowater Inc. and
its units to enter into a Sixth Amendment of their DIP Credit
Agreement.

The Sixth Bowater DIP Amendment extends the maturity date of the
DIP Credit Agreement to May 5, 2010, and provides:

  (i) that the maturity date will be extended to 15 months
      following the Closing if, as of May 4, 2010, the Credit
      Parties have filed reorganization plans in their cases;
      and

(ii) further that the maturity date will be extended to 18
      months following the Closing Date if, as of the last day
      of the 15th month following the Closing Date, the Credit
      Parties will have used their best efforts, as determined
      by the sole discretion of the Required Lenders, to pursue
      confirmation of those reorganization plans.

In recent events, AbitibiBowater delivered to the U.S. and
Canadian Courts a Chapter 11 Reorganization Plan and a CCCA Plan
of Compromise in draft form on May 4, 2010.

Mr. Justice Clement Gascon of the Canadian Debtors' CCAA
proceedings also authorized the entry of the Bowater Debtors into
the Sixth DIP Amendment.  The Canadian Court recognizes Judge
Carey's ruling on the Sixth DIP Credit Amendment and affords the
U.S. ruling full force and effect in all provinces and
territories of Canada with respect to the Canadian Debtors.

A full-text executed copy of the Sixth Amendment to the DIP
Credit Agreement is available for free at:

        http://bankrupt.com/misc/ABH_6thDIPAmendment.pdf

                      About AbitibiBowater

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

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Movants for Equity Committee Must File Motion
-----------------------------------------------------------------
Bankruptcy Judge Kevin Carey held a status conference on April 27
in connection with various requests submitted to the Bankruptcy
Court for the appointment of an equity committee in the Chapter 11
proceedings of AbitibiBowater Inc. and its debtor affiliates.

In light of the decision of the U.S. Trustee to decline an equity
committee appointment, the Court entered an order on April 30,
2010, ruling that any party who seeks the appointment of an
equity committee in the Debtors' cases must file a formal motion
with the Clerk of the Court on notice to all appropriate parties
in accordance with all applicable federal and local bankruptcy
rules.

If an equity committee appointment motion is filed, the Court
will hold a hearing to consider the request on a date and time
yet to be determined.

As previously reported, Burr Timothy Cooper, Josephine A. Cooper,
Matthew J. Resnick and Peter Shah, all shareholders of the
Debtors, delivered separate letters to the Court on April 12 and
13, 2010, to seek the formation of an official committee of
equity security holders in the Debtors' cases.

                      About AbitibiBowater

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

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Unsecured Creditors Impaired Under Plan
-----------------------------------------------------------
AbitibiBowater Inc. and certain of its U.S. and Canadian
subsidiaries on May 4, 2010, filed with courts in Canada and the
United States a Debtors' Joint Plan of Reorganization under
Chapter 11 of the Bankruptcy Code and CCAA Plan of Reorganization
and Compromise in draft form.  The Plan is a framework for the
final forms expected to be filed in the near term and is not
being filed for the purpose of soliciting votes and remains
subject to finalization.  The Company intends to file with the
courts an amended Plan containing more detailed economic terms,
along with disclosure documents and proxy materials providing
information on the Plan and voting procedures.

A classification scheme and resultant forms of recoveries for all
Company creditors is proposed in the Plan.  Under the U.S.
Debtors' Plan, the claims against and interests in the U.S.
Debtors are grouped into nine classes:

    Class 1 - Priority Non-Tax Claims
    Class 2 - Bowater Secured Bank Claims
    Class 3 - BCFPI Secured Bank Claims
    Class 4 - ACCC Term Loan Secured Guaranty Claims
    Class 5 - Other Secured Claims
    Class 6 - Unsecured Claims
    Class 7 - Convenience Claims
    Class 8 - Intercompany Claims and Intercompany Interests
    Class 9 - Common Stock Claims and Interests

Administrative Claims; Priority Tax Claims; DIP Facility Claims;
Securitization Claims; and Adequate Protection Claims are not
classified.

Under the U.S. Debtors' Plan, non-disputed prepetition secured,
administrative, debtor-in-possession and other priority claims
would be paid in full in cash, or satisfied as otherwise agreed,
at emergence.  Unsecured claims would receive a pro rata share of
equity in the reorganized company upon emergence, subject to
certain conditions.  The Plan provides that the Company's current
common stock will be cancelled and holders will receive no
recoveries.

The plan framework doesn't indicate the particular claim
recoveries.  Notwithstanding, unsecured claims in Classes 6 and 7
are impaired, meaning holders of these claims may not see a full
recovery of their allowed claims.  Moreover, holders of claims in
Classes 6 and 7 are entitled to vote on the Plan.

Under the CCAA Plan, affected claims are grouped into 20 classes.

The Debtors said details on the extent of recovery for unsecured
creditors will be outlined in forthcoming disclosures.

The Plan does not provide for the substantive consolidation of
any of the Debtors' estates.  The Chapter 11 Cases have been
consolidated for procedural purposes only and are being jointly
administered pursuant to a Bankruptcy Court order.  Accordingly,
the Plan constitutes a separate plan of reorganization for each
Debtor in the Chapter 11 Cases, including the Cross-Border
Debtors, and the CCAA Plan constitutes a separate plan of
restructuring and compromise for each entity subject to the CCAA
Proceedings, including the Cross-Border Debtors.

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

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

More information about AbitibiBowater's restructuring process can
be found at http://www.abitibibowater.com/or by calling toll-
free 888 266-9280.  International callers should dial 503 597-
7698.

A full-text copy of the U.S. Debtors' Plan is available at no
charge at http://bankrupt.com/misc/2070_ABHUSPlan.pdf

A full-text copy of the Canadian Debtors' Plan is available at no
charge at http://bankrupt.com/misc/2071_ABHCCAAPlan.pdf

                      About AbitibiBowater

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

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMCORE FINANCIAL: Receives Notice of Default
--------------------------------------------
AMCORE Financial Inc., a bank holding company, said in a
regulatory filing that it received a notice of default and a
demand from lender JPMorgan Chase Bank, N.A., for payment of a
$11.7 million credit facility.

On April 29, 2010, JPMorgan provided to AMCORE Financial a notice
of default and demand for payment of the amounts due to JPMorgan
under the Credit Agreement, dated as of August 8, 2007 and amended
as of October 10, 2008, March 3, 2009, July 31, 2009 and December
18, 2009, between the Company and JPMorgan, due to the occurrence
and continuation of events of default under the Credit Facility.
The Acceleration Notice notified AMCORE of the acceleration of and
demand for immediate payment of the entire amount of the funds
that it owes to JPMorgan including all interest accrued and unpaid
thereon under the Credit Facility on or before the close of
business on May 7, 2010.  As of April 28, 2010, the balance due
under the Credit Facility consisted of principal in the amount of
$11,687,222 and accrued interest in the amount of $55,682, for a
total payoff of $11,742,905.

The Company was also notified that on April 27, JPMorgan exercised
its right of setoff against the remaining balance in the Pledged
Account identified in the Deposit Account Pledge Agreement, dated
December 18, 2009.  The Payoff Amount has taken the foregoing
setoff into account.

                      About AMCORE Financial

Rockford, Ill.-based AMCORE Financial, Inc. --
http://www.AMCORE.com/-- is a registered bank holding company
incorporated under the laws of the State of Nevada in 1982.  The
operations are divided into three business segments: Commercial
Banking, Consumer Banking, and Investment Management and Trust.
MCORE directly owns AMCORE Bank, N.A., a nationally chartered
bank.

Deloitte & Touche LLP, in Milwaukee, Wisconsin, expressed
substantial doubt about the Company's ability to continue as a
going concern, after the Company reported significant operating
losses in 2008 and 2009.  The Company reported a net loss of
$223.8 million for the year ended December 31, 2009, from a net
loss of $97.8 million for 2008.

The Company's balance sheet as of December 31, 2009, showed
$3.777 billion in assets, $3.741 billion of debts, and
$36.0 million of stockholders' equity.

                           *     *     *

At the end of April 2010, Fitch Ratings downgraded the Issuer
Default Ratings of AMCORE Financial and its banking subsidiary
AMCORE Bank to 'D' from 'C' after the Federal Deposit Insurance
Corporation's action of placing AMCORE Bank into receivership.


AMERICAN AXLE: Posts $16.3 Million Net Income for 1st Qtr. 2010
---------------------------------------------------------------
American Axle & Manufacturing Holdings Inc. reported its financial
results for the first quarter of 2010.

First Quarter 2010 Results:

   * First quarter 2010 sales of $521.9 million
   * Non-GM sales of $124.1 million, nearly 24% of total net sales
   * Gross profit of $87.3 million, or 16.7% of sales
   * Operating income of $42.0 million, or 8.0% of sales
   * Net income of $16.3 million, or $0.22 per share
   * Net cash provided by operating activities of $79.0 million,
     includes a $48.8 million U.S. income tax refund
   * Free cash flow of $61.1 million, a $126.7 year-over-year
     increase

The Company's balance sheet at March 31, 2010, showed $1.9 billion
in total assets and $2.5 billion in total liabilities, for a
$545.0 million stockholders' deficit.

AAM recorded net earnings of $16.3 million or $0.22 per share for
the first quarter.  This compares to a net loss of $32.7 million
or $0.59 per share in the first quarter of 2009.

In the first quarter of 2009, AAM incurred $12.3 million, or $0.22
per share, of special charges and non-recurring operating costs,
primarily related to hourly and salaried workforce reductions,
plant closures and other actions to redeploy underutilized assets
to avoid future capital spending.

"AAM's financial results for the first quarter of 2010 continued a
positive trend of improved profit and cash flow performance," said
AAM's Co-Founder, Chairman of the Board and Chief Executive
Officer, Richard E. Dauch.  "These results reflect the favorable
impact of improving global industry conditions and the structural
benefit of our focused and continuing efforts to sustain
reductions in AAM's fixed cost structure and operating breakeven
level."

Net sales in the first quarter of 2010 increased approximately 30%
on a year-over-year basis to $521.9 million as compared to $402.4
million in the first quarter of 2009.  On a sequential basis, net
sales in the quarter increased approximately 12% as compared to
the fourth quarter of 2009.

Customer production volumes for the North American light truck and
SUV programs that AAM currently supports for GM and Chrysler were
up approximately 25% in the first quarter of 2010 as compared to
the first quarter of 2009.

Non-GM sales in the first quarter of 2010 increased approximately
30% on a year-over-year basis to $124.1 million, or 23.8%of total
sales.  On a sequential basis, non-GM sales in the quarter
increased approximately 21% as compared to the fourth quarter of
2009.

AAM's content-per-vehicle is measured by the dollar value of its
product sales supporting GM's North American light truck and SUV
programs and Chrysler's heavy duty Dodge Ram pickup trucks.  For
the first quarter of 2010, AAM's content-per-vehicle was $1,390.

Gross profit in the first quarter of 2010 increased $60.2 million
on a year-over-year basis to $87.3 million, or 16.7% of sales, as
compared to the first quarter of 2009. On a sequential basis,
gross profit in the quarter increased approximately 28% as
compared to the fourth quarter of 2009.

Gross profit in the first quarter of 2010 reflects the adverse
impact of an arbitration ruling related to the transfer of certain
production from the Detroit Manufacturing Complex to another AAM
facility.  In connection with the arbitrator's ruling, AAM
recorded a liability for back wages and benefits owed to certain
UAW represented associates at the Detroit Manufacturing Complex.
Operating income in the first quarter of 2010 was $42.0 million,
or 8.0% of sales.

Net income in the first quarter of 2010 was $16.3 million, or 3.1%
of sales.

AAM's SG&A spending in the first quarter of 2010 was $45.3 million
as compared to $43.8 million in the first quarter of 2009.  AAM's
R&D spending for the first quarter of 2010 was approximately
$19.1 million as compared to $18.7 million in 2009.

AAM defines free cash flow to be net cash provided by operating
activities less capital expenditures net of proceeds from the
sales of equipment.  Net cash provided by operating activities in
the first quarter of 2010 was $79.0 million.  Capital spending net
of proceeds from the sales of equipment in the first quarter of
2010 was $17.9 million.  Reflecting the impact of this activity,
AAM generated $61.1 million of positive free cash flow in the
quarter.  In the first quarter of 2009, AAM's free cash flow use
was $65.6 million.

Included in AAM's first quarter of 2010 free cash flow is a
$48.8 million U.S. income tax refund AAM received in connection
with a special 5-year net operating loss carryback election
included in the Worker, Home Ownership and Business Act of 2009.

As of March 31, 2010, AAM had total available liquidity greater
than $500 million, consisting of available cash, short-term
investments and committed borrowing capacity on AAM's U.S. credit
facilities.  This compares to a committed liquidity position of
approximately $481 million at December 31, 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6153

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  American Axle is the principal supplier of
driveline components to General Motors for its rear-wheel drive
light trucks and SUVs manufactured in North America, supplying
substantially all of GM's rear axle and front four-wheel drive and
all-wheel drive (4WD/AWD) axle requirements for these vehicle
platforms.  Sales to GM were roughly 78% of the Company's total
net sales in 2009, 74% in 2008 and 78% in 2007.  In addition to
locations in the United States (Michigan, New York, Ohio and
Indiana and Pennsylvania), the Company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, Scotand, South Korea and Thailand.


AMERICAN AXLE: Eagle Asset Holds 4.36% of Common Stock
------------------------------------------------------
Eagle Asset Management, Inc., disclosed it may be deemed to
beneficially own 3,127,041 shares or roughly 4.36% of the common
stock of American Axle & Manufacturing Holdings, Inc.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  American Axle is the principal supplier of
driveline components to General Motors for its rear-wheel drive
light trucks and SUVs manufactured in North America, supplying
substantially all of GM's rear axle and front four-wheel drive and
all-wheel drive (4WD/AWD) axle requirements for these vehicle
platforms.  Sales to GM were roughly 78% of the Company's total
net sales in 2009, 74% in 2008 and 78% in 2007.  In addition to
locations in the United States (Michigan, New York, Ohio and
Indiana and Pennsylvania), the Company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, Scotand, South Korea and Thailand.

The Company's balance sheet as of Dec. 31, 2009, showed
$1.987 billion in assets and $2.547 billion of debts, for a
$559.9 million stockholders' deficit.


AMERICAN AXLE: Reports Results of Annual Stockholders' Meeting
--------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., on April 29, 2010,
held its annual meeting of stockholders.  A total of 58,999,488 of
the Company's shares were present or represented by proxy at the
meeting.  AAM's stockholders elected three nominees -- Salvatore
J. Bonanno, Sr.; Elizabeth A. Chappell; and Dr. Henry T. Yang --
as directors to serve for three-year terms expiring at the annual
meeting of stockholders in 2013.

The stockholders also ratified the appointment of Deloitte &
Touche LLP as AAM's independent registered public accounting firm
for the year ending December 31, 2010.  The appointment will
continue at the discretion of the Audit Committee.

The Company noted that, although ratification of the appointment
is not required by AAM's bylaws or otherwise, the Deloitte
proposal was submitted for stockholder vote as a matter of good
governance.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  American Axle is the principal supplier of
driveline components to General Motors for its rear-wheel drive
light trucks and SUVs manufactured in North America, supplying
substantially all of GM's rear axle and front four-wheel drive and
all-wheel drive (4WD/AWD) axle requirements for these vehicle
platforms.  Sales to GM were roughly 78% of the Company's total
net sales in 2009, 74% in 2008 and 78% in 2007.  In addition to
locations in the United States (Michigan, New York, Ohio and
Indiana and Pennsylvania), the Company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, Scotand, South Korea and Thailand.

The Company's balance sheet as of Dec. 31, 2009, showed
$1.987 billion in assets and $2.547 billion of debts, for a
$559.9 million stockholders' deficit.


AMERICAN AXLE: Cancels Shares Issuable Under 401(k) Plans
---------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the
Securities and Exchange Commission a Post-Effective Amendment
No. 1 to Registration on Form S-8, Registration No. 333-70466 to
deregister certain Company shares that were registered for
issuance pursuant to the American Axle & Manufacturing, Inc.
Personal Savings Plan for Hourly-Rate Associates and the American
Axle & Manufacturing, Inc. Salaried Savings Plan.

The Registration Statement registered 2,000,000 Shares issuable
pursuant to the 401(k) Plans to employees who elected to purchase
Shares under the 401(k) Plans. The Registration Statement is
amended to deregister the remaining unissued Shares following the
elimination of Company stock as an investment option under the
401(k) Plans.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  American Axle is the principal supplier of
driveline components to General Motors for its rear-wheel drive
light trucks and SUVs manufactured in North America, supplying
substantially all of GM's rear axle and front four-wheel drive and
all-wheel drive (4WD/AWD) axle requirements for these vehicle
platforms.  Sales to GM were roughly 78% of the Company's total
net sales in 2009, 74% in 2008 and 78% in 2007.  In addition to
locations in the United States (Michigan, New York, Ohio and
Indiana and Pennsylvania), the Company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, Scotand, South Korea and Thailand.

The Company's balance sheet as of Dec. 31, 2009, showed
$1.987 billion in assets and $2.547 billion of debts, for a
$559.9 million stockholders' deficit.


AMR CORP: American Unit Reports April 2010 Traffic
--------------------------------------------------
American Airlines reported an April load factor of 82.0%, an
increase of 0.7 points versus the same period last year.  Traffic
decreased 1.3% and capacity decreased 2.1% year over year.

Domestic traffic increased 0.2% year over year on 0.2% more
capacity.  International traffic decreased by 3.9% relative to
last year on a capacity decrease of 5.7%.  The decline in
International traffic and capacity in April was a result of the
partial closure of European airspace due to volcanic ash.

American boarded 7.1 million passengers in April.

Meanwhile, AMR's regional unit, American Eagle reported that its
April traffic increased 8.7% year over year as capacity increased
8.8%.  April load factor was 72.5%, down 0.1% when compared to the
same period last year.

American Eagle boarded nearly 1.6 million passengers in April.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


AMR CORP: Has Tentative Labor Deal with Transport Workers Union
---------------------------------------------------------------
Missy Latham, American Airlines labor spokesperson, on Wednesday
said American Airlines and the Transport Workers Union have
reached a tentative agreement in principle for the Mechanic and
Related workgroup.

"This tentative agreement provides our mechanics with market-based
compensation, including structural increases, and enhancements to
other contract items such as vacation, holidays and sick leave. It
also provides American additional flexibility in its maintenance
operation," Ms. Latham said.

"Both parties worked hard and put a significant amount of time and
effort into this negotiating process to reach a tentative
agreement that recognizes the interests of our TWU-represented
employees and the company.

"It is our understanding the TWU is recommending the ratification
of the tentative agreement and will provide details regarding its
terms and the ratification process to its members in the coming
days.

"American Airlines has more than 50,000 employees represented by
unions, including approximately 11,500 under this tentative
agreement."

                           *     *     *

The Wall Street Journal's Mike Esterl reports that the tentative
labor agreement partially eases the threat of work disruptions at
American.  The Journal notes American has been mired in
contentious negotiations for more than a year with pilots, flight
attendants and ground workers.  The Journal says unions are
attempting to claw back big concessions on pay and benefits made
in 2003, which helped keep the airline out of bankruptcy court.

The Journal reports that American said the new contract for
mechanics and related workers, if signed, would cover about 11,500
employees. The airline has about 78,000 workers overall, including
regional affiliate American Eagle.

According to the Journal, the proposed three-year contract with
mechanics calls for a signing bonus of 6%, to be paid in a lump
sum, and structural pay increases of 3% in 2010, 1.5% in 2011 and
1.5% in 2012.

According to the Journal, Ms. Latham said American is expected to
resume federally mediated talks with flight attendants on May 18,
as well as mediated talks with about 9,000 fleet service workers
represented by TWU on May 25.


ANDRE CHREKY: Seeks Permission to Give Amex Gift Cards to Staff
---------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Andre Chreky Salon and Spa is seeking permission from the
U.S. Bankruptcy Court in Washington D.C. to celebrate its 13th
year anniversary this month by distributing $7,500 in American
Express gift cards and gift checks to all but two of its 36
employees; Mr. Chreky and his wife Serena wouldn't receive the
gifts.

According to the report, Mr. Chreky says the proposal will boost
employees' morale and ensure they don't move to a rival salon.

"The debtor operates in a highly competitive market within the
personal services industry and the continued success of the
debtor's business and, ultimately, its reorganization depends
almost entirely upon the debtor's ability to attract and, more
importantly, retain the top stylists and service providers in the
D.C. area," Chreky wrote in court papers, according to the report.

The report also notes customers can get in on the celebration as
the salon is offering to hand out complimentary Velcro roller sets
in addition to special $13 treatments, including a Mother's Day
manicure.

Andre Chreky, Inc., filed for bankruptcy on March 19, 2010 (Bankr.
D. D.C. Case No. 10-00267).  Andre Chreky also filed a separate
petition on the same day (Bankr. D. D.C. Case No. 10-00268).
Richard Edwin Lear, Esq., at Holland & Knight LLP, in Washington,
DC, serves as bankruptcy counsel.  The petition listed both assets
and debts between $1,000,001 and $10,000,000.


AUGUSTA APARTMENTS: Hearing on Trustee Appointment Set for May 10
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia will consider at a hearing on May 10, 2010, at 10:00
a.m., the motion to appoint Chapter 11 trustees in the case of
Augusta Apartments, LLC, et al.  The hearing will be held at the
Bankruptcy Courtroom (3rd Floor), Federal/Post Office Building,
12th & Chapline Streets, Wheeling, West Virginia.

First United Bank and Trust, a secured creditor, sought for the
appointment of Chapter 11 trustees in each of the cases of Augusta
Apartments, LLC, McCoy 6, LLC, and Grand Central Building, LLC,
because of:

   -- the unauthorized use of cash collateral by Augusta;

   -- the management of each of the three related Debtors is
      vested in the control of four brothers; viz; Benjamin
      Warner, Kristian Warner, Andrew Warner and Monroe Warner;
      and

   -- the Warners were paid during the pendency of the instant
      case from the assets of Augusta and Grand Central.

                  About Augusta Apartments, LLC

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  Robert O. Lampl, Esq., at Robert O
Lampl Law Office, assists the Company in its restructuring
efforts.  The Company estimated its assets and debts at
$10,000,001 to $50,000,000 as of the Petition Date.


AVIS BUDGET: Inks Confidentiality Deal to Access DTAG Data Room
---------------------------------------------------------------
Avis Budget Group, Inc., has delivered to the Board of Directors
of Dollar Thrifty Automotive Group, Inc., a signed copy of a
confidentially agreement that would allow Avis access to Dollar
Thrifty's data room.

"We expect that there will be a level playing field to participate
in your Board's process on the same terms as other parties.  In
addition, we are proceeding on the assumption that this
Confidentiality Agreement is identical to the one signed by
Hertz," Ronald L. Nelson, Avis' Chairman and Chief Executive
Officer, said in an accompanying letter.

"We expect that we will be given access to all of the due
diligence information made available to Hertz and access to Dollar
Thrifty management.  In addition our financial advisor will
forward to your financial advisor our preliminary request list
covering certain specific diligence items.

"We look forward to commencing the due diligence process
expeditiously."

A full-text copy of the Confidentiality Agreement is available at
no charge at http://ResearchArchives.com/t/s?6194

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.

                           *     *     *

Avis Budget Car Rental LLC continues to carry Moody's Investors
Service's B2 corporate family rating.  Avis Budget Group Inc.
carries Standard & Poor's Ratings Services' B+ corporate credit
rating.

                         About Hertz Corp.

Hertz Corporation, headquartered in Park Ridge, New Jersey, is an
automobile and equipment rental company.

Hertz carries Moody's B1 Corporate Family Rating and Probability
of Default Rating.

                       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'.


BARRIC ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Barric Enterprises LLC
        1628 N Columbia Blvd
        Portland, OR 97217

Bankruptcy Case No.: 10-33969

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: R. Scott Phillips
                  9115 SW Oleson Rd #203
                  Portland, OR 97223
                  Tel: (503) 469-1229
                  E-mail: scott@wcslawfirm.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 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb10-33969.pdf

The petition was signed by Eric Wentland, owner/member.


BEAZER HOMES: Fitch Upgrades Issuer Default Rating to 'B-'
----------------------------------------------------------
Fitch Ratings has upgraded Beazer Homes USA, Inc.'s Issuer Default
Rating and other outstanding debt ratings:

  -- Issuer Default Rating to 'B-' from 'CCC';
  -- Secured revolving credit facility to 'BB-/RR1' from 'B+/RR1';
  -- Second lien secured notes to 'BB-/RR1' from 'B+/RR1';
  -- Senior unsecured notes to 'B-/RR4' from 'CC/RR5';
  -- Convertible senior notes to 'B-/RR4' from 'CC/RR5';
  -- Convertible subordinated notes to 'CC/RR6' from 'C/RR6';
  -- Junior subordinated debt to 'CC/RR6' from 'C/RR6'.

Fitch has also assigned a 'B-/RR4' rating to Beazer's offering of
$300 million of senior unsecured notes due 2018.  The issue is
ranked on a pari passu basis with all other senior unsecured debt.
Proceeds from this debt issuance will be used to redeem its
outstanding senior notes due 2012.

The Rating Outlook is Stable.

The Recovery Rating of 'RR1' on Beazer's secured credit revolving
credit facility and second-lien secured notes indicates
outstanding recovery prospects for holders of these debt issues.
The 'RR4' on Beazer's senior unsecured notes indicates average
recovery prospects for holders of these debt issues.  Beazer's
exposure to claims made pursuant to performance bonds and joint
venture debt and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured
debtholders.  The 'RR6' on the company's mandatory convertible
subordinated notes and junior subordinated notes indicates poor
recovery prospects for holders of these debt issues in a default
scenario.  Fitch applied a liquidation value analysis for these
RRs.

The upgrade of Beazer's IDR reflects the company's improved
capital structure as a result of the completed $447.6 million
equity and debt offering, comprised of approximately $72.6 million
of common stock, $75 million of tangible equity units, and
$300 million of senior unsecured notes due 2018.  Net proceeds
from these transactions, totaling $435.9 million, will be used to
fund (or replenish cash used to fund) debt repurchases, including
the anticipated redemption of $303.6 million of the company's 8
3/8% senior unsecured notes due 2012 and $154.5 million of its 4
5/8% convertible notes due 2024.  (Note: Holders of Beazer's
$154.5 million convertible senior notes have the right to require
the company to purchase all or any portion of this debt issue for
cash on June 15, 2011.) Following these proposed debt redemptions,
Beazer will not have any major debt maturities until November
2013, when $164 million of senior notes become due.  Nevertheless,
the company will continue to have a substantial debt position and
high leverage following these transactions.

The Stable Outlook reflects the company's healthier liquidity
position, improving home closing and order trends, as well as
better prospects for the housing sector this year.

The company reported revenues of $198.2 million during the second
quarter of 2010 (2Q'10, ended March 31, 2010), a 6.2% increase
compared to the same period last year.  Total deliveries increased
5.6% while the average sales price grew 0.3% during the quarter.
Gross margins, excluding impairment charges, improved 720 basis
points to 18.3% during the second quarter.  SG&A expenses as a
percentage of sales remain elevated at 22.6% during the 2Q'10 but
are lower than the 35.5% recorded last year.  Beazer reported a
pre-tax income of $4.6 million during 2Q'10, which included
$10.2 million of inventory impairment charges and a $52.9 million
gain on extinguishment of debt.  The pre-tax loss for 2Q'09 was
$120.4 million, including $42.9 million of inventory impairment
charges.  Net orders for the quarter increased 48.8% to 1,673
homes, the third straight quarter of year-over-year improvement in
net orders.  Beazer had 1,781 homes in backlog with a value of
$394.5 million at the end of the second quarter.  Cancellation
rates improved to 17.6% during 2Q'10 from 29.8% last year and
26.9% during the prior quarter.

Beazer generated cash flow from operations of $22.3 through the
first half of its fiscal year 2010, which included $102 million of
tax refunds.  Cash flow from operations totaled $99.5 million for
the latest 12 months from March 31, 2010.  The company ended the
March 2010 quarter with $524.5 million of unrestricted cash.  For
all of fiscal 2010, Fitch expects Beazer to be cash flow negative,
excluding the second-quarter tax refund of $102 million, as the
company starts to rebuild its land position (through land
purchases and development spending).

Beazer amended its secured revolving credit facility in 2009,
reducing the size from $150 million to $22 million, and the
facility is provided by one lender.  The amended facility will
continue to provide for working capital and letter of credit needs
collateralized by either cash or assets of the company.  Beazer
also entered into three stand-alone, cash-secured, letters of
credit agreements with banks to maintain pre-existing letters of
credit that had been outstanding under the $150 million revolver.
Consistent with Fitch's comment on certain homebuilders'
termination of revolving credit facilities, in the absence of a
traditional revolving credit line, a consistently higher level of
cash and equivalents than was typical should be maintained on the
balance sheet, especially in these still uncertain times.

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

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


C. BEAN: Has Access to Prepetition Lender's Cash Until May 14
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
authorized, on an interim basis, C. Bean Transport, Inc., to
access cash collateral until May 14, 2010.

The Court is yet to schedule a final hearing on the cash
collateral.

General Electric Capital Corporation asserts a security interest
and lien in all accounts receivable of the Debtor and proceeds
thereof.  Federal Financial Credit, Inc., asserts a security
interest and lien in all accounts receivable of the Debtor and
proceeds thereof, which FFCI is believed to recognize is junior to
the interest of GECC in accounts receivable.

The Debtor is engaged in discussion with GECC and FFCI seeking a
consensual cash collateral order, which, if achieved, will be
presented to the Court.

The accounts receivable are generated by the operations of the
Debtor through its two operating divisions, the Dry Van Division
of Fort Smith, Arkansas, and the Flat Bed Division of Amity,
Arkansas.  As of March 19, 2010, the C. Bean accounts receivable
include a face value amount of $1,690,836 for the Fort Smith,
Arkansas, Dry Van Division, and $591,497 for the Flat Bed Division
of Amity, Arkansas.

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

The Debtor said that GECC and FFCI are adequately protected
for the use of its cash collateral due to the equity in other
assets in which each holds or does not have a security interest.
As additional adequate protection, the Debtor will grant
GECC and FFCI replacement liens in estate property in the same
priority as those parties enjoyed prepetition subject to a
determination that GECC and FFCI have properly perfected and valid
security interests in the property pursuant to their loan
documents with the Debtor.

                      About C. Bean Transport

Amity, Arkansas-based C. Bean Transport, Inc., filed for Chapter
11 bankruptcy protection on March 17, 2010 (Bankr. W.D. Ark. Case
No. 10-71360).  Chad J. Kutmas, Esq., at Doerner, Saunders, Daniel
& Anderson, LLP, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


CALPINE CORPORATION: Moody's Raises Corp. Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Calpine
Corporation including its Corporate Family Rating, its senior
secured notes, and its secured revolver and term loan to B1 from
B2, and upgraded the senior secured notes at Calpine Construction
Finance Company, L.P.'s to Ba3 from B1.  Moody's also affirmed
Calpine's speculative grade liquidity rating of SGL-2.  The rating
outlook for Calpine and CCFC is stable.

"Calpine's upgrade is reflective of continuing improvement in
overall financial performance," stated A.J. Sabatelle, Senior Vice
President of Moody's.  "The planned acquisition of the Connectiv
generation assets coupled with initiatives to increase longer-term
contractual revenues over the intermediate term underpins the
higher rating," added Mr. Sabatelle.

At December 31, 2009, Moody's calculates the ratio of Calpine's
cash flow (CFO-pre-WC) to debt at 7.2%, its cash flow coverage of
interest at nearly 2.0x and its free cash flow to debt at 5.9%.
All of these metrics represent a meaningful improvement from year-
end 2008.  The first quarter results provides additional support
for Calpine to meet near-term financial targets consistent with a
B1 CFR, including free cash flow to debt of around 5.0% over the
intermediate term.  The upgrade factors in actions taken by the
company to produce more predictable cash flow and earnings on a
sustainable basis over the next three years.  In addition to the
Connectiv generation asset acquisition, which will provide fairly
predictable capacity revenues in the near-term, Calpine's results
will be aided by new contracted projects being developed in
California as well as additional bilateral arrangements in place
between the company and various end-users.  Consequently, Moody's
believe Calpine's financial performance will continue its
improving trend over the next few years, positioning the company
reasonably well as a strong B- rated unregulated wholesale power
company.

The rating action considers the incremental contribution to
Calpine's earnings and cash flow from the planned Connectiv
generation asset acquisition, as well as the increased
diversification to operations, as the transaction will greatly
increase Calpine's footprint in PJM.  While Moody's calculate that
about 30% of the capacity expected to be acquired is old and less
efficient, all of the capacity receives some form of capacity
payment, which should continue given the locational value of
several of these assets.

Moody's understands that Calpine has arranged a $1.3 billion
secured term loan which along with cash on hand will be used to
finance this acquisition.  Importantly, Calpine agreed to sell its
Rocky Mountain and Blue Spruce natural-gas fired generation plants
to Public Service Company of Colorado for $739 million, which when
completed will reduce consolidated debt by $400 million and
provide Calpine with net cash proceeds of around $400 million.
Completion of this asset sale is incorporated in the rating
action.

The rating upgrade for CCFC reflects the significant
interrelationship between Calpine and CCFC as more than 80% of
CCFC's operating revenues are derived through capacity payments
from Calpine to CCFC under 10 year tolling arrangements.  Through
various subsidiaries, Calpine is also responsible for the
maintenance, operation, and delivery of fuel to the CCFC plants
through bilateral agreements, all of which are guaranteed by
Calpine.  Capacity payments from these 10-year tolling
arrangements along with separate contractual arrangements between
subsidiaries of CCFC and two electric cooperatives provide a high
degree of steady, predictable cash flow over the life of the debt,
albeit largely sourced from a B1 CFR counterparty.  CCFC's Ba3
senior secured rating recognizes the strong collateral coverage at
this subsidiary as debt/KW is less than $300/KW providing CCFC
bondholders with substantial protection, particularly given the
age and efficiency of the CCFC assets.

The speculative grade rating of SGL-2 reflects Moody's view that
Calpine will have good liquidity over the next 12 months based
upon internal cash flow generation, balance sheet liquidity, and
headroom under the company's covenants.  During 2009, Moody's
calculates Calpine generated free cash flow of $582 million and
expects the company to generate around $500 million of free cash
flow during 2010.  At March 31, 2010, Calpine had unrestricted
cash of more than $1.1 billion and access to credit facilities of
around $800 million.  While cash on hand will decrease by
$540 million when the Connectiv assets are acquired, cash on hand
is expected to be replenished from both internal sources and from
the completion of the asset sale with PSCO.  Moody's expects the
company to be able to satisfy its maturing debt requirements over
the next 12 months from internal sources, and expects the company
to remain comfortably in compliance with the three financial
covenants in its credit facilities.  With respect to other forms
of liquidity, virtually all of the company's assets are pledged to
creditors under either project level subsidiary agreements or
under the company's first lien credit agreements.  However, the
value ascribed to the Rocky Mountain and Blue Spruce transaction
supports a view that Calpine's highly efficient fleet of natural-
gas fired generation could provide a meaningful source of future
alternative liquidity for the company.

Calpine's and CCFC's rating outlook is stable reflecting Moody's
expectation for continued execution of the company's strategy
through strong plant performance and a carefully implemented
hedging strategy which is expected to result in free cash flow
generation helping to facilitate further consolidated debt
reduction.

Calpine's CFR could be upgraded if the company's ratio of free
cash flow to debt reaches the high single digits, its cash flow to
debt exceeds 12%, and cash coverage of interest expense is above
2.3x on a sustainable basis.  However, should poor operating
performance across the fleet emerge or weaker than expected energy
markets lead to a decline in expected cash flows resulting in the
ratio of cash flow to interest expense falling below 1.8 x or cash
flow to debt declining to below 7% for an extended period, the
rating could be downgraded.

Moody's last rating action on Calpine and CCFC occurred on
April 21, 2010, when the ratings were affirmed with a positive
outlook.

The ratings for Calpine's and CCFC's individual securities were
determined using Moody's Loss Given Default (LGD) methodology.

Upgrades:

Issuer: Calpine Construction Finance Company, L.P.

  -- Senior Secured Regular Bond/Debenture, Upgraded to Ba3, LGD3,
     42% from B1, LGD3, 44%

Issuer: Calpine Corporation

  -- Probability of Default Rating, Upgraded to B1 from B2

  -- Corporate Family Rating, Upgraded to B1 from B2

  -- Senior Secured Bank Credit Facility, Upgraded to B1, LGD4,
     50% from B2, LGD4, 52%

  -- Senior Secured Regular Bond/Debenture, Upgraded to B1, LGD4,
     50% from B2, LGD4, 52%

Outlook Actions:

Issuer: Calpine Construction Finance Company, L.P.

  -- Outlook, Changed To Stable From Positive

Issuer: Calpine Corporation

  -- Outlook, Changed To Stable From Positive

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company with assets of $16.65 billion and an
aggregate generating capacity of 24,738 MW, including partnership
interests at December 31, 2009.  The company owns, leases, and
operates natural gas-fueled and renewable geothermal power plants.


CAMBRIDGE REALTY: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cambridge Realty West, L.L.C.
        901 Convention Center Boulevard, Suite 114
        New Orleans, LA 70130

Bankruptcy Case No.: 10-11519

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: dsd@hellerdraper.com

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

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

A copy of the Company's list of 16 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/laeb10-11519.pdf

The petition was signed by Maurice Kansas, managing member.


CASA ASSOCIATES: Chapter 11 Case Summary
----------------------------------------
Debtor: Casa Associates, L.P.
        1325 South 77 Sunshine Strip, Suite 208
        Harlingen, TX 78550

Bankruptcy Case No.: 10-10328

Chapter 11 Petition Date: May 3, 2010

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

Judge: Richard S. Schmidt

Debtor's Counsel: Ellen C. Stone, Esq.
                  The Stone Law Firm, P.C.
                  62 E Price Road
                  Brownsville, TX 78521
                  Tel: (956) 546-9398
                  Fax: (956) 542-1478
                  E-mail: ignbro@ellenstonelaw.com

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

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

According to the schedules, the Company says that assets total
$3,138,965 while debts total $2,255,139.

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

The petition was signed by Matthew Zebrowski, President of Kamz
Development Corp.,G.P.


CATALYST PAPER: Shareholders Elect 9 Directors
----------------------------------------------
Catalyst Paper Corporation reported the voting result at the
annual and special meeting of holders of common shares.

Shareholders voted in favor of the election of these directors for
the ensuing year:

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

KPMG LLP was also appointed as accountant.

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

               http://ResearchArchives.com/t/s?6183

                       About Catalyst Paper

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

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

                          *     *     *

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

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


CATHOLIC CHURCH: Wilmington to Mediate Dispute Over Mediation
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Catholic Diocese
of Wilmington Inc. and sexual-abuse claimants will have a mediator
who, according to Bankruptcy Judge Christopher Sontchi, will
"mediate whether the parties will actually mediate."

The parties decided among themselves to mediate and selected a
mediator.  Judge Sontchi told the parties to work out the terms of
mediation in April.  Judge Sontchi on May 3 appointed another
Delaware bankruptcy judge, Kevin Gross, to be the mediator, after
parties were unable to agree on terms of the mediation.  Judge
Gross, who agreed to accept the role, is to report to Sontchi
within 30 days.

                  About the Diocese of Wilmington

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

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

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


CELL THERAPEUTICS: Reports $27-Mil. Loss for March
--------------------------------------------------
Pursuant to a request from the Italian securities regulatory
authority, CONSOB, Cell Therapeutics Inc. reported that during the
month ended March 31, 2010, it recorded a net loss of $27.36
million on net revenue of $7 million, compared with a net loss of
$7.83 million on $6 million of net revenue in February.

A full-text copy of the Company's report is available for free
at http://ResearchArchives.com/t/s?6180

                     About Cell Therapeutics

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

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

                       Going Concern Doubt

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

                      Bankruptcy Warning

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


CHEMTURA CORPORATION: $11.4MM Class Suit Settlement Approved
------------------------------------------------------------
Bankruptcy Judge Robert E. Gerber approved Chemtura Corp.'s
$11.4 million settlement agreement of a securities class action
lawsuit that accused the Company of misleading investors by
covering up an antitrust conspiracy, according to Bankruptcy
Law360.

                       About Chemtura Corp.

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

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

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

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


CIENA CAPITAL: To Pay $26MM to Resolve U.S. Fraud Claims
--------------------------------------------------------
Ciena Capital LLC has reached an agreement with the United States
to settle fraud claims related to its small business lending for
$26.3 million, the Justice Department disclosed.  Ciena and a
subsidiary, Business Loan Center, a small business lending company
licensed to originate and service loans under Section 7(a) of the
Small Business Act, are alleged to have submitted false claims for
payment on loans made through the Small Business Administration.

The SBA, through various lending programs, provides financial
assistance to small businesses by guaranteeing up to 85% of the
value of loans made by private lenders.  The settlement resolves
allegations that Ciena and BLC falsely certified that they
complied with SBA regulations when they submitted claims for
payment on loans they originated, underwrote, and serviced.  Some
of these loans defaulted shortly after they were made as a result
of Ciena's and BLC's disregard of SBA rules, regulations, and
underwriting requirements.  Other loans were originated by former
BLC Executive Vice President Patrick Harrington, or his office,
during his tenure.  Harrington pleaded guilty to conspiracy to
defraud the United States and was sentenced to 10 years in prison
for his prominent role in the fraudulent loan scheme, which
included falsifying loan documents, inflating property appraisals,
and using straw purchasers to engage in sham transactions.  This
settlement also resolves allegations that the defendants' parent
company, Allied Capital Corporation, is liable for the acts of its
subsidiaries.

"The United States will not tolerate fraud in lending programs
designed to assist small businesses, which are so vital to our
nation's economy," said Tony West, Assistant Attorney General for
the Civil Division of the Department of Justice.  "We will pursue
those who seek to take unfair advantage of programs designed to
help people start a business and earn a living."

The settlement for $26.3 million, which includes a credit for
$18.1 million previously negotiated by and paid to the SBA,
resolves a lawsuit filed by James R. Brickman and Greenlight
Capital Inc., under the qui tam,or whistleblower provisions, of
the False Claims Act.  Under the False Claims Act, private
citizens can bring suit on behalf of the United States and share
in any recovery.  Mr. Brickman and Greenlight Capital will receive
$4.3 million as their share of the government's recovery.

On Sept. 30, 2008, Ciena and several of its subsidiaries filed
petitions for bankruptcy under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of New
York.  The settlement announced today must be approved by the
Bankruptcy Court.

"As a result of strong collaboration between SBA's attorneys, the
SBA Office of Inspector General, the Justice Department and the
U.S. Attorney's Offices in Atlanta and New York, we have recovered
a significant amount of the loan loss stemming from Ciena's
operations," SBA General Counsel Sara Lipscomb said.

"The size of these payments sends a strong message that the
government will not tolerate fraud, waste or abuse of SBA
programs," said SBA Inspector General Peggy E. Gustafson.

This law enforcement action is in part sponsored by the
interagency Financial Fraud Enforcement Task Force.  The task
force was established to wage an aggressive, coordinated, and
proactive effort to investigate and prosecute financial crimes.
It includes representatives from a broad range of federal
agencies, including the SBA, regulatory authorities, inspectors
general, and state and local law enforcement who, working
together, bring to bear a powerful array of criminal and civil
enforcement resources.  The task force is working to improve
efforts across the federal executive branch and, with state and
local partners, investigate and prosecute significant financial
crimes, ensure just and effective punishment for those who
perpetrate financial crimes, combat discrimination in the lending
and financial markets, and recover proceeds for victims of
financial crimes.

                       About Ciena Capital

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The Company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., and Andrew Kamensky, Esq., at
Hunton & Williams LLP, represent the Debtors as counsel.  Mark T.
Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed both assets and debts between $100 million
and $500 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 5, 2010,
Bankruptcy Law360 reports that Ciena Capital LLC has filed a
Chapter 11 reorganization plan that would hand ownership of the
company over to its lenders and resolve numerous claims among it,
its secured lenders and unsecured creditors, and the federal
government.


CINEDIGM DIGITAL: Unit Closes $172.5 Million New Credit Facility
----------------------------------------------------------------
Cinedigm Digital Cinema Corp. disclosed the closing of a $172.5
million credit facility co-led by Societe Generale Corporate &
Investment Banking and GE Capital Markets.  This new credit
facility will refinance all existing senior and mezzanine non-
recourse debt in the Company's Phase 1 deployment subsidiary,
Christie/AIX, through a newly formed bankruptcy remote subsidiary
called Cinedigm Digital Funding I, LLC.  The facility has received
a provisional rating of Ba1 from Moody's Investor Service.  The
new credit facility will replace the Company's credit facility led
by GE Capital Markets in 2006.

The new 6-year term loan, provided by a syndicate of 19
institutional lenders led by Societe Generale and GE Capital
Markets, will be at a rate of LIBOR +350 basis points with a 1.75%
LIBOR floor, improving upon the previous rate of LIBOR +600 basis
points with a 2.5% LIBOR floor.  This new facility significantly
improves upon the terms of the previous credit facility through a
combination of reduced borrowing costs to Cinedigm Digital
Funding, a more flexible covenant package, a 32 month maturity
extension and improved free cash flow to support the payment of
service fees to Cinedigm Digital Cinema Services, our service
division.  This new non-recourse credit facility is secured by the
assets of Cinedigm Digital Funding 1, LLC.

"We are very pleased to complete this refinancing and to have a
provisional rating of Ba1 by Moody's," said Bud Mayo, Chairman and
CEO of Cinedigm. " This successful refinancing of our existing
debt reaffirms the value of the Phase 1 digital cinema asset base
and the critical role Cinedigm plays in driving the exhibition
industry's conversion to digital cinema."

Adam M. Mizel, CFO and Chief Strategy Officer of Cinedigm, added,
"This refinancing marks the next step in our efforts to strengthen
Cinedigm's balance sheet, to improve our access to capital and to
continue to position the Company for growth.  We appreciate the
strong capital markets execution and lending support from our long
time partners at Societe Generale and GE Capital."

"We are excited to have successfully delivered institutional
investor commitments for the refinancing of Cinedigm's Phase 1
digital cinema deployment," said Richard Knowlton, Managing
Director, Societe Generale, Leveraged Media and Telecom Finance.
"Together with GE Capital, we have expanded funding options for
the Company's current and future digital cinema rollouts."

Michael Rhea, Vice President, GE Capital, Media, Communications &
Entertainment, commented, "GE Capital is a long-time supporter of
the exhibition industry and of digital cinema.  We are pleased to
be helping Cinedigm with their Phase 1 refinance and look forward
to continuing our strong relationship."

                      About Cinedigm Cinedigm

Cinedigm Cinedigm is the leader in providing the services,
experience, technology and content critical to transforming movie
theaters into digital and networked entertainment centers.  The
company is a technology and services integrator that works with
Hollywood movie studios and exhibitors to bring movies in digital
cinema format to audiences across the country.

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2010,
Moody's Investors Service has assigned a provisional rating of
(P)Ba1 to a term loan facility being extended to Cinedigm Digital
Funding I, LLC, an indirect subsidiary of Cinedigm Digital Cinema
Corp.


COMMERCIAL VEHICLE: Plans to Perform Assembly at Norwalk Plant
--------------------------------------------------------------
Commercial Vehicle Group Inc. said it plans to perform the final
assembly of product at its Norwalk, Ohio facility in May 2010 and
estimates it will incur total (net) expenses related to the
closure of its Norwalk, Ohio facility of approximately
$2.6 million, consisting of approximately $0.5 million of
employee-related costs and approximately $2.1 million of facility
closure and other costs.

Of this amount, approximately $0.2 million was incurred through
December 2009. The Company expects that it will incur
approximately $0.5 million of these employee-related costs and
approximately $1.3 million of these facility closure and other
costs from April through December 2010.

From 2011 through 2016, the Company estimates it will incur
expenses related to the closure of approximately $0.6 million,
consisting of a benefit of approximately $0.2 million primarily
related to its employee-related pension and post-retirement plans
and an expense of approximately $0.8 million of facility closure
and other costs.

The Company estimates that total (net) cash expenditures resulting
from these charges will be approximately $6.6 million, of which
approximately $0.1 million was incurred through March 2010 and
approximately $1.0 million is expected to be incurred from April
through December 2010. From 2011 through 2016, the Company
estimates it will incur cash expenditures related to the closure
of approximately $5.5 million, primarily related to funding of
certain pension and post-retirement plans and facility lease
obligations.

On December 11, 2009, the company announced the closure of its
Norwalk, Ohio truck cab assembly facility, as a result of
Navistar's decision to insource the cab assembly operations
performed at Norwalk into its existing assembly facility in
Escobedo, Mexico.

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The products include static and
suspension seat systems, electronic wire harness assemblies,
controls and switches, cab structures and components, interior
trim systems (including instrument panels, door panels,
headliners, cabinetry and floor systems), mirrors and wiper
systems specifically designed for applications in commercial
vehicles.  The Company has facilities located in the United States
in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon,
Tennessee, Virginia and Washington and outside of the United
States in Australia, Belgium, China, Czech Republic, Mexico,
Ukraine and the United Kingdom.

Commercial Vehicle Group Inc.'s balance sheet at December 31,
2009, showed $250.5 million in total assets and $288.2 million in
total liabilities, resulting in a $37.7 million stockholders'
deficit.

                          *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has a
'CCC+' corporate credit rating from Standard & Poor's.


CONSECO INC: Net Profit Hikes 38% to $33.9MM in Q1 2010
-------------------------------------------------------
Conseco Inc., in a press release, reported net income of
$33.9 million for the quarter ended March 31, 2010, up 38% from
$24.5 million for the first quarter of 2009.

"We are pleased to report another strong earnings quarter, with
results largely in line with expectations, following a year of
financial transformation," CEO Jim Prieur said.  "Sales continued
to be strong and our net income increased significantly.  While
net income per share was 13 cents in the first quarters of 2010
and 2009, the current quarter per share amount reflects dilution
from the issuance of 65.9 million shares of common stock and
$240.5 million of convertible debentures.  By issuing these
securities, we were able to significantly enhance our capital and
support the Company's future growth."

Net operating income, a non-GAAP measure, was $38.2 million for
the three months ended March 31, 2010, as compared to
$37.5 million for the first quarter of 2009.

The results for the first quarter of 2010 included the recognition
of a $1.2 million extinguishment loss, net of income taxes,
related to the repurchase of $64.0 million aggregate principal
amount of the 3.5% convertible senior debentures.  The results for
the first quarter of 2009 included the recognition of a
$6.1 million charge, net of income taxes, related to modifications
made to the Company's senior credit agreement.

Net realized investment losses in the first quarter of 2010 were
$3.1 million.  Net realized investment losses include total other-
than-temporary impairment losses of $17.7 million, of which
$20.3 million was recorded in earnings and $(2.6) million in
accumulated other comprehensive loss.  Net realized investment
losses in the first quarter of 2009 of $6.9 million included
$92.0 million of other-than-temporary impairment losses recognized
in earnings.  Net realized investment losses in the first quarter
of 2009 included a $2.4 million increase to the deferred tax
valuation allowance.

At March 31, 2010, the Company had $30.785 billion in assets,
$27.065 billion in liabilities, and $3.720 billion in
shareholders' equity.

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

               http://researcharchives.com/t/s?6188

                        About Conseco Inc.

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

                          *     *     *

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


CRESCENT RESOURCES: U.S. Trustee Objects to Non-Debtor Releases
---------------------------------------------------------------

Bankruptcy Law360 reports that the U.S. trustee has objected to
provisions in Crescent Resources LLC's plan of reorganization
releasing nondebtors from claims after the plan takes effect.  The
U.S. Trustee, Charles McVay ,said he does not oppose the
confirmation of the Plan, Law360 relates.

                     About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States. Crescent Resources is a joint venture between Duke Energy
and Morgan Stanley Real Estate Fund.  Established in 1969,
Crescent creates mixed-use developments, country club communities,
single-family neighborhoods, apartment and condominium
communities, Class A office space, business and industrial parks
and shopping centers.

Crescent Resources, LLC, and its debtor-affiliates filed for
Chapter 11 protection on June 10, 2009, with the U.S. Bankruptcy
Court for the Western District of Texas (Austin), lead case number
09-11507, before Judge Craig A. Gargotta.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, L.L.P., is serves as the Debtors'
bankruptcy counsel.


CUMULUS MEDIA: Net Loss Narrows to $144,000 in Q1 of 2010
---------------------------------------------------------
Cumulus Media Inc. filed its Form 10-Q, reporting a net loss of
$144,000 on $56.3 million of net revenues for the three month
ended March 31, 2010, compared with a $3.3 million net loss on
$55.3 million of net revenues during the same period in 2009.

The Company's balance sheet at March 31, 2010, showed $323.0
million in total assets and $695.4 million in total liabilities,
for a stockholders' deficit of $372.3 million.

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 Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6154

                        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.


CW MEDIA: S&P Raises Long-Term Corporate Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Toronto-based CW Media Holdings Inc.
three notches to 'BB-' from 'B-'.  S&P also raised the issue-level
rating on the company's secured debt four notches to 'BB+' from
'B', and revised the recovery rating on the debt to '1' from '2'.
In addition, S&P raised the issue-level rating on the company's
unsecured notes four notches to 'B+' from 'CCC', and revised the
recovery rating on the debt to '5' from '6'.

Finally, S&P revised the CreditWatch implications on the company
to positive from developing.  Positive implications mean that S&P
could raise or affirm the ratings depending on the outcome of
S&P's review.

"S&P base the upgrade on the improved stand-alone rating on CW
Media resulting from the removal of the financial restructuring
uncertainty at partial parent Canwest Media Inc. and the potential
negative impact this could have had on CW Media," said Standard &
Poor's credit analyst Lori Harris.

Canwest (not rated) filed for creditor protection under the
Companies' Creditors Arrangement Act on Oct. 6, 2009.  S&P's
assessment of CW Media's stand-alone business risk and financial
risk profiles follows the announced agreement by which Calgary,
Alta.-based cable services provider Shaw Communications Inc. (BBB-
/Stable/--) will acquire 100% of the equity interests in CW
Investments Co. (parent of CW Media and co-owned by Canwest Media
Inc. and GS Capital Partners VI LP, a private equity affiliate of
Goldman, Sachs & Co.).  The transaction, which is valued at
C$2 billion, also includes the acquisition of Canwest's television
broadcast business.

"The revision to the CreditWatch implications reflects upside
potential to the ratings upon closing of the transaction," Ms.
Harris added.  "Should the transaction close under the current
terms and conditions, S&P would likely raise the long-term
corporate credit rating on CW Media multiple notches and possibly
equalize it with the ratings on Shaw," Ms.  Harris continued.

S&P placed the ratings on CW Media on CreditWatch with negative
implications June 23, 2009, to reflect part-owner Canwest's
financial restructuring uncertainty and the potential impact this
could have had on CW Media.  The CreditWatch implications were
changed to developing from negative on March 29, 2010, based on
the possibility that new ownership of CW Media and resolution of
the Canwest restructuring overhang could result in an upgrade on
CW Media.

S&P will likely resolve the CreditWatch once the transaction
either closes or is cancelled.  Should the transaction close under
the current terms and conditions, S&P expects to raise the long-
term corporate credit rating on CW Media multiple notches and
possibly equalize it with the rating on Shaw.


DARLENE PERSSON: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Darlene Persson
        26427 Anacapa Court
        Los Altos, CA 94022

Bankruptcy Case No.: 10-54630

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 W Santa Clara Street #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

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

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

According to the schedules, the Debtor says that assets total
$2,666,800 while debts total $2,413,237.

A copy of the Debtor's list of 8 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb10-54630.pdf

The petition was signed by the Debtor.


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

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

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

                      About Delta Petroleum

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

                          *     *     *

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

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


DEMOONEY ROAD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Demooney Road Partners, LLC
        4809 Miller Road
        Columbus, GA 31909

Bankruptcy Case No.: 10-40582

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Columbus)

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

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

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

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

The petition was signed by David Erickson, manager.


DHP HOLDINGS: Wants Until June 29 to File Chapter 11 Plan
---------------------------------------------------------
DHP Holdings II Corporation and its units ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file and solicit acceptances for their proposed Chapter
11 Plan until June 29, 2010, and August 29, 2010, respectively.

The Debtors propose a hearing on the extension of their exclusive
periods on May 17, 2010, at 11:30 a.m. Prevailing Eastern Time.
Objections, if any, are due on May 10, 2010, at 4:00 p.m. E.T.

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.


DIAMOND INT'L: Delays Filing of Annual Financial Statements
-----------------------------------------------------------
Diamond International Exploration Inc. will delay the filing of
its annual audited financial statements, CEO and CFO
certifications, management discussion and analysis and annual
information form for the year ended December 31, 2009 beyond the
filing deadline of April 30, 2010.  It is now anticipated that the
Required Documents will be filed by the end of May and in any
event no later than June 30, 2010, being two months from the
filing deadline of April 30, 2010.

The circumstances giving rise to the delay in the Issuer being
able to file the Statements in advance of the filing deadline is
attributable to the timeliness in obtaining requested information
relating to an agreement with Armex Mining Corporation, a company
with which the Issuer has attempted to acquire mineral properties
in Brazil.  To date the information has been received by the
company and is currently in the process of being reviewed by the
Diamond International Exploration Inc's auditors.  The Issuer
expects to have the audit of its 2009 financial statements
completed.  The Issuer expects to file the Statements together
with the related auditor's report by the end of May and in any
event no later than June 30, 2010, being two months from the
filing deadline of April 30, 2010.

In the interim, the Company will apply to the applicable
securities regulatory authorities for a management cease trade
order related to the Company's securities to be imposed against
some or all of the persons who are or have been directors,
officers or insiders of the Company for so long as the Required
Documents are not filed.  If granted, a management cease trade
order would not generally affect the ability of persons who have
not been directors, officers or insiders of the Company to trade
the securities of the Company.  However, the applicable securities
regulatory authorities, in their discretion, may determine that it
would be appropriate to issue a general issuer cease trade order
which would prohibit trading of the Company's securities.

The Company is not subject to any insolvency proceeding and there
is no other material information concerning the affairs of the
Company that has not been generally disclosed.


DOLLAR THRIFTY: Avis Inks Confidentiality Deal to Access Data
-------------------------------------------------------------
Avis Budget Group, Inc., has delivered to the Board of Directors
of Dollar Thrifty Automotive Group, Inc., a signed copy of a
confidentially agreement that would allow Avis access to Dollar
Thrifty's data room.

"We expect that there will be a level playing field to participate
in your Board's process on the same terms as other parties.  In
addition, we are proceeding on the assumption that this
Confidentiality Agreement is identical to the one signed by
Hertz," Ronald L. Nelson, Avis' Chairman and Chief Executive
Officer, said in an accompanying letter.

"We expect that we will be given access to all of the due
diligence information made available to Hertz and access to Dollar
Thrifty management.  In addition our financial advisor will
forward to your financial advisor our preliminary request list
covering certain specific diligence items.

"We look forward to commencing the due diligence process
expeditiously."

A full-text copy of the Confidentiality Agreement is available at
no charge at http://ResearchArchives.com/t/s?6194

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.

                           *     *     *

Avis Budget Car Rental LLC continues to carry Moody's Investors
Service's B2 corporate family rating.  Avis Budget Group Inc.
carries Standard & Poor's Ratings Services' B+ corporate credit
rating.

                         About Hertz Corp.

Hertz Corporation, headquartered in Park Ridge, New Jersey, is an
automobile and equipment rental company.

Hertz carries Moody's B1 Corporate Family Rating and Probability
of Default Rating.

                       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'.


DOMINO'S PIZZA: BlackRock Holds 4.35% of Common Stock
-----------------------------------------------------
BlackRock, Inc., disclosed that as of March 31, 2010, it may be
deemed to beneficially own 2,560,439 shares or roughly 4.35% of
the common stock of Domino's Pizza Inc.

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the number one pizza
delivery company in the United States, based on reported consumer
spending, and has a leading presence internationally.

As of January 3, 2010, the Company had total assets of
$453.8 million against total debt of $1.572 billion, resulting in
stockholders' deficit of $1.321 billion.  As of January 3, 2010,
the Company had $42.4 million of unrestricted cash and cash
equivalents, $91.1 million of restricted cash and cash
equivalents, and $57.6 million of borrowings under its
$60.0 million variable funding note facility.


DOMINO'S PIZZA: Reports Results of Annual Shareholders' Meeting
---------------------------------------------------------------
The 2010 Annual Meeting of Shareholders of Domino's Pizza, Inc.,
was held on April 28, 2010.  A total of 50,328,021 were present or
represented by proxy at the meeting, representing approximately

The 2010 Annual Meeting of Shareholders of Domino's Pizza, Inc.,
was held on April 28, 2010.  A total of 50,328,021 were present or
represented by proxy at the meeting, representing approximately
85.6% of all shares entitled to be voted at the Annual Meeting.

At the meeting, the shareholders elected three nominees -- J.
Patrick Doyle; James A. Goldman; and Gregory A. Trojan -- to serve
on the Company's Board of Directors.  There were no additional
Director nominations brought before the Meeting.

The shareholders approved the Amended and Restated Domino's Pizza
Senior Executive Annual Incentive Plan.  They also ratified the
appointment of PricewaterhouseCoopers LLP as the independent
registered public accountant for the current fiscal year.

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the number one pizza
delivery company in the United States, based on reported consumer
spending, and has a leading presence internationally.

As of January 3, 2010, the Company had total assets of
$453.8 million against total debt of $1.572 billion, resulting in
stockholders' deficit of $1.321 billion.  As of January 3, 2010,
the Company had $42.4 million of unrestricted cash and cash
equivalents, $91.1 million of restricted cash and cash
equivalents, and $57.6 million of borrowings under its
$60.0 million variable funding note facility.


DOMINO'S PIZZA: Doyle, 2 Others Elected to Board of Directors
-------------------------------------------------------------
Domino's Pizza Inc. reported that a total of 50,328,021 were
present or represented by proxy at the meeting, representing
approximately 85.6% of all shares entitled to be voted at the 2010
Annual Meeting of Shareholders on April 28.

The shareholders voted in favor of, among other things, electing
J. Patrick Doyle, James A. Goldman, and Gregory A. Trojan to the
Company's board of directors.

A full-text copy of the Company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?6185

                       About Domino's Pizza

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the number one pizza
delivery company in the United States, based on reported consumer
spending, and has a leading presence internationally.

As of January 3, 2010, the Company had total assets of
$453.8 million against total debt of $1.572 billion, resulting in
stockholders' deficit of $1.321 billion.  As of January 3, 2010,
the Company had $42.4 million of unrestricted cash and cash
equivalents, $91.1 million of restricted cash and cash
equivalents, and $57.6 million of borrowings under its
$60.0 million variable funding note facility.


DS WATERS: Moody's Confirms Corporate Family Rating at 'B3'
-----------------------------------------------------------
Moody's Investors Service has confirmed the B3 corporate family
rating and probability of default rating of DS Waters of America,
Inc., following the company's decision to postpone indefinitely
the planned refinancing of its capital structure.  The rating
outlook is stable.

At the same time, Moody's withdrew the Ba2 rating on DSW America's
previously proposed $375 million revolving and term loan credit
agreement and B3 rating on DSW Holdings, Inc., previously proposed
$475 million senior secured notes.

The confirmation of the B3 CFR reflects Moody's view that the
company's unfavorable maturity profile presents an elevated
refinancing risk for the company.  DSWA's revolver and ABL mature
in October 2011 and its holding company debt matures in early 2012
several months prior to the maturity of the senior secured term
loan.  Further, the high PIK interest rates associated with the
holding company debt is expected to add incremental debt to the
company's capital structure as the maturities approach.  More
positively, the rating recognizes DSWA's strong position in the
U.S. HOD bottled water market, improving customer trends, a good
liquidity profile benefiting from meaningful cash balances and
credit metrics that are generally viewed as strong for the rating
category.

These ratings have been confirmed:

DSWA --

* B3 Corporate Family Rating; and
* B3 Probability of Default Rating.

These ratings were affirmed:

DSWA --

* Ba3 (LGD2, 11%) rating on the existing senior secured revolver
  due 2011 and term loan due 2012.

These ratings were withdrawn:

DSW Holdings --

* B3 (LGD5, 75%) rating to the $475 million senior secured notes
  due 2017.

DSWA --

* Ba2 (LGD2, 18%) rating to the previously proposed $100 million
  senior secured revolver due 2015; and

* Ba2 (LGD2, 18%) rating to the previously proposed $275 million
  senior secured term loan due 2016.

The last rating action on DS Waters was the April 13, 2010, action
that placed the CFR on review for possible upgrade.

DS Waters of America, headquartered in Atlanta, Ga, is a provider
of bottled water and related services delivered directly to
residential and commercial customers in the U.S. Its core business
is the bottling and direct delivery of drinking water in 3 and 5
gallon bottles to homes and offices and the rental of water
dispensers.  The company also sells water in smaller bottles,
cups, coffee, flavored beverages and powdered sticks, and sells
water filtration devices.  Revenues in 2009 were $750 million.


DURANGO GEORGIA: Trustee Wants Creditors to Approve Transfer
------------------------------------------------------------
Gordon Jackson at The Florida Times-Union reports that the
bankruptcy court trustee managing the Durango-Georgia Paper Co.
site is asking creditors to approve a motion in U.S. Bankruptcy
Court to transfer ownership.  According to the report, the
proposal, if approved, would allow North River LLC, a subsidiary
of Jacksonville-based LandMar Group, to transfer ownership to Old
Weed & Ready Plantation LLC, a company created by the bankruptcy
trustee and debtors.

Times-Union relates that North River, which paid nearly $40
million for the 750-acre site in St. Marys at a bankruptcy auction
in 2005, planned to demolish the paper mill and build an upscale
2,200 home residential community.  But the housing market crashed
and the Company filed for Chapter 11 bankruptcy last year after
defaulting on its quarterly payments to purchase the property.

According to court documents, the proposed agreement, the report
relates, would allow Old Weed & Ready to apply for brownfield
protection.  Approval would enable a new owner to apply for
federal and state help to clean up the former industrial site.
Without it, the site would be virtually unmarketable, according to
court documents.

                          About LandMar

Founded in 1987, LandMar Group LLC -- http://www.landmargroup.com/
-- develops a wide array of residential, commercial and mixed-use
offerings throughout the Southeast including Jacksonville,
Jacksonville Beach, Fernandina Beach, St. Augustine, Palm Coast,
New Smyrna Beach, Clermont, Tampa, Brooksville, Fort Myers, and
St. Marys, Georgia.

LandMar communities offer homesites, homes and condominiums in a
wide range of prices and feature a wealth of amenities including
several championship golf courses.  The company also develops
luxury condominiums focused on high amenity areas on oceanfront,
Intracoastal Waterway and riverfront locations.

                      About Durango Georgia

Based in St. Mary's, Georgia, Durango Georgia Paper Company --
http://www.durangopaper.com/-- was a nationally recognized
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
creditors filed an involuntary chapter 7 petition against Durango.
The Company filed for chapter 11 relief on Nov. 20, 2002 (Bankr.
S.D. Ga. Case No. 02-21669).  George H. Mccallum, Esq., at Stone &
Baxter, LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley &
Dunn, PC, and Neil P. Olack, Esq., at Duane Morris LLP, represent
the Debtor in its restructuring efforts.  Bridge Associates, LLC,
was appointed as Liquidating Trustee under the terms of a Plan of
Liquidation approved by creditors and confirmed by the Bankruptcy
Court in June 2004.


E*TRADE FIN'L: 2010 Annual Stockholders' Meeting on May 13
----------------------------------------------------------
The Annual Meeting of Stockholders of E*TRADE Financial
Corporation will be held at the Ritz-Carlton Hotel, 1250 South
Hayes Street, in Arlington, Virginia, on May 13, 2010, at 10:00
a.m. local time, for these purposes:

     1. To elect five directors to the Board of Directors;

     2. To authorize the Board of Directors to file an Amended and
        Restated Certificate of Incorporation to effect a reverse
        stock split of the outstanding shares of Common Stock of
        the Company, at a specified ratio of 1-for-10;

     3. To approve changes to the Company's 2005 Equity Incentive
        Plan, including increasing share authorization by 125
        million shares (subject to adjustment to 12.5 million
        shares if Proposal 2 is adopted and implemented);

     4. To consider and vote upon a proposal to ratify the
        selection of Deloitte & Touche LLP as independent
        registered public accounting firm for the Company for
        2010; and

     5. To act upon such other business as may properly come
        before the meeting or any adjournment or postponement
        thereof.

The Board of Directors fixed the close of business on March 15,
2010, as the record date for determining those stockholders
entitled to vote at the meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?618b

A full-text copy of the Company's Proposed Reverse Stock Split FAQ
is available at no charge at http://ResearchArchives.com/t/s?618c

                           About E*TRADE

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                           *     *     *

As reported by the Troubled Company Reporter on March 25, 2010,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on E*TRADE to 'CCC+' from 'CCC'.  At
the same time, S&P raised its long-term counterparty credit rating
on its subsidiary, E*TRADE Bank, to 'B' from 'B-'.  The outlook on
both is stable.


E*TRADE FIN'L: Reports $47,837,000 Net Loss for March 31 Quarter
----------------------------------------------------------------
E*TRADE Financial Corporation reported a net loss of $47,837,000
for the three months ended March 31, 2010, from a net loss of
$232,685,000 for the same quarter in 2009.  Total net revenue was
$536,503,000 for the 2010 quarter from $497,343,000 for the 2009
quarter.

At March 31, 2010, the Company had total assets of $46,678,674,000
against total liabilities of $42,862,275,000, resulting in
shareholders' equity of $3,816,399,000.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?618d

E*TRADE has filed a Current Report on Form 8-K to update the
historical financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2009, for its
revised segment financial reporting.  As of January 1, 2010, the
Company revised its segment financial reporting to reflect the
manner in which the chief operating decision maker had begun
assessing the Company's performance and making resource allocation
decisions.

Under Securities and Exchange Commission guidance, the revised
segment financial reporting required by the segment reporting
accounting guidance should be provided for previously issued
financial statements included in the Company's currently filed
2009 Form 10-K, if those financial statements are incorporated by
reference in filings with the SEC made under the Securities Act of
1933, as amended, even though those financial statements related
to periods prior to the revised segment financial reporting.

A full-text copy of the Company's Revised Business Overview,
Management's Discussion and Analysis of Financial Condition and
Results of Operations and Financial Statements and Supplementary
Data for the years ended December 31, 2009, 2008 and 2007, is
available at no charge at http://ResearchArchives.com/t/s?618e

                           About E*TRADE

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                           *     *     *

As reported by the Troubled Company Reporter on March 25, 2010,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on E*TRADE to 'CCC+' from 'CCC'.  At
the same time, S&P raised its long-term counterparty credit rating
on its subsidiary, E*TRADE Bank, to 'B' from 'B-'.  The outlook on
both is stable.


E*TRADE FIN'L: Inks Underwriting Deal with Citadel and Wingate
--------------------------------------------------------------
E*TRADE Financial Corporation on April 29, 2010, entered into an
Underwriting Agreement with Citadel Equity Fund Ltd. and Wingate
Capital Ltd., as selling stockholders, and Merrill Lynch, Pierce
Fenner & Smith Incorporated, Sandler O'Neill & Partners, L.P. and
Citadel Securities LLC, as representatives of the underwriters
named therein, in connection with the offering by the Selling
Stockholders of 172,000,000 shares of the Company's common stock.
Under the terms of the Underwriting Agreement, the Selling
Stockholders have granted the Underwriters a 30-day option to
purchase up to 25,800,000 additional shares to cover
overallotments, if any.  The Company will not receive any proceeds
from the Offering.

As of April 29, 2010, Kenneth Griffin's Citadel disclosed holding
217,852,753 shares or roughly 9.9% of the Company's common stock.

A full-text copy of the Underwriting Agreement is available at no
charge at http://ResearchArchives.com/t/s?618f

A full-text copy of Citadel's Schedule 13D filing is available at
no charge at http://ResearchArchives.com/t/s?6190

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?6191

                           About E*TRADE

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                           *     *     *

As reported by the Troubled Company Reporter on March 25, 2010,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on E*TRADE to 'CCC+' from 'CCC'.  At
the same time, S&P raised its long-term counterparty credit rating
on its subsidiary, E*TRADE Bank, to 'B' from 'B-'.  The outlook on
both is stable.


ELLICOTT SPRINGS: U.S. Trustee Unable to Form Creditors Panel
-------------------------------------------------------------
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 cases of Ellicott Springs Resources, LLC, et al.

The U.S. Trustee said that there were too few unsecured creditors
willing to serve on creditors' committee.

Colorado Springs, Colorado-based Ellicott Springs Resources, LLC,
filed for Chapter 11 bankruptcy protection on February 19, 2010
(Bankr. D. Colo. Case No. 10-13116).  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.

On the same date, these affiliates also filed for Chapter 11
bankruptcy protection in the same bankruptcy court:

     -- Ellicott Springs Development, LLC (Case No. 10-13117);
     -- PLW, Inc. (Case No. 10-13114); and
     -- Rodney J. Preisser (Case No. 10-13110)

Those debtors are also based in Colorado Springs, Colorado, and
each also have estimated assets and debts of $10,000,001 to
$50,000,000

Lee M. Kutner, Esq., who has an office in Denver, Colorado,
assists all of the debtors in their restructuring efforts.


ENVIROSOLUTIONS HOLDINGS: Creditors Object to Plan Outline
----------------------------------------------------------
BankruptcyData.com reports that EnviroSolutions Holdings' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' Disclosure Statement related to
its Joint Chapter 11 Plan of Reorganization.  According to the
objection, the committee feels that the Plan significantly
undervalues the Debtors and provides for a materially lower
recovery for unsecured creditors than is required by the absolute
priority rule.

                  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.


EST ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: EST Enterprises, Inc.
        14340 Biscayne Boulevard
        North Miami, FL 33181

Bankruptcy Case No.: 10-21989

Chapter 11 Petition Date: May 1, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Boulevard #T-3
                  North Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

According to the schedules, the Company says that assets total
$2,250,000 while debts total $4,700,000.

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

The petition was signed by Jacob Nae, president.


EXTENDED STAY: U.S. Trustee Objects to $9 Million Fee Claims
------------------------------------------------------------
American Bankruptcy Institute reports that a U.S. trustee objected
to $9 million in fees and expenses claimed by professionals
employed by Extended Stay America.

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

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

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


EXTENDED STAY: Aims for July 20 Plan Confirmation
-------------------------------------------------
Bloomberg News reports that Extended Stay Inc. has scheduled a
June 17 hearing to seek approval of the disclosure statement
describing the Chapter 11 plan incorporating results from an
auction on May 27 to determine who has the best financing offer.
The Company wants to hold a confirmation hearing for approval of
the plan on July 20.

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

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

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

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

A hearing is expected to be subsequently held no later than June
17, 2010, to consider the adequacy of the Disclosure Statement for
the Successful Bid.

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

     http://bankrupt.com/misc/ESI_4thAmendedPlan.pdf
     http://bankrupt.com/misc/ESI_DS4thAmendedPlan.pdf

                        About Extended Stay

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

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

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


FEDERAL-MOGUL: To Close Schofield Plant in March 2011
-----------------------------------------------------
Federal-Mogul Corporation will close its Schofield, Wisconsin
plant in March 2011, Wausau Daily Herald reports.

More than 200 employees will be affected, including management and
hourly workers, who make pistons, according to Jim Burke, the
company corporate communications director.  He explained that the
employees will work for the next several months to fill existing
orders.

The Daily Herald quoted Tom Younger as saying that the Federal-
Mogul's advance notice of the closing is a silver-lining for the
situation.  Mr. Younger is the work force development manager for
the Marathon County Job Center.  "When a person at least knows
ahead of time something like this is going to happen, you can
start to prepare for it," he said.

Mr. Burke disclosed that poor automobile sales in the past few
years and the company's need to be more efficient were the reasons
for the plant closure.  "This is in no way a reflection of the
Schofield community or the skills and commitment of the people at
that facility," he added.

The majority of the work in the Schofield plant will be
transferred to another Federal Mogul plant in Manitowoc,
Wisconsin, which also manufactures piston rings and has the space
and machinery to take on the extra work, the Daily Herald reported
citing Mr. Burke.  He also revealed that some workers at the
Schofield plant will be eligible to transfer to Manitowoc.

"The good news is the majority of work stays in the state of
Wisconsin," Mr. Burke said.

                         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.


FIELDSTONE LESTER: Faces Negligence Suit Over $30M Loan
-------------------------------------------------------
Bankruptcy Law360 reports that a real estate firm has lodged a
breach of contract suit against Fieldstone Lester Shear & Denberg
LLP, accusing the Coral Gables, Fla.-based real estate law firm of
misconduct in representing a now-bankrupt borrower in its quest to
secure a $30 million loan.

According to Law360, RAIT Partnership LP's operative complaint,
lodged Tuesday in the U.S. District Court for the Southern
District of Florida, claims the nine-attorney law firm was
negligent.


FISHERMAN'S WHARF: Files for Chapter 11 Protection in Florida
-------------------------------------------------------------
Fisherman's Wharf of Venice Inc. filed for protection under
Chapter 11 on May 5 in Tampa, Florida (Bankr. M.D. Fla. Case No.
10-10694).

Fisherman's Warf operates a restaurant in Venice, Florida.
It listed assets and debts of $10 million to $50 million.

The largest creditors are the Internal Revenue Service, which is
owed $279,956, and the Florida Department of Revenue, owed
$253,428.


FISHERMAN'S WHARF: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fisherman's Wharf of Venice, Inc.
        509 Tamiami Trail N.
        Venice, FL 34292

Bankruptcy Case No.: 10-10694

Chapter 11 Petition Date: May 4, 2010

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

Debtor's Counsel: H. Bradley Staggs, Esq.
                  Bush Ross, P.A.
                  P.O. Box 3913
                  Tampa, FL 33601-3913
                  Tel: (813) 224-9255
                  Fax: (813) 223-9620
                  E-mail: bstaggs@bushross.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 P. Konecnik, Jr., president.

Debtor affiliates that filed separate Chapter 11 petitions:

                                                  Petition
    Debtor                            Case No.     Date
    ------                            -------      ----
JMT Partners                          10-10699    5/04/10
  Assets: $10,000,001 to $50,000,000
  Debts: $1,000,001 to $10,000,000
JPKJ, LLC                             10-10698    5/04/10
  Assets: $10,000,001 to $50,000,000
  Debts: $1,000,001 to $10,000,000

Fisherman's Wharf's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Internal Revenue Service  Payroll Taxes          $279,956
Ogden, UT 84201-0039

Florida Department of     Sales Taxes            $253,428
Revenue
Sarasota Service Center
1191 Main St., Suite 240
Sarasota, FL 34236

Florida Floats Inc.       Final Unifloat Docks   $184,569

Sarasota County           Penalties              $50,000
Environmental Services

Andrew Bell, Inc.         Computer Contract      $47,846

Ford Credit               2006 250 Ford Pickup   $32,150

Lews Longman Walker PA    Professional Services  $17,431

AAA Financial             Credit Card            $11,753

GM Card                   Credit Card            $11,100

Erik Korzillus            Professional Services  $7,450

Dowd, Whitaker &          Professional Services  $6,250
Associates

Dooley and Drake PA       Professional Services  $3,500

Young Van Assenderp PA    Professional Services  $3,180

Horizon Gas               Utility Services       $2,785

United Health Insurance   Health Insurance       $2,721

FCCI Insurance            Insurance              $2,322

City of Venice            Water Services         $2,205

Premium Assignment Corp.                         $2,131

Florida Power and Light   Utility Services       $2,063

Florida Power and Light   Utility Services       $1,070


FREDDIE MAC: Conservator to Seek $10.6BB Funding From Treasury
--------------------------------------------------------------
Federal Home Loan Mortgage Corporation disclosed in a regulatory
filing that the U.S. Federal Housing Finance Agency, which acts as
Freddie Mac's conservator, will submit a draw request, on
Freddie's behalf, to the U.S. Treasury for $10.6 billion in
funding under Freddie's purchase agreement with Treasury.  The
purpose of the draw request is to address the deficit in Freddie's
net worth.  Following receipt of the draw, Freddie will have
received an aggregate of $61.3 billion from Treasury under the
Purchase Agreement.

On Wednesday, Freddie Mac reported a net loss of $6.7 billion for
the quarter ended March 31, 2010, compared to a net loss of $6.5
billion for the quarter ended December 31, 2009.  After dividend
payments of $1.3 billion on its senior preferred stock to
Treasury, Freddie Mac reported a net loss attributable to common
stockholders of $8.0 billion, or $2.45 per diluted common share,
for the first quarter of 2010, compared to a net loss attributable
to common stockholders of $7.8 billion, or $2.39 per diluted
common share, for the fourth quarter of 2009.

The company had a net worth deficit of $10.5 billion at March 31,
2010, compared to positive net worth of $4.4 billion at December
31, 2009.  This net worth deficit was primarily driven by a
significant net decrease in total equity (deficit) of $11.7
billion due to the adverse impact of the consolidation of variable
interest entities.  The decline in net worth also resulted from
the first quarter 2010 net loss of $6.7 billion and the dividend
payment of $1.3 billion to Treasury on the senior preferred stock,
partially offset by a $4.8 billion decrease in unrealized losses
recorded in accumulated other comprehensive income (loss),
primarily due to improved values on the company's available-for-
sale securities.

"Throughout the first quarter of 2010, Freddie Mac continued to
focus on strengthening underwriting and improving credit quality,"
said Freddie Mac Chief Executive Officer Charles E. Haldeman, Jr.
"At the same time, we helped more than 440,000 families own or
rent a home, and more than 71,000 avoid foreclosure. In this
difficult economic environment, the stability that Freddie Mac
brings to the mortgage market is especially vital.

As of March 31, 2010, Freddie Mac had $2.36 trillion in total
assets against $2.37 trillion in total liabilities.

A full-text copy of Freddie Mac's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?6192

A full-text copy of Freddie Mac's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6193

                        About Freddie Mac

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

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


FREEDOM COMMUNICATIONS: Paper Carriers Drop Plan Appeal
-------------------------------------------------------
Newspaper carriers for California's Orange County Register have
dropped their protest against the Freedom Communications Inc.
Chapter 11 plan after reaching a settlement with the debtor that
will protect some of their unsecured claims, according to
Bankruptcy Law360.

Law360 says Judge Sue L. Robinson of the U.S. District Court for
the District of Delaware on Tuesday signed off on a joint motion
for dismissal of the paper carriers' appeal.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses. The company's print portfolio includes approximately
100 daily and weekly publications, plus ancillary magazines and
other specialty publications. The broadcast company's stations --
five CBS, two ABC network affiliates and one CW affiliate -- reach
more than 3 million households across the country. The Company's
news, information and entertainment websites complement its print
and broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.

Freedom Communications announced April 30, 2010 that its Plan of
Reorganization, which was confirmed by the U.S. Bankruptcy Court
on March 9, has become effective.


GENERAL GROWTH: Simon Property Submits $6.5 Billion Offer
---------------------------------------------------------
Simon Property Group, Inc. has made its best and final offer to
acquire General Growth Properties, Inc. in a fully financed
transaction valued at $6.5 billion, or $20.00 per GGP share,
consisting of $5.00 in cash, $10.00 in shares of SPG common stock,
at its current value, and the distribution to GGP shareholders of
shares in General Growth Opportunities, valued by GGP at $5.00 per
share.  At $20.00 per share, this offer values GGP's equity at
$6.5 billion in the aggregate and represents additional value of
$2.6 billion, or a 66% premium, to the Brookfield-sponsored change
of control recapitalization plan, which offers GGP shareholders an
aggregate value of $3.9 billion.  The acquisition would also
include full cash recovery for unsecured creditors.

SPG has also improved its previously submitted proposal to sponsor
a GGP recapitalization by increasing the price per newly issued
GGP share to $11.00.  This change in the per share investment
price would also apply to an SPG-sponsored recapitalization to the
extent it is effected as a backstop of SPG's proposed acquisition
of GGP.

Both of SPG's proposals would provide substantially more value for
GGP's equityholders than the change of control recapitalization
proposed by Brookfield, over and above the elimination of the
highly dilutive and expensive warrants attached to the Brookfield
plan. SPG will not participate in the bidding process in the GGP
bankruptcy proceeding in any way once GGP issues warrants
associated with the latest Brookfield-sponsored change of control
recapitalization.

The text of SPG's May 6, 2010 offer letter for both the proposed
acquisition and recapitalization of GGP is below.


May 6, 2010
Board of Directors
General Growth Properties, Inc.
110 North Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:

This letter will formally confirm our improved proposals for an
acquisition or recapitalization of General Growth Properties.  As
detailed below, both alternatives offer immediate, tangible and
superior value when compared to the Brookfield-sponsored plan and
deserve your full consideration.  We look forward to engaging
seriously and immediately with you and your advisors and counsel
so that we can effectuate a transaction that is clearly in the
best interests of your shareholders.

SPG is prepared to acquire GGP for $20.00 per share, consisting of
$5.00 in cash and $10.00 in SPG shares at their current value, and
the distribution to GGP shareholders shares of General Growth
Opportunities, which you have valued at $5.00 per share.  The
acquisition would also include the same full cash recovery for
unsecured creditors as in our recapitalization proposal and
provide substantially more value for equityholders.

As an alternative, we are also prepared to sponsor the equity
recapitalization of GGP, which would replace the Brookfield change
of control recapitalization, based on an improved investment price
of $11.00 per share, but without issuing any expensive and
dilutive warrants.  SPG's recapitalization proposal would result
in significantly higher value and greater ownership of GGP for its
existing shareholders than the Brookfield alternative.

These offers are best and final.  SPG will not participate in the
bidding process in the GGP bankruptcy proceeding in any way once
GGP commits to issue the warrants associated with the latest
Brookfield-sponsored plan.

                SPG's Acquisition Proposal

At $20.00 per share, SPG's revised acquisition proposal is more
than two times the $9.40 market price of GGP's stock on
February 12, 2010, the last trading day before SPG publicly
disclosed its initial acquisition proposal.  Because, as you know,
the current market price reflects the expectation of an SPG
transaction, GGP's unaffected stock price is the relevant basis
for comparison. However, even using GGP's affected closing stock
price of $16.57 on May 5, 2010, our proposal represents a premium
of approximately 21%, which is substantially higher than the
historical average change of control premium for REIT acquisition
transactions.

SPG's offer values GGP's equity at $6.5 billion in the aggregate.
This compares with an aggregate value of $3.9 billion to current
GGP shareholders based on their residual ownership interest
following issuance of additional shares and dilutive warrants to
the Brookfield group.  This tremendous disparity in immediate
value cannot be ignored -- whereas SPG would acquire GGP at a
premium, the Brookfield plan would sell 75% of GGP and effective
control of your company to the Brookfield group at a price below
GGP's current market and net asset value.  In this context, it is
ironic that yesterday Brookfield management publicly accused SPG
of not offering fair market value when the Brookfield-led plan
offers significantly less and refuses to give up its lucrative
warrants, while gaining effective control of the company for its
consortium.

It is highly unlikely that a recapitalized GGP under the
Brookfield-sponsored change of control plan could achieve a $15.00
valuation, especially in light of the dilution that would occur
should GGP issue a majority of its stock to the Brookfield
consortium.  Even if you were to apply SPG's industry-leading
implied cap rate to the recapitalized GGP, GGP would still only be
valued at approximately $12.50 per share.  We do not believe GGP
would trade even at this level for several reasons:

   -- GGP would remain highly leveraged.

   -- GGP would face a significant overhang of stock owned by non-
      long term holders who have no lockups, creating downward
      pressure on share price.

   -- The proposed warrants and the subscription rights in favor
      of the Brookfield consortium will impede future attempts to
      raise capital.

-- GGP would be unable pay a material cash dividend upon
   emergence.

In contrast, SPG's strong track record of successfully completing
large acquisitions, our history of delivering superior property-
level performance and the ability to generate substantial
operational synergies ideally position SPG to create the most
value with GGP's portfolio.  Because GGP shareholders would
receive a significant portion of their consideration in SPG
shares, they would have much higher upside potential through an
SPG-GGP combination, considering that:

-- SPG has the highest credit rating of any publicly traded real
   estate company and a lower cost of capital.

-- SPG has a strong balance sheet and substantial flexibility
   through unrivaled access to capital markets.

-- SPG has a sector-leading management team with an established
   track record.

-- SPG pays a substantial cash dividend.

As part of our acquisition, Blackstone Real Estate Advisors, a
world leader in private equity real estate investment with
$25 billion of capital invested in real estate worldwide and
$11 billion in available capital for future real estate
investments, has committed to join our proposed acquisition of
GGP.  However, the proposed transaction would be effected pursuant
to an agreement between GGP and SPG, and no default or failure by
Blackstone or any other contemplated financing source would itself
excuse performance by Simon of its obligation to acquire GGP.

You have raised regulatory concerns both publicly and privately,
which we believe are misplaced due to the highly fragmented nature
of the retail real estate industry.  Nonetheless, in the event any
governmental challenge to the transaction were to arise, SPG has
expressed its willingness, among other things, to sell, hold-
separate or otherwise dispose of a sufficient number of SPG and/or
GGP assets to address those concerns.  In addition, as detailed
below, in the highly unlikely event that an acquisition could not
be consummated, SPG would remain committed to sponsor a
recapitalization as detailed below, and including the regulatory
fail safes in a recapitalization that we have proposed.

In sum, our offer delivers full value to GGP with no execution
risk and provides GGP shareholders with more value than GGP can
realistically expect to achieve with the Brookfield group.

              SPG's Recapitalization Proposal

SPG is also willing to proceed with the recapitalization
transaction we have previously proposed in order to give the board
added certainty and an avenue to provide GGP shareholders with
superior value without the issuance of expensive and dilutive
warrants.  SPG is now prepared to amend its previously submitted
proposal to sponsor a recapitalization of GGP by increasing the
price per share to be paid by SPG for newly issued GGP shares in
the recapitalization to $11.00 per share.  Specifically, SPG would
acquire 227,272,727 shares of common stock in GGP for $2.5 billion
in the aggregate, or $11.00 per share.  This change in the per
share investment price would also apply to an SPG-sponsored
recapitalization in the event it is effected as a backstop of our
proposed acquisition of GGP, as described in our May 2 letter.

Our $11.00 per share value is significantly superior to the
Brookfield-sponsored proposal, especially when the elimination of
the warrants is taken into account.  Under the SPG
recapitalization proposal, existing GGP shareholders would benefit
by owning a greater share of GGP that they would after a
Brookfield-led recapitalization, and having a more liquid security
upon emergence.

The purely hypothetical concerns that you have expressed regarding
the potential negative consequences of Simon's presence as a
shareholder of GGP are misplaced. Given SPG's long track record of
successful real estate partnerships, SPG's sponsorship will
benefit -- rather than harm -- GGP and its public stockholders.
Nonetheless, to allay these concerns, SPG has agreed to numerous
requested concessions, including: capping our voting rights at
10%; reducing the number of board nominees to two; appointing only
independent directors who would also be subject to information
firewalls; not acquiring any incremental shares of GGP after
closing without the consent of the independent members of the GGP
board; having any acquisition proposal be subject to approval by
the independent members of the GGP board and a majority of the
non-SPG shareholders who vote on the matter; and giving GGP the
right to purchase all of SPG's shares of GGP three years after
closing.  In contrast to our proposal, which provides substantial
protection of ongoing GGP public shareholders, in the Brookfield
transaction there is no contractual or legal impediment for the
Brookfield group to increase their collective ownership to 100%,
including by creeping market acquisitions to squeeze out the
remaining public shareholders without having to pay a control
premium.

           Both SPG Proposals Are Superior in Every Way

We believe you would be shortchanging your shareholders by
supporting the insider Brookfield-Pershing Square-Fairholme
transaction, by which 75% of GGP's post-recapitalization equity
would be owned by these three fund managers, transferring
effective control of the company to this consortium which has no
significant retail real estate experience, creating a substantial
overhang with respect to GGP's stock, and at a price not available
to existing GGP shareholders or other investors.

We stand ready to enter into definitive transaction documents
before the hearing to approve the Brookfield-Pershing Square-
Fairholme warrants that is currently scheduled for this Friday
(and which could be postponed to next week), so that GGP can
afford its shareholders the benefit of our transaction in
preference to the inferior Brookfield proposal.  It was in this
spirit that we withdrew our formal legal objection, so as to
facilitate discussion and negotiation.  However, if and when the
warrants are issued, SPG will withdraw its proposal and will cease
any participation in GGP's bidding process. S PG will not be part
of a transaction after hundreds of millions of dollars of value
are summarily transferred from GGP shareholders to Brookfield,
Pershing Square and Fairholme.

We are prepared to answer any questions you may have about these
matters and to engage constructively with you immediately. Time is
short.  We urge you to seize the moment to achieve the best result
for GGP and its stakeholders.

Very truly yours,
David Simon
Chairman of the Board and
Chief Executive Officer
cc: Adam Metz, Chief Executive Officer, General Growth Properties,
Inc. Jackson Hsieh, UBS Investment Bank

                    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: CEO Adam Metz Received $4,715,444 in 2009
---------------------------------------------------------
General Growth Properties Inc. said it paid Chief Executive
Officer Adam Metz $4,715,444 in total compensation for 2009, twice
the $2,445,786 Mr. Metz received in 2008.  Mr. Metz was paid
$167,345 in 2007.

Mr. Metz received $1,557,692 in base salary and $3,114,130 in cash
bonus in 2009.  In 2008, Mr. Metz received $230,769 in base
salary, $0 cash bonus, and $63,870 in stock awards, and $1,938,000
in option awards.

General Growth paid Edmund Hoyt, its Interim Chief Financial
Officer, $1,053,596 in 2009 from $755,110 in 2008, and $1,115,847
in 2007.

Joel Bayer, GGP's Senior Vice President and Chief Investment
Officer, was paid $1,066,096 in 2009, from $772,751 in 2008 and
$909,605 in 2007.

Vice chairman Robert Michaels received $1,581,481 in 2009,
$1,484,813 in 2008, and $3,952,691 in 2007.

President and Chief Operating Officer Thomas Nolan, Jr., received
$3,902,461 in 2009, $1,942,125 in 2008 and $167,845 in 2007.

                       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: Appoints Joel Ewanick as New Marketing Head
-----------------------------------------------------------
General Motors said Joel Ewanick has been appointed vice
president, U.S. Marketing, effective May 24.  Mr. Ewanick, 49,
will report to Mark Reuss, president, GM North America.

"Joel is highly regarded in industry and marketing circles and his
track record speaks for itself," said Mr. Reuss.  "We are very
pleased to have his marketing acumen, creative leadership and
energy at GM at this critical time."

As the single point for marketing, Mr. Ewanick will have
responsibility for improving the positioning of the Chevrolet,
Buick, GMC and Cadillac brands and consumer consideration of GM
vehicles in the United States.

Most recently, he was vice president of marketing, chief marketing
officer for Nissan North America.  Before joining Nissan in March,
Mr. Ewanick served as vice president of marketing for Hyundai
Motor America. During his three year tenure, Mr. Ewanick earned
industry recognition as the most impactful automotive marketer in
America; Automotive News' 2009 Marketing All Star of the Year;
Brandweek's 2009 Marketer of the Year; and Forbes' Chief Marketing
Officer of the Year.

Mr. Ewanick succeeds Susan Docherty, 47, whose new position at GM
will be announced soon.  With extensive sales, service and
marketing experience, Ms. Docherty has held positions of
increasing responsibility in Canada, the U.S., Europe and Asia.
Most notable is her brand work, including the launch of the 2010
Buick LaCrosse and GMC Terrain.

"Susan has been deeply involved in GM's sales and marketing
initiatives for many years," Mr. Reuss said.  "With her drive and
focus, she has laid the groundwork for solid plans and rejuvenated
our agency relationships, placing us in good stead for the future.
We look forward to her contribution across the business moving
forward."

Sharon Terlep at The Wall Street Journal says Mr. Ewanick created
Hyundai's "Assurance" campaign that allowed customers to return
cars if they lost their jobs.  According to Ms. Terlep, the move
reflects the urgency Chairman and Chief Executive Edward E.
Whitacre Jr. places on winning customers and increasing sales in
the critical U.S. market.  Since becoming chairman last summer,
Mr. Whitacre has made it no secret that he expects GM to gain
share in the U.S. market, and sees raising sales as critical to
its turnaround.

                       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)


GENOIL INC: Posts C$5.1 Million Net Loss for 2009
-------------------------------------------------
Genoil Inc. reported a net loss of C$5,152,996 for the year ended
December 31, 2009, compared with a net loss of C$7,767,173 for the
year ended December 31, 2008.

The Company's balance sheet as of December 31, 2009, showed
C$4,100,422 in assets, C$2,788,060 of liabilities, and C$1,312,362
of stockholders' equity.

The Company has incurred a loss of C$5,152,996 in 2009 and has
accumulated losses of C$68,042,222 at December 31, 2009.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercialising its upgrader technology, and obtaining
the necessary financing in order to develop this technology
further.

"The Company is not expected to be profitable during the ensuing
twelve months and therefore must rely on securing additional funds
from either issuance of debt or equity financing for cash
consideration."

A full-text copy of the financial statements is available for free
at http://researcharchives.com/t/s?6170

A full-text copy of Management's Discussion and Analysis of
the Company's financial statements for the year ended December 31,
2009, is available for free at:

               http://researcharchives.com/t/s?6171

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company specializes in heavy oil upgrading, oily
water separation, process system optimization, development,
engineering, design and equipment supply, installation, start up
and commissioning of services to specific oil production,
refining, marine and related markets.  The Company's securities
trade on both the TSX Venture Exchange (Symbol: GNO) and the
NASDAQ OTC Bulletin Board (Symbol: GNOLF).


GLOBAL CROSSING: CEO Legere Paid $4,682,774 for 2009 Work
---------------------------------------------------------
John J. Legere, Chief Executive Officer of Global Crossing
Limited, received $4,682,774 in total compensation for 2009 --
less than half the $10,525,802 in total compensation he received
for 2008.  Mr. Legere was paid $7,333,237 for 2007.

Mr. Legere's 2009 base salary was $1,078,927, slightly lower the
$1,100,000 base salary for 2007 and 2008.

Mr. Legere received $3,250,755 in stock awards in 2009 down from
$8,990,581 in stock awards he received in 2008, and $5,507,953 in
stock awards he got in 2007.

John A. Kritzmacher, Global Crossing's EVP and Chief Financial
Officer, was paid $1,377,303 for 2009, down from the $1,670,660 he
got the prior year.  Mr. Kritzmacher became CFO of the Company on
October 1, 2008.

Hector R. Alonso, the Company's Managing Director for Latin
America, was paid $1,063,944.

                        About Global Crossing

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

The Company's balance sheet showed $2.3 billion in total assets
and $2.7 million in total liabilities, for a $400 million
stockholders' deficit as of March 31, 2010.  At December 31, 2009,
the Company had US$360 million in stockholders' deficit.

                           *     *     *

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


GRAY TELEVISION: Annual Shareholders' Meeting Set for June 23
-------------------------------------------------------------
The Annual Meeting of Shareholders of Gray Television, Inc., will
be held at 9:30 a.m., local time, on June 23, 2010, at The
Peachtree Insurance Center, The Executive Board Room, 5th Floor,
4370 Peachtree Road, N.E., in Atlanta, Georgia, for the purpose of
considering and acting upon:

     -- The election of 11 members of the Company's Board of
        Directors; and

     -- Such other business and matters or proposals as may
        properly come before the meeting.

The Nominees are:

     1. Richard L. Boger;
     2. Howell W. Newton;
     3. Ray M. Deaver;
     4. Hugh E. Norton;
     5. T. L. Elder;
     6. Robert S. Prather, Jr.;
     7. Hilton H. Howell, Jr.;
     8. Harriett J. Robinson;
     9. William E. Mayher, III;
    10. J. Mack Robinson; and
    11. Zell B. Miller

Holders of record of the Company's common stock, no par value per
share, and the Company's Class A common stock, no par value per
share, at the close of business on April 16, 2010, are entitled to
notice of, and to vote at, the annual meeting.  Attendance at the
annual meeting is limited to such shareholders of record at the
close of business on April 16, 2010 and to any invitees of the
Company.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?60d0

                       About Gray Television

Headquartered in Atlanta, Georgia, Gray Television, Inc., operates
36 primary television stations serving 30 mid-sized markets.  The
company's total revenues were approximately $270 million for the
year ended December 31, 2009.

At December 31, 2009, the Company had total assets of
$1,245,739,000 against total liabilities of $1,058,733,000,
resulting in stockholders' equity of $93,620,000.  At December 31,
2008, stockholders' equity was $117,107,000.

                           *     *     *

As reported by the Troubled Company Reporter on May 5, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Gray Television to 'B-' from 'CCC'.

As reported by the TCR on April 22, 2010, Moody's Investors
Service upgraded its Probability of Default Rating and Speculative
Grade Liquidity Rating for the company, to Caa1 from Caa2 and to
SGL-2 from SGL-4, respectively.  Gray's Caa1 Corporate Family
Rating remains unchanged.


GRAY TELEVISION: Complete Issuance of $365-Mil. of Senior Notes
---------------------------------------------------------------
Gray Television, Inc., has completed the issuance of $365 million
aggregate principal amount of its 101/2% senior secured second
lien notes due 2015.

The Notes were priced at 98.085% of par. Interest on the Notes is
payable semiannually, on May 1 and November 1 of each year,
commencing November 1, 2010, and the Notes will mature on June 29,
2015.  The Notes are secured on a second priority basis, subject
to certain exceptions and certain permitted liens, by the
Company's, and its subsidiary guarantors', assets that secure the
Company's senior credit facility on a first priority basis. The
Company's existing, and certain future, subsidiaries are
guaranteeing the Notes.

The Company used the net cash proceeds from the offering of Notes
to:

    i) repay $300 million of its outstanding term loans under its
       senior credit facility,

   ii) fund the cash portion of the concurrent repurchase of
       approximately $60.7 million in face amount of Series D
       perpetual preferred stock, and $14.9 million in accrued
       dividends thereon, in exchange for $50 million in cash and
       the issuance of 8.5 million shares of common stock, and

  iii) pay related fees and expenses, including advisory fees.

With the completion of these transactions, and by repaying
$300 million of its outstanding term loans, the Company reduced
the total interest cost of borrowings under its senior credit
facility from an effective interest rate of LIBOR plus 8.50% to an
effective rate of LIBOR plus 4.25%, including the reduction or
elimination of certain fees, and achieved significant additional
covenant flexibility under its senior credit facility.

Headquartered in Atlanta, Georgia, Gray Television, Inc., operates
36 primary television stations serving 30 mid-sized markets.  The
company's total revenues were approximately $270 million for the
year ended December 31, 2009.

At December 31, 2009, the Company had total assets of
$1,245,739,000 against total liabilities of $1,058,733,000,
resulting in stockholders' equity of $93,620,000.  At December 31,
2008, stockholders' equity was $117,107,000.

Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc.
to 'B-' from 'CCC'.  S&P removed the rating from CreditWatch,
where it was placed with positive implications on April 20, 2010.
The rating outlook is stable.


GREGORY DOWSON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Gregory Charles Dowson
               Sharon Ann Dowson
               528 Shoreline Highway
               Mill Valley, CA 94941

Bankruptcy Case No.: 10-11676

Chapter 11 Petition Date: May 3, 2010

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

Judge: Alan Jaroslovsky

Debtor's Counsel: Sheila Gropper Nelson, Esq.
                  Law Offices of Sheila Gropper Nelson
                  456 Montgomery Street #1700
                  San Francisco, CA 94104
                  Tel: (415)362-2221
                  E-mail: SheDoesBKLaw@aol.com

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

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

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-11676.pdf

The petition was signed by the Joint Debtors.


HARRY BEAN: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Harry H. Bean
               Priscilla M. Bean
                 dba H & P Apartments
               234 Saltmarsh Pond Road
               Gilford, NH 03249

Bankruptcy Case No.: 10-11986

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Eleanor Wm Dahar, Esq.
                  20 Merrimack Street
                  Manchester, NH 03101
                  Tel: (603) 622-6595
                  E-mail: edahar@att.net

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

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

A copy of the Joint Debtors' list of 11 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nhb10-11986.pdf

The petition was signed by the Joint Debtors.


HERTZ CORP: Avis Inks Confidentiality Deal to Access DTAG Data
--------------------------------------------------------------
Avis Budget Group, Inc., has delivered to the Board of Directors
of Dollar Thrifty Automotive Group, Inc., a signed copy of a
confidentially agreement that would allow Avis access to Dollar
Thrifty's data room.

"We expect that there will be a level playing field to participate
in your Board's process on the same terms as other parties.  In
addition, we are proceeding on the assumption that this
Confidentiality Agreement is identical to the one signed by
Hertz," Ronald L. Nelson, Avis' Chairman and Chief Executive
Officer, said in an accompanying letter.

"We expect that we will be given access to all of the due
diligence information made available to Hertz and access to Dollar
Thrifty management.  In addition our financial advisor will
forward to your financial advisor our preliminary request list
covering certain specific diligence items.

"We look forward to commencing the due diligence process
expeditiously."

A full-text copy of the Confidentiality Agreement is available at
no charge at http://ResearchArchives.com/t/s?6194

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.

                           *     *     *

Avis Budget Car Rental LLC continues to carry Moody's Investors
Service's B2 corporate family rating.  Avis Budget Group Inc.
carries Standard & Poor's Ratings Services' B+ corporate credit
rating.

                         About Hertz Corp.

Hertz Corporation, headquartered in Park Ridge, New Jersey, is an
automobile and equipment rental company.

Hertz carries Moody's B1 Corporate Family Rating and Probability
of Default Rating.

                       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'.


HIGH PRAISE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: High Praise Christian Center, Inc.
        2418 Panola Road
        Lithonia, GA 30058

Bankruptcy Case No.: 10-73363

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC
                  Suite 500, 1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  E-mail: dorna.taylor@taylorattorneys.com

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

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

A copy of the Company's list of 2 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb10-73363.pdf

The petition was signed by Lee Anthony Norwood, CEO.


HILLARY HARMON: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hillary Durgin Harmon
        1305 South Blvd.
        Houston, TX 77006

Bankruptcy Case No.: 10-33789

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Leonard H Simon, Esq.
                  Pendergraft & Simon LLP
                  2777 Allen Parkway
                  Ste 800
                  Houston, TX 77019
                  Tel: (713) 737-8207
                  Fax: (832) 202-2810
                  E-mail: lsimon@pendergraftsimon.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/txsb10-33789.pdf

The petition was signed by Hillary Durgin Harmon.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
P.J. Murphey Harmon                    10-30193    01/04/10


HOTEL EQUITY FUND V: Court Dismisses Involuntary Chapter 11 Case
----------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware has dismissed the involuntary chapter 11
bankruptcy petition filed against Hotel Equity Fund V, LLC.

The resort's lender, Wells Fargo Bank N.A. -- as successor to
Wachovia Bank, N.A. -- made the dismissal request.

Hotel Equity's principal asset is the Four Seasons Resort Nevis,
West Indies.  The resort's Web site says the hotel was damaged by
Hurricane Omar in 2008 and is closed.

As reported by the Troubled Company Reporter, three creditors
filed an involuntary Chapter 11 petition on March 19 against Hotel
Equity Fund V LLC (Bankr. D. Del. Case No. 10-10951).

The three petitioning creditors -- Capstead Mortgage Corp.,
Bergland Architects, LLC, and Island Water World -- have claims
just above $300,000.  The largest of the three is $275,000 owing
to Capstead Mortgage Corp., for an unsecured loan.  According to
netDockets, the petitioning creditors filed the involuntary
petition to block Wells Fargo's foreclosure of the resort.

netDockets relates that Wells Fargo's Dismissal Motion was
challenged by Capstead and its affiliate Redtail Capital Partners
One, LLC, but was supported by Four Seasons Hotels and Resorts
B.V., which managed the resort prior to its closure following the
hurricane and is positioned to manage the property when it reopens
later this year; the sovereign government of Nevis (a/k/a the
Nevis Island Administration); and the homeowners association for
resort condominiums/homes built as part of the resort.

netDockets also relates that Wells Fargo sought sanctions against
Capstead and Redtail Capital for the filing of the involuntary
petition.  Capstead countered by seeking sanctions against Wells
Fargo for alleged violations of the Court's scheduling order
governing the exchange of discovery.  The Court's Dismissal Order
does not address either request for sanctions, netDockets says.


HOME PROPERTIES: Fitch Affirms Preferred Stock Rating at 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Home Properties,
Inc.:

Home Properties, Inc.

  -- Issuer Default Rating at 'BBB';
  -- Perpetual preferred stock (indicative) at 'BB+'.

Home Properties, L.P.

  -- IDR at 'BBB';
  -- Unsecured Revolving credit facility at 'BBB';
  -- Senior exchangeable notes at 'BBB'

The Rating Outlook is Stable.

The ratings affirmations reflect HME's solid operating performance
during 2009, reflecting a flat same store net operating income
change as compared to 2008 and occupancy remaining close to 95%.
Credit concerns include the company's high leverage and somewhat
weak fixed charge coverage for the rating category, as well as a
liquidity shortfall.  Offsetting these concerns are the company's
plans to de-lever through its at-the-market program and
incremental revenue expected from properties under construction
expected to deliver in 2010 and stabilize in 2011 and 2012.

HME's 105 apartment communities are located across nine states,
particularly in suburbs of major metropolitan markets that have
barriers to new construction and limited new apartment supply.
HME's assets often provide homes to renters of necessity.  The
defensive nature of these properties creates more stable cash
flows than properties leased to more transient renters, reflected
in the flat same store NOI HME generated in 2009.  That year was a
notoriously difficult year for apartment community owners; HME was
the only multifamily REIT (real estate investment trust) within
Fitch's rating universe that did not report negative same store
NOI growth for 2009.

The ratings affirmations center on Fitch's expectation that
leverage will decline somewhat in the near- to medium-term.
Leverage, defined as net debt to recurring operating EBITDA, was
8.6 times as of Dec. 31, 2009, and remains elevated for the rating
category.  Fitch expects that, given the defensive nature of the
markets in which HME operates, same store NOI will decline
slightly in 2010, and begin to grow in 2011 and 2012.  This modest
NOI decline, coupled with incremental revenue expected from the
two properties currently under construction, will likely result in
leverage in the low 8.0x range, which is appropriate for the
rating given the company's relatively small size and geographic
concentration.

The ratings are further supported by the company's solid coverage
of unsecured debt and the moderate operating results for 2009.
Fitch calculates that HME's ratio of unencumbered operating real
estate, valued at an 8.25% capitalization rate, to net unsecured
debt was 3.3x, which is strong for the rating category.
Additionally, HME's risk-adjusted capital ratio was 1.10x as of
Dec. 31, 2009, unchanged from Dec. 31, 2008, which is adequate at
a 'BBB' rating category stress level.

A credit weakness is the fact that fixed charges (defined as
recurring operating EBITDA less capital expenditures divided by
cash interest expense and capitalized interest) declined to 1.8x
for the 12 months ended Dec. 31, 2009 from 1.9x for the same
period in 2008.  Fitch expects HME's fixed charge coverage to
remain fairly steady through 2012, but this level is somewhat weak
for the rating category.

Another credit concern is HME's liquidity profile.  Fitch
calculates that the company's sources of liquidity (unrestricted
cash, availability under the company's unsecured revolving credit
facility and projected retained cash flows from operating
activities after dividend payments) divided by uses of liquidity
(pro rata debt maturities pro forma for recent refinance
activities and projected recurring capital expenditures) result in
a liquidity coverage ratio of only 0.4x from Jan. 1, 2010 through
Dec. 31, 2011.  However, liquidity coverage would improve to 1.0x
if 2010 and 2011 secured debt maturities are refinanced at par.

While HME has more than 20% of total debt outstanding maturing
through 2011, it has begun to address these upcoming maturities
through mortgage refinancing.  Liquidity in the secured debt
financing market has been provided by Fannie Mae and Freddie Mac,
mitigating concerns for HME's ability to refinance these non-
recourse secured loans.

While HME is primarily a secured debt borrower, its ratios under
its unsecured credit facility do not currently hinder its
financial flexibility.  Fitch would be concerned if the secured
debt leverage ratio were to rise to more than 55% under the
company's bank covenants.  The ratings also indicate the strength
of HME's management team, including senior officers and property
and leasing managers.

Additionally, while Fitch acknowledges that HME has a solid
portfolio in suburban markets with mature housing stock and high
average single-family home prices, 85% of same store NOI in 2009
came from 87 communities in five states, indicating some
geographic concentration.

The Stable Rating Outlook is based on Fitch's opinion that while
leverage is currently high for the rating category, Fitch expects
HME's leverage to decline from current levels.  Weaker than
expected property fundamentals could put pressure on HME's
leverage, absent the company raising equity to repay indebtedness.
Additionally, while unencumbered asset values cover unsecured debt
by more than 3.0x, fixed charge coverage of 1.8x is somewhat weak
for the rating category.  As such, there would be negative
pressure on the ratings if the company does not de-lever as
expected and maintains credit metrics similar to those as of
Dec. 31, 2009.

The two-notch difference between HME's IDR and its indicative
preferred stock rating is consistent with Fitch's criteria for
corporate entities with hybrid securities.  Based on Fitch's
criteria reports, 'Rating Hybrid Securities' and 'Equity Credit
for Hybrids and Other Capital Securities - Amended,' both dated
Dec. 29, 2009, the company's cumulative preferred stock would
likely have loss absorption elements that would likely result in
poor recoveries in the event of a corporate default.

Guidelines for Further Rating Actions:

Any of these factors may have a positive impact on HME's ratings
and/or Outlook:

  -- Leverage, defined as net debt to recurring operating EBITDA,
     maintains below 7.0x over the next 12 to 24 months.
     (Leverage was 8.6x as of Dec. 31, 2009);

  -- Fixed charge coverage, defined as recurring operating EBITDA
     less capital expenditures divided by cash interest expense
     and capitalized interest, sustains above 2.2x for several
     quarters. (coverage was 1.8x for the 12 months ended
     Dec. 31, 2009);

  -- HME demonstrates access to multiple forms of capital;

  -- HME maintains a liquidity surplus.

Any of these factors may have a negative impact on HME's ratings:

  -- Leverage sustains above 8.5x for several quarters;

  -- Fixed charge coverage sustains below 1.8x for several
     quarters.


HSH DELAWARE: U.S. Trustee's Bid for Examiner Fails
---------------------------------------------------
The Bankruptcy Court denied a March 23 bid by Roberta DeAngelis,
the acting U.S. Trustee, for the appointment of an examiner in the
Chapter 11 case of HSH Delaware GP LLC, Carla Main at Bloomberg
News reports.

According to the report, the request was denied "on a preliminary
basis, without prejudice," meaning that the request can be made
again.  Judge Walrath will hear the renewed request on the same
day as the hearing on a separate motion made by HSH Delaware's
secured lenders including Royal Bank of Scotland NV, seeking
appointment of a trustee, or, alternatively, terminating the
debtor's period of exclusivity in filing a plan of reorganization.

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

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

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

                        About HSH Delaware

HSH Delaware GP LLC is based in Wilmington, Delaware.

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

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

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

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

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

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


IESI CORPORATION: Waste Services Deal Cues Moody's Rating Upgrade
-----------------------------------------------------------------
Moody's Investors Service upgraded its ratings of IESI Corporation
to Ba2 in recognition of the continuing improvement in the
company's operating performance and the anticipated benefits of
the proposed merger with Waste Services, Inc. (B2 on review for
possible upgrade).  Concurrent with this action, Moody's has
transferred its Corporate Family and Probability of Default
ratings of IESI to its Canadian parent, IESI-BFC Ltd. which
guarantees the debt of IESI and assigned a Speculative Grade
Liquidity Rating of SGL-2 to BIN.  The rating outlook is stable.
Moody's assigned (P)Ba2 ratings to the new $950 million first lien
senior secured bank credit facility that IESI will enter
contemporaneous with the merger's closing.  The proceeds of the
new rated credit facility and a new Canadian dollar-denominated
credit facility (not rated) arranged by IESI's Canadian sister
company will refinance their respective existing bank credit
facilities and all of Waste Services' debt to be assumed either by
IESI or its Canadian sister companies in the merger.  These
actions resolve the review for upgrade of IESI's ratings initiated
on November 12, 2009 upon the joint announcement by IESI and Waste
Services of their plans to complete a stock-for-stock merger.  If
the transaction closes as anticipated, Moody's will withdraw its
ratings of IESI's existing first lien senior secured credit
facility as well as the ratings of Waste Services.

The upgrade of the Corporate Family rating reflects BIN's and
IESI's demonstrated compliance with their revised financial policy
that they undertook starting in 2009, whereby each stated a
leverage target (reported Debt to EBITDA) of 2.5 times or lower.
Although an equity infusion by BIN allowed IESI to meaningfully
lower its debt in the first half of 2009, the ratings anticipated
that the company would continue to grow through acquisitions and
that leverage metrics could exceed the targeted range.  The
planned stock-for-stock merger will provide sizeable growth for
the company with only a nominal, and near term effect on credit
metrics.  Moody's expects credit metrics to remain supportive of
the Ba2 rating category during the integration period,
notwithstanding the assumption of about $400 million of Waste
Services' debt.

The Ba2 corporate family rating reflects BIN's and IESI's strong
balance sheets, good liquidity and the expectation that its
operations will continue to produce a level of funds from
operations that covers debt service obligations with meaningful
cushion.  The ratings benefit from the below average risk of the
solid waste sector as evidenced by the steady credit metrics
profile BIN and its peers maintained through the 2009 recession.
The majority of BIN's credit metrics at March 31, 2010 are
indicative of the Ba or Baa rating levels.  The Ba2 rating also
considers the sectors generally recession-resistant nature, BIN's
ability to achieve price increases that help offset the
combination of weaker volumes and cost inflation, particularly for
fuel, and it's relatively low exposure to construction and
demolition waste volumes.  BIN also achieves an EBITDA margin that
is competitive with those of its larger industry peers, although
its EBIT margin is relatively weak, because of the relatively
larger component of amortization that results from its history of
acquisitive growth.

Moody's believes BIN will maintain good liquidity, which leads to
the assignment of the SGL-2 Speculative Grade Liquidity rating.
BIN chooses to hold only a nominal amount of unrestricted cash on
hand, relying on same day availability under its revolvers.
However, Moody's expect solidly positive free cash flow generation
and aggregate availability of at least $250 million on the two
revolvers, before considering any draws to fund acquisitions that
could occur.  Moody's anticipates that the company will remain
compliant with the financial covenants of its revolvers, although
cushion in 2010 is initially modest.

The stable outlook reflects Moody's expectation that BIN will
maintain good liquidity and benefit from improving volume trends
as economic activity recovers and that the integration risk
attributable to the acquisition of Waste Services is modest.  The
merger plan calls for modest synergy benefits.  IESI has
experience integrating large transactions, since it concluded in
2007, the debt-funded acquisition of Winter Brothers located in
Long Island, New York.  Moody's also expects the solid waste
issuers to continue their similar focus on maximizing return on
invested capital, which should prevent aggressive pricing
practices that would be detrimental to the sector's current strong
operating margin profile.  These factors should allow BIN and IESI
to sustain their strong EBITDA margin and supportive credit
metrics.

The outlook could be changed to positive if BIN maintains its
March 31, 2010 credit metrics in upcoming quarters, while
potentially pursuing additional acquisitions.  Moody's believes
BIN could pursue acquisitive growth but that it would remain a
disciplined bidder and acquisition activity would focus on tuck-
ins to the existing operating footprint.  Debt to EBITDA sustained
at or below 2.0 times, FFO + interest to interest sustained above
6.0 times and free cash flow to debt that remains above ten
percent could lead to an outlook change or upgrade.  The outlook
could be changed to negative or the ratings downgraded if BIN was
to sustain Debt to EBITDA above 3.0 times, FFO + Interest to
Interest below 4.0 times or if it was unable to sustain positive
free cash flow generation.  Moody's could also change the outlook
to negative or downgrade the ratings if BIN was to loosen its
financial policies by increasing its leverage target above the
current 2.5 times, if it was to execute significant debt-funded
returns to shareholders or if aggregate revolver availability
reduced by half or cushion with financial covenants tightened from
current levels.

The last rating action was on November 12, 2009, when the ratings
of IESI were placed on review for possible upgrade.

Upgrades:

Issuer: IESI Corporation

  -- Senior Secured Bank Credit Facility, Upgraded to a range of
     Ba2, LGD3, 42% from a range of B1, LGD3, 45%

Assignments:

Issuer: IESI Corporation

  -- Senior Secured Bank Credit Facility, Assigned (P)Ba2, LGD3,
     46%

  -- Senior Secured Bank Credit Facility, Assigned (P)Ba2, LGD3,
     46%

Issuer: IESI-BFC Ltd.

  -- Probability of Default Rating, Assigned Ba2

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Corporate Family Rating, Assigned Ba2

Outlook Actions:

Issuer: IESI Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: IESI Corporation

  -- Probability of Default Rating, Withdrawn, previously rated B1

  -- Corporate Family Rating, Withdrawn, previously rated B1

IESI Corporation, based in Fort Worth, TX, is a vertically
integrated provider of non-hazardous solid waste management
services, serving ten southern and northeastern U.S. states.  IESI
is a wholly-owned subsidiary of IESI-BFC Ltd.

IESI-BFC Ltd., headquartered in Toronto, Ontario, Canada, through
its operating subsidiaries, provides vertically integrated non-
hazardous solid waste services to commercial, industrial,
municipal and residential customers in Canada and the south and
northeast U.S.


INN AT MISSOURI: Files for Chapter 11 in St. Louis
--------------------------------------------------
Inn at Missouri Research Park LLLP filed for Chapter 11 protection
(Bankr. E.D. Miss. Case No. 10-44907) on May 3 to prevent a
foreclosure from going forward the next day.

Inn at Missouri is the owner of the Wingate by Wyndham Hotel in
Weldon Spring, Missouri.  It estimated assets at more than
$10 million while debt at $1 million to $10 million.

According to Bloomberg's Bill Rochelle, the secured creditor,
Premier Bank, filed a motion asking the bankruptcy judge in St.
Louis to modify the automatic stay so foreclosure could proceed.
The bank claims the property is worth less than the $8 million in
secured debt that matured in March.


INNOVATIVE COMMUNICATION: Commission OKs CFC Purchase
-----------------------------------------------------
The Public Services Commission of the U.S. Virgin Islands voted
unanimously yesterday to approve the acquisition by National Rural
Utilities Cooperative Finance Corporation (CFC) of the Virgin
Islands Telephone Corporation (Vitelco) and Innovative Cable TV.
Upon final bankruptcy court approval of CFC's acquisition of these
and other businesses from the bankruptcy estate of Innovative
Communication Corporation (ICC), CFC will close the transaction to
own and manage ICC's operating businesses, including Vitelco.

"Today's approval of the transfer is the result of a lengthy and
thorough review by the PSC, its Hearing Examiner, and PSC staff
and its consultants," stated CFC Chief Financial Officer Steven
Lilly.  "CFC is committed to operating a state-of-the-art
telecommunications system that will be an asset to the businesses
and residents of the Virgin Islands."

In January 2009, CFC announced that it would make a credit bid to
acquire the ICC-owned businesses from ICC, which remains in
Chapter 11 bankruptcy.  The PSC approval represents the final
regulatory approval necessary for CFC to complete its acquisition
of the ICC businesses, as CFC has already received approvals from
other regulators, including the U.S. Federal Communications
Commission.  The Chapter 11 Trustee and CFC will now request final
authorization from the U.S. Bankruptcy Court to consummate the
credit bid.

About CFC National Rural Utilities Cooperative Finance Corporation
is a cooperative that serves the nation's rural utility systems.
With more than $20 billion in assets, CFC provides its member-
owners with an assured source of market-priced capital and
financial products and services.  CFC can be found online at
nrucfc.org.


INTERPUBLIC GROUP: Moody's Assigns 'Ba2' Rating on $650 Mil. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to The Interpublic
Group of Companies, Inc.'s amended $650 million senior unsecured
revolving credit facility due July 18, 2013.  The transaction
enhances IPG's liquidity profile by extending the maturity date of
the credit facility from July 2011 to July 2013 and increasing the
revolver commitment size from $335 million to $650 million.  IPG's
Ba2 Corporate Family Rating is unchanged, but its Probability of
Default Rating has been changed to Ba2 from Ba1, based on a
revision in Moody's expected family recovery rate to 50% from 35%.
LGD point estimates were updated based on the new capital
structure.  The rating outlook remains positive.

Issuer: Interpublic Group of Companies, Inc. (The)

  -- Probability of Default Rating, Changed to Ba2 from Ba1

  -- Senior Unsecured Bank Credit Facility, Assigned Ba2, LGD4,
     52%

  -- Senior Unsecured Conv./Exch.  Bond/Debenture, Changed to Ba2,
     LGD4, 52% from Ba2, LGD4, 68%

  -- Senior Unsecured Regular Bond/Debenture, Changed to Ba2,
     LGD4, 52% from Ba2, LGD4, 68%

The credit facility is not guaranteed by IPG's subsidiaries and
ranks pari passu with other senior unsecured indebtedness of the
company.  The amendment provides additional EBITDA cushion to
facilitate covenant compliance and maintain continued access to
the revolver.  Moody's anticipates that IPG will not have
difficulty remaining in compliance with the credit agreement
financial covenants, which include a minimum interest coverage
covenant, a maximum leverage covenant and a minimum consolidated
LTM EBITDA requirement.  The moderate increase in pricing will not
have a material impact on the company's cash flows and credit
metrics as Moody's do not anticipate the company will be reliant
on the revolver for liquidity as long as it sustains its large
cash balance which Moody's believes is likely for the near to
intermediate-term.

IPG also announced the commencement of an offer to purchase for
cash up to 370,000 shares of its outstanding 5.25% Series B
Cumulative Convertible Perpetual Preferred Stock.  IPG has
approximately $525 million of preferred stock outstanding.
Assuming IPG accepts the full 370,000 shares for which it is
tendering and that it pays the maximum purchase price, the company
will spend a maximum amount of $400 million to repurchase the
stock (including accrued dividend payments).  Moody's expects the
tender offer will be funded with cash on hand, which stood at
$1.9 billion at 3/31/2010.  Notably, the transaction will have a
positive impact on the company's debt to EBITDA leverage ratio if
fully funded with cash, despite the fact that Moody's includes
only 50% of this issue in credit ratio calculations.  In Moody's
opinion, the credit facility amendment and the preferred stock
repurchase, demonstrate IPG's commitment to improving its
financial flexibility by de-levering its balance sheet and
maintaining a goal of regaining its investment grade status.
Moody's notes that further deleveraging provides incremental
support to Moody's positive outlook and IPG's recently upgraded
CFR.

The last rating action was on March 12, 2010, when Moody's
upgraded IPG's CFR to Ba2.

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

The Interpublic Group of Companies, Inc., with its headquarters in
New York is among the world's largest advertising, marketing and
corporate communications holding companies in the world.  Revenues
and EBITDA (incorporating Moody's standard adjustments) for 2009
were $6 billion and $932 million respectively.


INTERTAPE POLYMER: Posts $5.8 Million Net Loss for 1st Qtr 2010
---------------------------------------------------------------
Intertape Polymer Group Inc. released results for the first
quarter ended March 31, 2010.  All dollar amounts are US
denominated unless otherwise indicated.

First Quarter Highlights:

   * Sales increased 24.5% to $173.1 million
   * Strong top-line performance from both divisions
   * Continued strong contribution from new products
   * EBITDA of $8.0 million, up 19.4% from prior year

Net loss for the first quarter of 2010 was $5.8 million or $0.10
per share, both basic and diluted, compared to a loss of
$6.7 million or $0.11 per share, both basic and diluted, for the
same period last year.  Continued increases in raw material costs
combined with a lack of pricing power continued to impact gross
margins.  Higher selling, general and administrative expenses in a
number of categories, including a significant bad debt in the ECP
division further affected profitability.

"Intertape's sales increased markedly during the first quarter, a
result of the continued traction of our new high-margin products,
as well as from generally improved market conditions," said
Intertape's Chairman, Eric E. Baker.  "Our Engineered Coated
Products division was able to post an improvement in sales volume,
despite continued weakness in the construction and building
markets.  While we have experienced top line growth, our bottom
line continues to be affected primarily by high raw material costs
and an industry environment that has inhibited our pricing
ability.

First quarter sales of 2010 increased 24.5% to $173.1 million,
compared to $139.1 million for the first quarter of 2009 and up
7.7% sequentially from $160.8 million for the fourth quarter of
2009.  Sales for the quarter benefited from improved economic
conditions, new products, and channel and market development.  On
a year-over-year basis, sales for the Tapes and Films Division for
the first quarter of 2010 increased by 26.0% to $145.3 million
while sales for the ECP Division increased by 17.2% to
$27.8 million.  Selling prices for the first quarter of 2010 were
approximately equal to those for the first quarter of 2009 and
increased approximately 2% compared to the fourth quarter of 2009
due to product and channel mix.

Gross profit for the first quarter of 2010 totaled $19.6 million,
compared to $14.8 million a year ago, reflecting a $6.0 million
increase in the T&F Division and a $1.1 million decrease in the
ECP Division.  The gross margin increased to 11.3% in first
quarter of 2010 from 10.7% for the prior year.  Gross profit for
the first quarter of 2010 was higher primarily due to higher sales
volume which was partially offset by resin-based raw material
costs increasing more than selling prices.

SG&A expenses were $18.9 million for the first quarter of 2010,
$3.5 million higher than the $15.4 million for the first quarter
of 2009, mainly due to higher selling expenses associated to
improved sales volume as well as an increase in professional
services and bad debt expenses.  Sequentially, SG&A expenses
declined $1.1 million over the fourth quarter of 2009 due to the
non-recurrence of certain costs that were referenced in the fourth
quarter results.

EBITDA for the first quarter of 2010 was $8.0 million compared
to $6.7 million for each of the first and fourth quarters of
2009 respectively.  EBITDA for the first quarter was higher
sequentially from the fourth quarter of 2009 primarily due to
lower SG&A expenses and a $1.1 million charge in the fourth
quarter of 2009 for the closure of the Hawkesbury, Ontario
facility partially offset by lower gross profit.

The Company generated cash flows from operating activities before
changes in working capital items for the first quarter of
$4.8 million compared to $1.4 million in the first quarter last
year. Cash flows from operating activities decreased in the first
quarter of 2010 by $13.6 million to negative $1.6 million from
positive $11.9 million in the first quarter a year ago.  In the
first quarter of 2010, changes in working capital items resulted
in a net use of funds of $6.5 million. Reflecting higher sales
during the first quarter of 2010, trade and other receivables
increased by $10.4 million and inventories by $9.1 million,
respectively.  These amounts were partially offset by the
$12.6 million increase in accounts payable and accrued
liabilities.

The continued efforts to better manage the balance sheet through
the first quarter are well reflected in Days Sales Outstanding and
Days Inventory when compared with last year declined from 46 days
to 43 days and from 61 days to 49 days, respectively.

                             Outlook

"Our first quarter results set the stage for an improving 2010.
Sales rebounded nicely on the strength of our product offerings
and signs of recovery in the general economy.  In the second
quarter, we expect sales and EBITDA to increase over the first
quarter," said Intertape's Executive Director, Melbourne F. Yull.
"We are encouraged by recent data on U.S. housing starts and
building permits which signal the start of a recovery in the
construction and building industry.

"Moreover, our margins should start to return to more normalized
levels as we enter the third quarter due to anticipated decreases
in raw material input costs, and announced selling price
increases.  Traditionally 60-90 days are required to fully benefit
from these actions as the effects work through our operations.  In
addition, we expect to realize some of the savings from our
expense reduction program, which is now tracking beyond the
original 2010 estimate of $12.5 million. The full positive impact
of these combined initiatives will be felt in the latter half of
this year," concluded Mr. Yull.

A full-text copy of the company's Form 6-K is available for free
at http://ResearchArchives.com/t/s?617f

                 About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where S&P placed them on March 23, 2009.  The outlook is negative.


JAMES ROTH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: James Marvin Roth
        3989 Ocean Front Walk
        San Diego, CA 92109

Bankruptcy Case No.: 10-07659

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: K. Todd Curry, Esq.
                  Curry & Associates
                  525 B Street, Suite 1500
                  San Diego, CA 92101
                  Tel: (619) 238-0004
                  Fax: (619) 238-0006
                  E-mail: tcurry@currylegal.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 creditors together with its
petition.

The petition was signed by the Debtor.


JAY MOSKOWITZ: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Jay P. Moskowitz
               Nadine K. Baddour
               5655 Cross Gate Drive NW
               Atlanta, GA 30327

Bankruptcy Case No.: 10-73348

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Evan M. Altman, Esq.
                  Bldg. 2 - Northridge 400
                  8325 Dunwoody Place
                  Atlanta, GA 30350
                  Tel: (770) 394-6466
                  E-mail: evan.altman@laslawgroup.com

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

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

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

The petition was signed by the Joint Debtors.


JEFFERSON RD.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jefferson Rd., LLC
        1040 Arbor Trace
        Atlanta, GA 30319

Bankruptcy Case No.: 10-73245

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Ian M. Falcone, Esq.
                  The Falcone Law Firm PC
                  363 Lawrence Street
                  Marietta, GA 30060
                  Tel: (770) 426-9359
                  E-mail: attorneys@falconefirm.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb10-73245.pdf

The petition was signed by William B. Weatherford, manager.


KEYSTONE TEMPORARY: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Keystone Temporary Assignment Group, Inc.
        1 Mid Rivers Mall Drive, Suite 280
        Saint Peters, MO 63376

Bankruptcy Case No.: 10-44904

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: A. Thomas DeWoskin, Esq.
                  Danna McKitrick, PC
                  7701 Forsyth, Suite 800
                  St. Louis, MO 63105
                  Tel: (314) 726-1000
                  E-mail: edmoecf@dmfirm.com

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

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

A copy of the Company's list of 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/moeb10-44904.pdf

The petition was signed by A. Patrick Queensen and/or Kenneth G.
Amsinger, president and/or secretary.


K.N. TURF: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: K.N. Turf, Inc. and K.N. Turf, Inc.
        as successor to R.K. Turf, Inc. by merger
          dba Rock Creek Growers
        P.O. Box 568
        Kimberly, ID 83341-0568

Bankruptcy Case No.: 10-40758

Chapter 11 Petition Date: May 3, 2010

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

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  E-mail: btr@idlawfirm.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/idb10-40758.pdf

The petition was signed by Randy Anderson, president.


LANDMARK VALLEY: Wants Case Converted to Chapter 7 Liquidation
--------------------------------------------------------------
Landmark Valley Homes, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Texas to convert its reorganization case
to one under Chapter 7.

The Debtor is represented by:

     Kurt Stephen, Esq.
     Cardenas, Whitis & Stephen, L.L.P.
     100 South Bicentennial
     McAllen, TX 78501
     Tel: (956) 631-3381
     Fax: (956) 687-5542

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. S.D. Tex. Case No. 10-70013).  The
Company has assets of $34,119,790, and total debts of $19,484,476.


LEGACY AT JORDAN: Section 341(a) Meeting Scheduled for May 25
-------------------------------------------------------------
The U.S. Trustee for the Eastern District of North Carolina will
convene a meeting of The Legacy at Jordan Lake, LLC's creditors on
May 25, 2010, at 10:00 a.m.  The meeting will be held at the USBA
Creditors Meeting Room, Two Hannover Square, Room 610, 434
Fayetteville Street Mall, Raleigh, NC 27601.

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.

Headquartered in Apex, North Carolina, The Legacy at Jordan Lake,
LLC, filed for Chapter 11 bankruptcy protection on April 27, 2010
(Bankr. E.D. N.C. Case No. 10-03317).  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


LEHMAN BROTHERS: LBI Trustee Charged $12,600 to Review Sale
-----------------------------------------------------------
Carla Main at Bloomberg News reports that -- in the trial 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 -- Barclays lawyers pointed out that James Giddens, the
trustee for Lehman's brokerage unit, reviewed the terms of the
sale and charged $12,600 for the review.

According to the report, counsel to Barclays, David Boies, of New
York-based Boies Schiller & Flexner LLP, noted that one of the
documents reviewed and signed by Mr. Giddens, the trustee to
Lehman Brothers Inc., was a clarification letter detailing assets
Barclays would get when it bought the defunct brokerage in
September 2008.  Mr. Giddens charged $787.50 an hour for 16 hours
of work on Saturday, Sept. 20, 2008.  The work included reviews of
revisions to the asset purchase agreement following negotiations,
Mr. Boies said, reading from the fee request.

Meanwhile, James Seery, the former head of the fixed-income loan
business for LBHI, testified at the trial that it was no secret
that Barclays was getting a discount given the volatility of the
market and the difficulty in pricing securities at the time.

                       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: LBI Trustee Has Closing Deals with 3 Banks
-----------------------------------------------------------
James W. Giddens, trustee for Lehman Brothers, Inc., entered into
separate stipulations in connection with closing of certain
transactions with these parties:

* CoBank Agricultural Credit Bank
* National Bank Financial Inc.
* Swedbank AB (Publ)

Before the Petition Date, LBI and CoBank entered into a
transaction for the sale of certain private placement securities
to CoBank.  Similarly, LBI and National Bank entered into
securities lending transactions under a Master Securities Loan
Agreement.  On the Petition Date, all outstanding loans were duly
terminated by National Bank.  Swedbank entered into a foreign
exchange transaction with LBI.

The LBI Trustee and Banks desire to closeout the Transactions and
Loans and take certain other actions related to the closeout.

The LBI Trustee has determined, in consultation with his
professional advisors including Deloitte & Touche LLP, that it
would be in the best interests of the LBI Estate, its customers
and creditors that the outstanding Transactions and Loans be
closed out subject to the payment to the Trustee of:

  (A) $28,470,600 with respect to CoBank; and

  (B) (i) these securities:(a) Government of Canada, 5.75%,
      June 1, 2029, Quantity: 11,862,000, CUSIP 135087WL4; and
      (b) Province of British Columbia, 4.7%, December 18, 2012,
      Quantity: 5,400,000, CUSIP 110709FN7; and

      (ii) the U.S. Dollar equivalent, based on National Bank of
       Canada's Noon spot rate on the business day immediately
       preceding payment of the sum of C$ $1,330,094, which
       represents interest accrued and paid on the securities
       from September 15, 2008 through December 31, 2009.

  (C) $23,010,665 with respect to Swedbank.

The terms of the Stipulations are:

  (1) CoBank agrees to pay the LBI Trustee the Closeout Amount
      and National Bank agrees to pay the LBI Trustee the cash
      portion of the Termination Amount in immediately available
      funds to:

      Union Bank, N.A.
      ABA No. 1220000196
      A/C No. 3713096431 TRUSDG
      James W. Giddens, Trustee, LBI Funds Account,
      Account No. 6711860101

      National Bank agrees to deliver the securities portion of
      the Termination Amount immediately to:

      Fed Wireable Securities

      Union Bank, N.A.
      ABA NO. 122000496
      Union Bank/TRUST
      Ref: A/C #6711860101
      James W. Giddens

      DTC Eligible Securities
      Union Bank, N.A.
      Depository Trust Participant Account 2145
      Ref: 6711860101
      James W. Giddens

      Swedbank agrees to pay the Trustee the Closeout Amount in
      immediately available funds to:

      Union Bank, N.A.
      ABA No. 1220000496
      A/C No. 3713096431 TRUSDG
      James W. Giddens, Trustee, LBI Funds Account,
      Account No. 6711860101

  (2) Upon receipt by the LBI Trustee of the Closeout Amounts
      and Termination Amount, the Transactions and Loans will be
      fully and finally closed without the need for any further
      Court approval or other action by the Parties.

The Court approved the stipulations entered with CoBank and
National Bank.

                       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: LBI Trustee Wants City-YUWA as Special Counsel
---------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., seeks court
approval to employ City-Yuwa Partners as his special counsel
effective August 10, 2009.

Mr. Giddens seeks the services of Tokyo-based City-Yuwa in
connection with the settlement of debit and credit obligations
between LBI and Lehman Brothers Japan Inc., the recovery of debts
owed by LBJ, among other things.

City-Yuwa will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The hourly rates and the
firm's professionals who are tasked to provide the services are:

  Professionals            Hourly Rates
  -------------            ------------
  Masaaki Sawano              JPY50,000
  Kiyoshi Asada               JPY33,000
  Rei Funabashi               JPY15,000

The rates may be subject to adjustment on January 1, 2011,
according to Mr. Giddens, who also requests that fees and
expenses incurred by the firm be paid as administrative expenses
of LBI's estate.

In a declaration, Mr. Sawano, Esq., at City-Yuwa, assures the
Court that his firm does not have connection with or interest in
LBI and that it does not have interest adverse to LBI's creditors
and stockholders.

                       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: LBI Trustee Wants Removal Period Until Dec. 8
--------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., asks the U.S.
Bankruptcy Court for the Southern District of New York to give
him until December 8, 2010, to file notices of removal of civil
cases involving LBI.  The current deadline is set to expire on
June 11, 2010.

Daniel Lubell, Esq., at Hughes Hubbard & Reed LLP, in New York,
says analysis of the cases involving LBI requires review of the
facts and the procedural posture of each case, and involves
coordination with the separate counsel who represented LBI in
connection with those cases.

Without an extension of the deadline, Mr. Lubell says, the
trustee risks "making premature removal decisions or waiving
these rights before he has had an opportunity to complete an
evaluation of these issues."

The Court will consider the proposed extension at the May 12,
2010 hearing.  Deadline for filing objections is May 7, 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 Sutherland as Tax Counsel
---------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ Sutherland Asbill & Brennan LLP as
special tax counsel effective April 1, 2010.

As special tax counsel, Sutherland will be tasked to provide
services with respect to two audits conducted by the Internal
Revenue Service of the Debtors for the 2001-2005 and 2006-2007
tax years; the Debtors' claim to a refund of taxes for the 1997-
2000 tax years; claims filed by the State of New York and the
City of New York, and other tax-related issues.

In return for its services, Sutherland will be paid on an hourly
basis and will be reimbursed for its expenses.  The firm's hourly
rate ranges from $400 to $900 for partners, $240 to $680 for
associates and counsel, and $140 to $400 for paraprofessionals.

In a declaration, Jerome Libin, Esq., a partner at Sutherland,
assures the Court that neither the firm nor any of its attorneys
holds or represents interest adverse to the Debtors' estate.

                       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)


LENOX CONDOMINIUM: Court OKs Robinson Brog as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized The Lenox Condominium LLC
to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C. as
counsel under a general retainer.

The firm will represent the Debtor in the Chapter 11 proceedings.

A. Mitchell Greene, a member of firm, assures the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Robinson Brog Leinwand Greene Genovese & Gluck P.C.
     1345 Avenue of the Americas, 31st Floor
     New York, NY 10105
     Tel: (212) 586-4050

New York-based The Lenox Condominium LLC filed for Chapter 11
bankruptcy protection on March 17, 2010 (Bankr. S.D.N.Y. Case No.
10-11391).  Robert R. Leinwand, Esq., at Robinson Brog Leinwand
Greene Genovese & Gluck P.C., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


LINGO MEDIA: Posts Lower Net Loss of C$2.6 Million Loss in 2009
---------------------------------------------------------------
Lingo Media Corporation filed on May 5, 2010, its annual report on
Form 20-F, showing a net loss of C$2,591,852 on C$1,466,696 of
revenue for 2009, compared with a net loss of C$3,882,843 on
C$969,128 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
C$5,703,152 in assets, C$1,288,110 of liabilities, and C$4,415,042
of stockholders' equity.

"The Company has incurred significant losses over the years and
has an accumulated deficit as at December 31, 2009.  This raises
significant doubt about the Company's ability to continue as a
going concern.  The ability of the Company to continue as a going
concern is dependent upon raising additional financing through
share issuance, borrowing, sales agreements and distribution
agreements.  There are no assurances that the Company will be
successful in achieving these goals."

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

               http://researcharchives.com/t/s?616f

A full-text copy of the financial statements is available for free
at http://researcharchives.com/t/s?616e

Based in Toronto, Canada, Lingo Media Corporation is a diversified
online and print-based education products and services corporation
focused on English language learning on an international scale
through Lingo Learning Inc., a print-based publisher of ELL
programs in China, Speak2Me Inc., a free-to-consumer online ELL
community and Parlo Corporation, a fee-based language training and
assessment platform.


LIQUIDATION OUTLET: To Close Dollar Stores in 2 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."

                     About Liquidation Outlet

Lakewood, Washington-based Liquidation Outlet, Inc., filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D.
Wash. Case No. 10-42279).  Benjamin J. Riley, Esq., at Brian L
Budsberg PLLC, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $16,053,250,
and total debts of $7,434,413.


LOS ANGELES, CA: Faces Bankruptcy "Between Now and 2014"
--------------------------------------------------------
Richard Riordan and Alexander Rubalcava at The Wall Street
Journal's Opinion Journal said Wednesday the city of Los Angeles,
in California -- between now and 2014 -- will likely declare
bankruptcy.

Mr. Riordan is a former mayor of Los Angeles.  Mr. Rubalcava is
the president of Rubalcava Capital Management, an investment
advisory firm.

Messrs. Mr. Riordan and Mr. Rubalcava pointed out that, according
to the city's own forecasts, in the next four years annual pension
and post-retirement health-care costs will increase by about $2.5
billion if no action is taken by the city government.  Messrs. Mr.
Riordan and Mr. Rubalcava said Mayor Antonio Villaraigosa and the
City Council have been either unable or unwilling to face the
crisis.  Even if Mr. Villaraigosa were to enact drastic pension
reform today -- which he shows no signs of doing -- the city would
only save a few hundred million per year, Messrs. Mr. Riordan and
Mr. Rubalcava said.

"Los Angeles's fiscal woes can be traced to two numbers: 8% and
5,000. Eight percent has been the projected annual rate of return
on the assets in Los Angeles pension funds. Four years ago, we
strenuously warned Mr. Villaraigosa of the dangers behind the myth
of that 8%, only to be told by the city controller's office that
our warnings were 'based on faulty assumptions which are largely
disputed,'" Messrs. Mr. Riordan and Mr. Rubalcava said.

"Five thousand is the number of employees added to the city's
payroll during Mr. Villaraigosa's first term as mayor.  According
to California's Economic Development Department, when Mr.
Villaraigosa took office there were 4.73 million jobs in Los
Angeles and 252,000 unemployed people.  Today, there are just 4.19
million jobs in Los Angeles and over 632,000 unemployed people,"
Messrs. Mr. Riordan and Mr. Rubalcava wrote.

According to Messrs. Mr. Riordan and Mr. Rubalcava, "the mayor
can't control the economy, but he could have chosen to control
spending to keep the size of government proportional to the size
of the local economy. Instead he's done the opposite: squeezing
the city's productive workers to fund the salaries, pensions and
other benefits of government workers."


LRL CITI: Trustee Seeks Info on CitiApartments Debtors' Counsel
---------------------------------------------------------------
Citing interdebtor claims among parties in the Chapter 11 cases of
four affiliates of CitiApartments Inc., the U.S. trustee has asked
for more information from prospective counsel MacConaghy & Barnier
PLC about its ability to impartially run the case, according to
Bankruptcy Law360.  Acting U.S. Trustee Sara L. Kistler lodged
Tuesday her objection in the U.S. Bankruptcy Court for the
Northern District of California, Law360 says.

San Francisco, California-based LRL Citi Properties I DE, LLC,
filed for Chapter 11 bankruptcy protection on February 8, 2010
(Bankr. N.D. Calif. Case No. 10-30414).  M. Elaine Hammond, Esq.,
at Friedman, Dumas and Springwater, assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

The Debtor's affiliates -- Trophy Properties I DE, LLC; Sutter
Associates DE, LLC; Hermann Street DE, LLC -- filed separate
Chapter 11 petitions.

Four companies affiliated with CitiApartments, a major San
Francisco landlord, and its owners, the Lembi family, filed for
chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D.
Calif. Case No. 10-30414):

     -- LRL Citi Properties I DE, LLC
     -- Trophy Properties I DE, LLC Affiliate
     -- Sutter Associates DE, LLC Affiliate
     -- Hermann Street DE, LLC


MAGNOLIA CAPITAL: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Magnolia Capital, LLC
        2100 Nasa Parkway
        Seabrook, TX 77586

Bankruptcy Case No.: 10-80270

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers & Anderson, PLLC
                  1415 North Loop West
                  Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: barbaramrogers@swbell.net

Scheduled Assets: $1,799,985

Scheduled Debts: $1,378,200

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Windstorm Plus            Goods and Services     $4,500
Engineering
P.O. Box 1026
Bacliff, TX 77518

The petition was signed by James D. Butcher, managing member.


MARK ALLEN WYNNE: Taps William Kingman as Bankruptcy Counsel
------------------------------------------------------------
Mark Allen Wyne, et al., ask the U.S. Bankruptcy Court for the
Western District of Texas for permission to employ The Law Offices
of William B. Kingman, P.C., as counsel.

The firm will, among other things:

   -- counsel the Debtor in matters relating to the administration
      of the Bankruptcy Estate;

   -- represent the Debtor in negotiations with various creditors,
      including Debtor's secured creditors, and lessors, making
      court appearances and appearances before the U.S. Trustee on
      behalf of Debtor; and

   -- assist in the preparation of the Debtor's Plan and
      Disclosure Statement.

William B. Kingman, a shareholder and president of the firm, tells
the Court that WBK was paid $825 (which does not include the
$1039 filing fee for the bankruptcy) for services rendered to the
Debtor prior to the bankruptcy filing.  Further, WBK, P.C., has
received a retainer of $19,175 from Debtor for services to be
rendered in the bankruptcy proceeding, the retainer to be held "in
trust" pending Court approval of Debtor's counsel's fees and
expenses.

Mr. Kingman adds that his hourly rate is $300 and the paralegals
rate is $85.

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

Mr. Kingman can be reached at:

     Law Offices of William B. Kingman, P.C.
     4040 Broadway, Suite 450
     San Antonio, TX 78205
     Tel: (210) 829-1199
     Fax: (210) 821-1114

                      About Mark Allen Wynne

San Antonio, Texas-based Mark Allen Wynne filed for Chapter 11
bankruptcy protection on March 29, 2010 (Bankr. W.D. Texas Case
No. 10-51127).

These affiliates of the Debtor filed separate Chapter 11
petitions:

     -- Premier General Holdings, LTD (Case No. 10-50606) on
        February 19, 2010; and

     -- Premier General Holdings, LTD (Case No. 10-51005) on
        March 17, 2010


MARK RUSSELL: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Mark D. Russell
               Charmaine Jackson Russell
               10383 Lancashire Drive S.
               Jacksonville, FL 32219

Bankruptcy Case No.: 10-03787

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  E-mail: cmickler_32277@yahoo.com

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

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

According to the schedules, the Joint Debtors say that assets
total $1,880,807 while debts total $1,634,803.

A copy of the Joint Debtors' list of 11 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-03787.pdf

The petition was signed by the Joint Debtors.


MARKET STREET: Trustee Wants Case Dismissed for Bad Faith Filing
----------------------------------------------------------------
Burt E. Eisenberg, trustee for the Market Street Trust, asks the
U.S. Bankruptcy Court for the Eastern District of Louisiana to
dismiss the Chapter 11 case of Market Street Properties, LLC.

The trustee said that (i) the Debtor's petition was filed without
requisite authority; and (ii) the filing bears several indications
of bad faith filing.  The trustee said that the Debtor filed the
case in order to stave off a foreclosure action.

Oceanside, New York-based Market Street Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D.
La. Case No. 09-14172).  Christopher T. Caplinger, Esq., who has
an office in New Orleans, Louisiana, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


MARKET STREET: Wants Plan Exclusivity Until July 21
---------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana to extend its exclusive periods
to file and solicit acceptances for the proposed plan of
Reorganization until July 21, 2010, at October 19, 2010,
respectively.

The Debtor needs additional time to prepare adequate information
necessary to file a Plan and Disclosure Statement.

Oceanside, New York-based Market Street Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D.
La. Case No. 09-14172).  Christopher T. Caplinger, Esq., who has
an office in New Orleans, Louisiana, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


MERIDIAN AUTOMOTIVE: PBGC Assumes Underfund Pension Plans
---------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for two underfunded pension plans covering over
1,300 former employees and retirees of bankrupt Meridian
Automotive Systems Inc., a manufacturer of automobile and truck
parts based in Grand Rapids, Mich.

The PBGC stepped in because the pension plans faced abandonment as
the company, liquidating in bankruptcy, would leave no entity to
finance or administer the plans.  Retirees under the plans will
continue to receive their monthly benefit payments without
interruption, and other workers will receive their pensions when
they are eligible to retire.

Together, the Pension Plan for Bargaining Unit Employees at
Jackson, Ohio, and the Retirement Plan for Hourly-Rated Employees
at Centralia, Ill., are 59% funded, with $18.1 million in assets
and $30.7 million in benefit liabilities, according to PBGC
estimates.  The agency expects to cover the entire $12.6 million
shortfall, and will take over the assets and use insurance funds
to pay guaranteed benefits earned under the plans, which
terminated as of August 7, 2009.  The PBGC became trustee of the
plans on April 27, 2010.

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

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

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

Assumption of the plans' unfunded liabilities will increase the
PBGC's claims by $12.6 million and was not previously included in
the agency's fiscal year 2009 financial statements.

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


MERIDIAN RESOURCE: Sets Shareholders Reconvened Meeting on May 10
-----------------------------------------------------------------
As previously disclosed, on April 28, 2010, The Meridian Resource
Corporation adjourned its special meeting of shareholders
regarding the adoption of the definitive merger agreement with
Alta Mesa Holdings, LP.

The special meeting of shareholders will be reconvened on Monday,
May 10, 2010, at 3:00 p.m. Central Time at Fulbright Tower, 1301
McKinney, Houston, Texas.  The record date for shareholders
entitled to vote at the meeting remains February 8, 2010.  Only
holders of record of our common stock on that date are entitled to
vote at the reconvened special meeting.

Meridian's board of directors unanimously recommends that our
shareholders vote "FOR" adoption of the merger agreement, as
amended.

Shareholders are encouraged to read Meridian's definitive proxy
materials in their entirety as they provide, among other things, a
detailed discussion of the process that led to the proposed merger
and the reasons behind the Board of Directors' unanimous
recommendation that shareholders vote "FOR" the proposal to adopt
the merger agreement.

The adoption of the merger agreement, as amended, requires the
affirmative vote of the holders of at least two-thirds of the
outstanding shares of common stock entitled to vote. A failure to
vote will have the same effect as a vote "AGAINST" the adoption of
the merger agreement, as amended.


MICHAEL CRAWFORD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael Wayne Crawford
          aka Michael W. Crawford
        13171 Quade Lane
        Woodbridge, VA 22193

Bankruptcy Case No.: 10-13604

Chapter 11 Petition Date: May 3, 2010

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

Judge: Robert G. Mayer

Debtor's Counsel: Raymond Pring Jr., Esq.
                  Law Office of Raymond R. Pring, Jr.
                  9431 Main Street
                  Manassas, VA 20110
                  Tel: (703) 366-3920
                  Fax: (703) 842-8212
                  E-mail: rpring@pringlaw.com

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

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb10-13604.pdf

The petition was signed by the Debtor.


MICHIGAN BIODIESEL: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Michigan BioDiesel, LLC
        700 Industrial Parkway
        Bangor, MI 49013

Bankruptcy Case No.: 10-05786

Chapter 11 Petition Date: May 2, 2010

Court: U.S. Bankruptcy Court
Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Jerome D. Frank, Esq.
                  Frank & Frank PC
                  30833 Northwestern Highway, Suite 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440
                  E-mail: frankandfrank@comcast.net

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

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

A copy of the Company's list of 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/miwb10-05786.pdf

The petition was signed by John Oakley, manager.


MIT HOLDINGS: Independent Auditor Raises Going Concern Doubt
------------------------------------------------------------
MIT Holdings, Inc., filed on May 3, 2010, its annual report on
Form 10-K/A for the fiscal year ended December 31, 2009.

Michael T. Studer CPA P.C., in Freeport, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditor noted of the Company's
inability to achieve sufficient collections on its revenues.  "The
lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially curtail
or cease operations and would, therefore, have a material adverse
effect on its business."

The Company's balance sheet as of December 31, 2009, showed
$1,103,209 in assets and $3,450,230 of liabilities, for a
stockholders' deficit of $2,347,021.

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

               http://researcharchives.com/t/s?6172

Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD.OB) --
http://www.mitholdinginc.com/-- through its wholly-owned
subsidiaries, distributes wholesale pharmaceuticals, administers
intravenous infusions, operates an ambulatory center where
therapies are administered and sells and rents home medical
equipment.


MOWRY & ASSOCIATES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mowry & Associates, L.L.C.
        3700 Dallas Highway
        Marietta, GA 30064-5900

Bankruptcy Case No.: 10-73023

Chapter 11 Petition Date: May 3, 2010

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

Judge: James Massey

Debtor's Counsel: Leon S. Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: ljones@joneswalden.com

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

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

A copy of the Company's list of 2 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb10-73023.pdf

The petition was signed by Wayne Mowry, managing member.


MYLAN INC: Moody's Assigns 'B1' Rating on New Senior Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new senior
unsecured notes of Mylan Inc.  At the same time, Moody's affirmed
Mylan's Ba3 Corporate Family Rating and Ba3 Probability of Default
Rating.  In addition Moody's upgraded Mylan's senior secured bank
ratings to Ba1 from Ba2 reflecting the new capital structure mix
containing less secured debt and more unsecured debt.  Following
these rating actions, Mylan's rating outlook remains positive.

Proceeds of the senior unsecured note offering are expected to be
used for the repayment of bank debt.  The B1 rating on the senior
unsecured notes reflects their junior position in Mylan's capital
structure relative to approximately $2.56 billion of senior
secured bank debt estimated to remain outstanding after the note
offering.  The upgrade of the senior secured bank credit
facilities reflects the presence of additional junior debt in the
capital structure.

Mylan's Ba3 Corporate Family Rating continues to reflect good size
and scale as the #3 player in the global generics pharmaceutical
industry, and its improving cash flow profile.  The rating also
reflects higher financial leverage than peers, with several key
financial ratios in the "Ba" and "B" ranges of Moody's Global
Pharmaceutical Rating Methodology.  Based on Moody's adjustments,
Mylan's Debt/EBITDA stood at 4.3 times as of March 31, 2010.

An upgrade could occur if Moody's believes Mylan can comfortably
sustain key cash flow to debt ratios at the mid to upper ends of
Moody's "Ba" ranges for pharmaceutical companies.  These ranges
include Debt/EBITDA of 2.5x to 3.75x and FCF/Debt of 7.5% to 15%.
Conversely, a ratings downgrade is possible if Mylan pursues debt-
financed acquisitions resulting in Debt/EBITDA above 5 times.

Ratings affirmed:

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

Ratings assigned:

* B1 (LGD5, 80%) senior unsecured notes due 2017
* B1 (LGD5, 80%) senior unsecured notes due 2020

Ratings upgraded:

* Senior sec. revolving credit facility of $750 million due 2013
  to Ba1 (LGD2, 25%) from Ba2 (LGD3, 37%)

* Senior sec. Term Loan A due 2013 to Ba1 (LGD2, 25%) from Ba2
  (LGD3, 37%)

* Senior sec. Term Loan B due 2014 to Ba1 (LGD2, 25%) from Ba2
  (LGD3, 37%)

Moody's does not rate Mylan's convertible notes of $600 million
due 2012, the $575 million convertible notes due 2015, or the
mandatory convertible preferred stock due 2010.

Moody's last rating action on Mylan took place on March 4, 2010,
when Moody's upgraded Mylan's ratings (Corporate Family Rating to
Ba3 from B1) while maintaining a positive rating outlook.

Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a
specialty pharmaceutical company.  In 2009 Mylan reported total
revenues of approximately $5.1 billion.


MYUNG KANG: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Myung Hee Kang
               Nam Joong Kang
               5089 Hazel Ferguson Drive
               Fairfax, VA 22030

Bankruptcy Case No.: 10-13661

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Christopher S. Moffitt, Esq.
                  218 North Lee St. 3rd Floor
                  Alexandria, VA 22314-2631
                  Tel: (703)683-0075
                  Fax: (703) 997-8430
                  E-mail: moffittlawoffices@gmail.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/vaeb10-13661.pdf

The petition was signed by Myung Hee Kang and Nam Joong Kang.


NAVJOT LLC: Section 341(a) Meeting Scheduled for May 21
-------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Navjot,
LLC's creditors on May 21, 2010, at 2:30 p.m.  The meeting will be
held at Office of the U.S. Trustee, 777 Sonoma Avenue #116, Santa
Rosa, CA 95404.

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.

San Rafael, California-based Navjot, LLC, filed for Chapter 11
bankruptcy protection on April 27, 2010 (Bankr. N.D. Calif. Case
No. 10-11533).  David N. Chandler, Esq., at the Law Offices of
David N. Chandler, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


NEWLOOK INDUSTRIES: Gets Temporary Management Cease Trade Order
---------------------------------------------------------------
Newlook Industries Corp. disclosed that the Ontario Securities
Commission has issued a temporary management cease trade order as
requested by the Company as it did not file its annual financial
statements and management, discussion and analysis ("MD&A") for
the year ending December 31, 2009, on or before the prescribed
deadline of April 30, 2010.

As announced on April 28, 2010, Newlook had requested that a MCTO
be imposed rather than a general cease trade order in respect of
the late filings in an application to securities regulators
submitted under National Policy 12-203.  Pursuant to NP 12-203,
the MCTO was issued to the Company's Chief Executive Officer and
Chief Financial Officer, thereby temporarily prohibiting them from
trading in the securities of the Company.  Under the terms of the
MCTO, Newlook shall provide bi-weekly status reports in the form
of news releases as long as it remains in default of the
requirements to file its financial statements and MD&A within the
prescribed period of time.

Newlook wishes to announce that Jason Moretto has recently been
appointed Chief Financial Officer of the Company.  Additionally,
Newlook has accepted the resignation of Roland Austrup, Director.
The Company intends to announce the appointment of a new
independent director to its board shortly.

Newlook Industries Corp., headquartered in King City, Ontario is a
publicly traded company listed on the TSX Venture Exchange.


NJZ ENTERRPISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: NJZ Enterprises, Inc.
        14340 Biscayne Boulevard
        North Miami, FL 33181

Bankruptcy Case No.: 10-21999

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Boulevard #T-3
                  North Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

According to the schedules, the Company says that assets total
$1,232,000 while debts total $2,289,000.

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

The petition was signed by Francis Jacob, vice president.


NORTHERNSTAR NATURAL: Files for Chapter 7 Liquidation
-----------------------------------------------------
The Associated Press reports that NorthernStar Natural Gas Inc.
together with its subsidiaries filed for Chapter 7 bankruptcy
protection.  NorthernStar, a port developer in Oregon, halted
development of a liquefied natural gas port near the mount of
Columbia River in Oregon.


OMNICARE INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded Omnicare Inc.'s Corporate
Family Rating to Ba3 from B1.  At the same time, Moody's assigned
a Baa3 rating to Omnicare's newly proposed $350 million secured
bank revolver and Ba2 to its proposed $300 million senior
subordinated notes.  In addition, with the expected change in the
company's capital structure, Moody's raised the ratings on
existing senior subordinated notes to Ba2 from B1, the convertible
senior notes to B1 from B3 and the preferred ratings to B2 from
B3.  These debt ratings are subject to change pending final terms
and documentation.  Moody's also changed its speculative liquidity
rating to SGL-1 from SGL-2.  Following these actions, the rating
outlook is stable.

Moody's understands that the new secured revolver will replace an
existing $800 million unsecured revolver, which matures in July
2010.  Proceeds from the bond offering will be used to refinance a
portion of existing senior subordinated notes and for general
corporate purposes, including the funding of share buybacks under
a recently authorized $200 million share repurchase program.

The upgrade of Omnicare's CFR to Ba3 reflects recent repayment of
debt and improved EBITDA levels, as well as Moody's expectation
that the company will continue to deleverage.  The rating action
also incorporates Moody's view that Omnicare will sustain credit
metrics in at least the mid-"Ba2" range - even after working
capital benefits moderate - which should help to offset ongoing
reimbursement uncertainties, a key risk factor facing the company.

The stable outlook reflects Moody's expectation that the recently
legislated change in Federal Upper Limit rates, scheduled to be
implemented in October of this year, will not materially affect
contractual terms and profitability.

In addition to the more immediate change in FUL rates, Moody's
believe there is ongoing potential for higher pricing pressure
from various payors, including managed care companies that
contract with Omnicare for Part D patients, accounting for about
50% of the company's revenues.  The Ba3 CFR also reflects
Omnicare's leading position as an institutional pharmacy within a
highly competitive market.

The change in the SGL rating is driven primarily by the
anticipated replacement of Omnicare's current revolver with a
multi-year facility, albeit at a significantly lower amount.

Moody's ratings actions are summarized below:

Ratings upgraded:

Omnicare, Inc.

* Corporate Family Rating to Ba3 from B1

* Probability of Default Rating to Ba3 from B1

* Existing senior subordinated notes to Ba2, LGD3, 33% from B1,
  LGD4, 54%

* Convertible senior notes to B1, LGD5, 75% from B3, LGD5, 82%

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

Omnicare Capital Trust I

* PIERS Trust Preferreds to B2, LGD6, 94% from B3, LGD6, 95%

Omnicare Capital Trust II

* PIERS Trust Preferreds to B2, LGD6, 94% from B3, LGD6, 95%

Ratings assigned:

Omnicare, Inc.

* New $350 million secured revolver at Baa3, LGD1, 7%

The last rating action for Omnicare was on April 16, 2008, when
the company's CFR was lowered to B1 from Ba3.

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

Omnicare, Inc., headquartered in Covington, Kentucky, is the
leading provider of institutional pharmacy services to the long
term care sector.


OMNICARE INC: S&P Changes Outlook on 'BB' Corporate to 'Stable'
---------------------------------------------------------------
In the previous version of this report published earlier, Standard
& Poor's Ratings Services' ratings on Omnicare's convertible
senior notes and subordinated debt were misstated.  S&P has
released this corrected version:

After a period of stable operating cash flow and improving
operations, Covington, Ky.-based Omnicare Inc. is refinancing some
of its existing debt with a new $350 million senior secured credit
facility and $300 million of subordinated notes.

S&P is revising its rating outlook on Omnicare to stable from
negative, and affirming its 'BB' corporate credit rating on the
company.

S&P is assigning its 'BBB-' senior secured debt rating and '1'
recovery rating to the company's proposed $350 million revolving
credit facility.

S&P is assigning its 'BB' subordinated debt rating and '3'
recovery rating to the company's proposed $300 million of new
subordinated notes.

In addition, S&P is revising its rating on the company's existing
senior subordinated notes to a '3' from '6', with an issue rating
of 'BB', after a significant reduction of senior secured debt.

S&P's recovery rating on the company's $977.5 million 3.25%
convertible senior unsecured debenture remains a '6', with an
issue rating of 'B+'.

Standard & Poor's Ratings Services said that it revised its rating
outlook on Omnicare Inc. to stable from negative, reflecting the
company's recently improved operating performance, reduction in
term debt, and operating cash flow stability over the past three
years, despite numerous operating surprises.  At the same time,
S&P affirmed its 'BB' corporate credit rating on the company.

S&P assigned its 'BBB-' senior secured debt rating and '1'
recovery rating, indicating its expectation for very high recovery
(90%-100%) in the event of default, to Omnicare's proposed
$350 million senior secured revolving credit facility maturing in
2015.  S&P also assigned its 'BB' subordinated debt rating and '3'
recovery rating, indicating its expectation for meaningful
recovery (50%-70%) in the event of default, to Omnicare's proposed
$300 million of new subordinated notes.  S&P raised its recovery
rating on the company's existing senior subordinated debt
issuances to '3' from '6', given the significant reduction of
senior term debt.  The '3' recovery rating reflects S&P's
expectation for meaningful recovery (50%-70%) in the event of a
default.  The debt rating on the senior unsecured debentures
remains 'B+', with a recovery rating of '6' indicating S&P's
expectation for negligible recovery (0%-10%) in the event of a
default.


OS&G ENTERPRISES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: OS&G Enterprises, Inc.
        2345 Ronald Regan Boulevard
        Cumming, GA 30041-6549

Bankruptcy Case No.: 10-22056

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: John C. Pennington, Esq.
                  John C. Pennington, P.C.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916
                  E-mail: jcppc@windstream.net

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

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

The petition was signed by Garry Stephen Osley II, CEO.

The list of largest unsecured creditors contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Arlington Capital, LLC             --                   $1,546,763
c/o Matthew P. Benson
Mahaffey Pickens Tucker LLC
1550 North Brown Road, Suite 125
Lawrenceville, GA 30043


P & A REALTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: P & A Realty Group, LLC
        21-79 Steinway Street
        Astoria, NY 11105

Bankruptcy Case No.: 10-44043

Chapter 11 Petition Date: May 4, 2010

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Gabriel Katzner, Esq.
                  Katzner Law Group PC
                  1040 Avenue of The Americas
                  Suite 1101
                  New York, NY 10018
                  Tel: (646) 736-7539
                  E-mail: gkatzner@yahoo.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 Emanuel Kambanis, member.


PAJAAMCO FAMILY: Wants Until June 3 to File Liquidating Plan
------------------------------------------------------------
PAJAAMCO Family Limited Partnership asks the U.S. Bankruptcy Court
for the Southern District of Texas to extend its exclusive periods
to file and solicit acceptances for the proposed liquidating plan
until June 3, 2010, and August 2, 2010, respectively.

The Debtor filed its request for an extension before the
exclusive periods was set to expire on May 4, 2010.

Pajaamco Family Limited Partnership has sought authorization from
the U.S. Bankruptcy Court for the Southern District of Texas

McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba
Pajamco Family Limited Partnership, filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case
No. 10-70010).  John Kurt Stephen, Esq., at Cardena Whitis and
Stephen, assists the Company in its restructuring effort.  The
Company has assets of $26,760,745, and total debts of $15,664,200.


PASADENA SELF-STORAGE: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Pasadena Self-Storage, Ltd.
        3030 Old Ranch Parkway
        Suite 190
        Seal Beach, CA 90740

Bankruptcy Case No.: 10-33790

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Patrick D. Devine, Esq.
                  5120 Woodway Dr.
                  Suite 8002
                  Houston, TX 77056
                  Tel: (832) 251-2722
                  Fax: (713) 965-9173
                  E-mail: pdevine@pdevinelaw.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/txsb10-33790.pdf

The petition was signed by David L. Davies, authorized agent.


PATRIOT HOMES: Wants Dismissal of Reorganization Case
-----------------------------------------------------
Patriot Homes, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Indiana to dismiss
their Chapter 11 cases.

The Debtors said that they have liquidated substantially all of
their assets during the Chapter 11 cases.  The proceeds of those
sales, however, have not been sufficient to satisfy the secured
claims of the Debtors' senior secured lenders.

The Debtors are represented by:

     Harley J. Goldstein
     Sven T. Nylen
     K&L Gates LLP
     70 West Madison Street, Suite 3100
     Chicago, Illinois 60602-4207
     Tel: (312) 372-1121
     Fax: (312) 827-8000

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Rebecca Hoyt Fisher, Esq., at Laderer & Fischer,
represents the official committee of unsecured creditors as
counsel.  In its schedules, Patriot Homes disclosed total assets
of $1,715,900 and total debts of $17,918,377.


PETER CAPONE: Creditors Have Until July 30 to File Proofs of Claim
------------------------------------------------------------------
The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the
Central District of California has established July 30, 2010, as
the last day for any individual or entity to file poofs of claim
against Peter Capone.

Santa Ynez, California-based Peter Capone filed for Chapter 11
bankruptcy protection on February 19, 2010 (Bankr. C.D. Calif.
Case No. 10-10782).  The Debtor estimated his assets and debts at
$10,000,001 to $50,000,000.


PETER LEVY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Peter A. Levy
        26 Canterbury Road
        Livingston, NJ 07039

Bankruptcy Case No.: 10-23793

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Jay L. Lubetkin, Esq.
                  Rabinowitz Lubetkin & Tully, LLC
                  293 Eisenhower Parkway, Suite 100
                  Livingston, NJ 07039
                  Tel: (973) 597-9100
                  Fax: (973) 597-9119
                  E-mail: jlubetkin@rltlawfirm.com

Scheduled Assets: $822,858

Scheduled Debts: $1,658,444

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb10-23793.pdf

The petition was signed by Peter A. Levy.


PIRIE SECOND FAMILY: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Pirie Second Family Limited Partnership
        4208 198th Street SW #104
        Lynnwood, WA 98036

Bankruptcy Case No.: 10-15117

Chapter 11 Petition Date: May 4, 2010

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

Judge: Samuel J. Steiner

Debtor's Counsel: Kevin T. Helenius, Esq.
                  40 Lake Bellevue Ste 100
                  Bellevue, WA 98005
                  Tel: (425) 450-7011
                  E-mail: efiling@kth-law.com

Scheduled Assets: $4,028,500

Scheduled Debts: $1,749,880

A list of the Company's 8 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb10-15117.pdf

The petition was signed by James Pirie, president/secretary of
managing general partner.


PM PROPERTIES NO. 2: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: PM Properties, No. 2 Of Tennessee, LP
        P.O. Box 4187
        Maryville, TN 37802

Bankruptcy Case No.: 10-32238

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Andrew N. Hall, Esq.
                  P.O. Box 345
                  Wartburg, TN 37887
                  Tel: (423) 346-7750
                  Fax: (423) 346-5676
                  E-mail: andrewnhall@yahoo.com

Scheduled Assets: $188,600

Scheduled Debts: $7,495,808

A list of the Company's 2 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tneb10-32238.pdf

The petition was signed by Mike Ross, managing partner.


PM PROPERTIES NO. 3: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: PM Properties No. 3, LP
        P.O. Box 4187
        Maryville, TN 37802

Bankruptcy Case No.: 10-32239

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Andrew N. Hall, Esq.
                  P.O. Box 345
                  Wartburg, TN 37887
                  Tel: (423)346-7750
                  Fax: (423) 346-5676
                  E-mail: andrewnhall@yahoo.com

Scheduled Assets: $290,800

Scheduled Debts: $7,461,474

A list of the Company's 2 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tneb10-32239.pdf

The petition was signed by Mike Ross, managing partner.


POLYDEX PHARMA: Posts $2.1 Million Net Loss in FY Ended Jan. 31
---------------------------------------------------------------
Polydex Pharmaceuticals Limited filed on May 3, 2010, its annual
report on Form 10-K, showing a net loss of $2,144,735 on
$4,481,174 of revenue for the year ended January 31, 2010,
compared with a net loss of $1,591,470 on $4,824,906 of revenue
for the year ended Jan. 31, 2009.

The Company's balance sheet as of January 31, 2010, showed
$5,747,689 in assets, $2,277,346 of liabilities, and $3,470,343 of
stockholders' equity.

Schwartz Levitsky Feldman LLP, in Toronto, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted of the Company's consolidated net
loss of $2,144,735 and realized a negative cash flow from
operating activities of $589,723.  "There is an accumulated
deficit of $21,515,449.  The Company, through its wholly-owned
subsidiary Dextran Products Limited, is also in violation of its
debt service loan covenant related to the bank term loan of
$332,280 (C$355,307), which has resulted in the reclassification
of this loan as a current liability as at January 31, 2010."

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

               http://researcharchives.com/t/s?6173

Based in Toronto, Canada, Polydex Pharmaceuticals Limited is
engaged in the research, development, manufacture and marketing of
biotechnology-based products for the human pharmaceutical market,
and also manufactures bulk pharmaceutical intermediates for the
worldwide veterinary pharmaceutical industry.  The Company focuses
on the manufacture and sale of Dextran and derivative products,
including Iron Dextran and Dextran Sulphate, and other specialty
chemicals.  Dextran, a generic name applied to certain synthetic
compounds formed by bacterial growth on sucrose, is a polymer or
giant molecule.  The name Polydex combines the words "polymer" and
"dextran."


PRIME GROUP: To Voluntarily Delist Shares From NY Stock Exchange
----------------------------------------------------------------
Prime Group Realty Trust delivered notice to the New York Stock
Exchange requesting to voluntarily delist its 9% Series B
Cumulative Redeemable Preferred Shares from the NYSE.

The Company intends to file Form 25 with the Securities and
Exchange Commission in approximately ten days to voluntarily
withdraw from listing with the NYSE and to withdraw from
registration under Section 12(b) of the Securities and Exchange
Act of 1934, as amended.  The Company anticipates that the Form 25
will be effective and the Series B Preferred Shares will be
delisted and cease trading on the NYSE approximately ten days
after the filing of the Form 25.  The Company also expects to
subsequently file a Form 15 with the SEC to deregister the Series
B Preferred Shares under Section 12(g) of Exchange Act, and to
suspend the reporting obligations of the Company under Section
13(a) of the Exchange Act.

These actions are consistent with the Company's previous
disclosures and its obligations under the Agreement and Plan of
Merger relating to the July 2005 acquisition and delisting of its
common shares, pursuant to which the Company agreed to file
reports under the Exchange Act for five years after the closing of
the Acquisition.  Upon filing Forms 25 and 15 with the SEC, the
Company will become a voluntary filer of its reports under the
Exchange Act through June 30, 2010 in accordance with its
obligations under the Merger Agreement.

After voluntarily delisting the Series B Preferred Shares from the
NYSE, the Company expects that the trading of the Series B
Preferred Shares will be reported on the OTCQB for so long as it
remains a voluntary filer and thereafter in the Pink Sheets with
Pink OTC Markets Inc.  The Company's Board of Trustees has
approved the delisting from the NYSE and deregistration of the
Series B Preferred Shares under the Exchange Act in order to save
significant costs associated with compliance with these regulatory
provisions.

In addition and as previously disclosed, in June 2008 the Company
instituted a retention and severance program for certain
employees, including four of the Company's officers who were named
executive officers in the Company's Form 10-K.  The Existing
Retention Plan was effective for a two-year period and accordingly
was scheduled to expire in June 2010. On April 30, 2010, the
Company instituted an updated retention plan that replaced and
extended the existing retention plan.  The revised retention
program was developed in consultation with FPL Associates, L.P., a
leading compensation consulting firm, who the Company engaged as
its independent compensation consultant.  The Company did not pay
annual bonuses to its employees for calendar year 2009 and only
paid partial bonuses to its employees for calendar year 2008 and
the retention plan was extended and replaced in an effort to
retain key personnel in light of the foregoing and in light of
other factors affecting the Company.

The Company filed a Form 8-K with the Securities and Exchange
Commission today further describing the foregoing matters.

                 About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company currently owns 7 office properties containing an aggregate
of roughly 3.2 million net rentable square feet and a joint
venture interest in one office property comprised of roughly
101,000 net rentable square feet.  The Company leases and manages
roughly 3.2 million square feet comprising all of its wholly owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.


QUESTEX MEDIA: Considers Conversion to Chapter 7
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Questex Media Group
Inc., which has sold its assets, is seeking a July 6 extension of
its exclusive period to file a Chapter 11 plan.

According to the report, Questex said it's considering "all
options" for concluding the Chapter 11 case begun in October,
including conversion to liquidation in Chapter 7, dismissal or
confirmation of a Chapter 11 plan.  Questex said it will use the
additional 60 days to "determine the appropriate strategy for
conducting an orderly wind-down."

A hearing on the exclusivity extension is scheduled for June 22.

                        About Questex Media

Questex Media Group in December completed the sale of the business
to first-lien lenders who bought the operation in exchange for
$120 million in secured debt and the assumption of $15 million
provided to finance the reorganization.

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Debtors' investment
bankers are Miller Buckfire & Co., LLC.  The First Lien Steering
Committee is being advised by legal counsel, Weil, Gotshal &
Manges LLP; and investment bankers Imperial Capital, LLC.  The
Company says it has assets of $299 million against debts of
$321 million as of the filing of its petition.


REAL ESTATE DEVELOPMENT I: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Real Estate Development I, LLC
        4716-4732 SW 32nd Avenue
        Fort Lauderdale, FL 33312

Bankruptcy Case No.: 10-22096

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge:  Raymond B. Ray

Debtor's Counsel: Jeffrey W. Blacher, Esq.
                  2999 NE 191 Street # 805
                  Aventura, FL 33180
                  Tel: (305) 705-0888
                  Fax: (305) 705-0008
                  E-mail: jblacher@blacherlaw.com

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

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

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

The petition was signed by Elias Perchlk, manager.


REGENCY COURT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Regency Court At Cherry Hill, Limited Liability Company
        5 Pin Oak Court
        Tabernacle, NJ 08088

Bankruptcy Case No.: 10-23694

Chapter 11 Petition Date: May 3, 2010

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

Judge: Michael B. Kaplan

Debtor's Counsel: John C. Penberthy III, Esq.
                  Penberthy & Penberthy
                  2001 Lincoln Drive West, Suite A
                  Marlton, NJ 08053
                  Tel: (856) 983-2603
                  E-mail: johnpenberthy@verizon.net

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

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

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

The petition was signed by Robert M. Bouhon, managing member.


RICHARD OLSON: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard Sylvan Olson
        5185 Buice Road
        Alpharetta, GA 30022

Bankruptcy Case No.: 10-73338

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC
                  Suite 500, 1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  E-mail: dorna.taylor@taylorattorneys.com

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

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

According to the schedules, the Debtor says that assets total
$1,918,422 while debts total $1,885,898.

A copy of the Debtor's list of 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb10-73338.pdf

The petition was signed by the Debtor.


ROTH MANAGEMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Roth Management Corporation
        4850 Talmadge Park Row
        San Diego, CA 92115

Bankruptcy Case No.: 10-07663

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: K. Todd Curry, Esq.
                  Curry & Associates
                  525 B Street, Suite 1500
                  San Diego, CA 92101
                  Tel: (619) 238-0004
                  Fax: (619) 238-0006
                  E-mail: tcurry@currylegal.com

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

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

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

The petition was signed by James Roth, president and owner.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                     Case No.          Petition Date
        ------                     --------          -------------
James Marvin Roth                  10-007659              05/03/10


ROTH-MONTEZUMA PARTNERS: Case Summary & Creditors List
------------------------------------------------------
Debtor: Roth-Montezuma Partners, L.P.
        4850 Talmadge Park Row
        San Diego, CA 92115

Bankruptcy Case No.: 10-07638

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Kit J. Gardner, Esq.
                  Law Offices of Kit J. Gardner
                  501 W. Broadway, Suite 800
                  San Diego, Ca 92101
                  Tel: (619) 525-9900
                  E-mail: kgardner@gardnerlegal.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of 7 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/casb10-07638.pdf

The petition was signed by James M. Roth, president of Roth
Construction Corp. as General Partner.


SAMJAK CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Samjak Corporation
        34949 Van Dyke Avenue
        Sterling Heights, MI 48312

Bankruptcy Case No.: 10-54735

Chapter 11 Petition Date: May 2, 2010

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

Judge: Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Samir Dawood, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                     Case No.          Petition Date
        ------                     --------          -------------
Jaklin M. Dawood                   09-52148               04/20/09


SEA TURTLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sea Turtle Cinemas, Inc.
        154 Beach City Road, Suite G
        Hilton Head Island, SC 29926

Bankruptcy Case No.: 10-03259

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Michael W. Mogil, Esq.
                  2 Corpus Christie Place, Ste. 303
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  E-mail: mwmogil@aol.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb10-03259.pdf

The petition was signed by Lori A. Kaylor, vice president.


SEMGROUP LP: Contract Cannot Create Triangular Setoff Right
-----------------------------------------------------------
Bloomberg News reports that U.S. District Judge Joseph Farnan in
Delaware ruled on April 30 that a creditor cannot create a
triangular right of setoff by contract.

Chevron U.S.A. Inc. had contracts with several SemGroup LP
companies.  Chevron's contract contained language allowing the
setoff of debts and credits among the companies and their
affiliates.

Bloomberg News recounts that U.S. Bankruptcy Judge Brendan Shannon
ruled in January 2009 that a contract cannot supply mutuality
required by the bankruptcy statute as a condition to having a
valid right of setoff.  Judge Shannon therefore denied Chevron's
request for a setoff.

On appeal, Judge Farnan, according to Bloomberg, adopted the
rationale and conclusion in Shannon's opinion.  Judge Shannon said
that the only authority for permitting triangular setoff by
contract is from a misreading of a 1964 case from the 7th U.S.
Circuit Court of Appeals in Chicago called In re Berger Steel.

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on October 28, 2008.  The
Plan, which distributes more than $2.5 billion in value to its
stakeholders, was declared effective November 30.


SHERYL OVERBECK: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sheryl A. Overbeck
        6307 Woodland Drive
        Dallas, TX 75225

Bankruptcy Case No.: 10-33259

Chapter 11 Petition Date: May 4, 2010

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

Judge: Barbara J. Houser

Debtor's Counsel: Howard Marc Spector, Esq.
                  Spector & Johnson, PLLC
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  E-mail: hspector@spectorjohnson.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 Sheryl A. Overbeck.


SIX FLAGS: S&P Assigns 'BB-' Rating on $890 Mil. First-Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to the
$890 million first-lien credit facilities, consisting of a
$120 million revolving credit facility due 2015 and a $770 million
term loan B due 2016, to be issued by Six Flags Theme Parks Inc.,
the operating subsidiary of New York, N.Y.-based Six Flags
Entertainment Corp. (formerly Six Flags Inc.).  S&P rated this
debt 'BB-' with a recovery rating of '1', indicating its
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.

At the same time, S&P assigned SFTP's $250 million second-lien
loan due 2016 its issue-level rating of 'B-' with a recovery
rating of '5', indicating S&P's expectation of modest (10% to 30%)
recovery for debtholders in the event of a payment default.

In addition, S&P is assigning the reorganized Six Flags its 'B'
corporate credit rating.

The company has indicated that it used proceeds from the new
credit facilities, along with equity commitments, and cash
balances to pay all prepetition first-lien claims, claims at Six
Flags Operations Inc., and other claims that are to be paid in
cash as set forth in the plan.  Six Flags filed for Chapter 11
bankruptcy protection on June 13, 2009.

Prior to the assignment of these ratings, S&P withdrew all of its
previous unsolicited ratings on the company.

On April 30, 2010, the U.S. Bankruptcy Court in the District of
Delaware issued its order confirming Six Flags' plan of
reorganization.  Under the terms of the plan of reorganization,
the company reduced its total debt to about $1.1 billion from
about $2.4 billion.  The first-lien lenders and SFO creditors were
paid in full in cash, and the holders of Six Flags Inc.'s
prepetition unsecured debt received substantially all of the
common stock of the emerged entity.  Under the capital structure
outlined in the plan, the company's debt capitalization was about
$1.1 billion at emergence.

As previously mentioned, Six Flags issued:

* A $120 million revolving credit facility due 2015,
* A $770 million term loan B due 2016, and
* A $250 million second lien loan due 2016.

The 'B' corporate credit rating reflects S&P's view of:

* Six Flags' significant seasonality, with the vast majority of
  EBITDA earned between Memorial Day and Labor Day;

* High capital expenditure needs for maintenance, as well as for
  new rides to attract attendance;

* High debt leverage under its plan of reorganization; and

* The potential for discretionary cash flow deficits.

"In S&P's view, the company's geographic diversity and high
barriers to entry into the amusement park market do not offset
these risk factors," said Standard & Poor's credit analyst Andy
Liu.


SMURFIT-STONE: Confirmation Ruling Possibly in June
---------------------------------------------------
Parties will file post-trial briefs on May 12, and reply papers on
May 18, in connection with the disputed confirmation of the
reorganization plan of Smurfit-Stone Container Corp., Bloomberg
News reported, citing Kevin Starke of Stamford, Connecticut-based
CRT Capital Group LLC, who monitored the hearing.

According to Bill Rochelle at Bloomberg, bankruptcy judges have
been issuing their opinions on disputed confirmations about a
month after the last papers are filed, meaning that a ruling on
approval of the Smurfit plan may arrive in June.

Shareholders have opposed Smurfit's plan.  They say reorganized
Smurfit will be worth more than the Debtors and creditors
estimate.

                      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: Proposes Kirkland as Bankruptcy Counsel
-------------------------------------------------------------
South Bay Expressway, L.P., and its affiliate, California
Transportation Ventures Inc., seek the Court's permission to
employ Kirkland & Ellis LLP as their attorneys in their Chapter 11
cases, nunc pro tunc to the Petition Date and in accordance with
an engagement letter dated as of November 3, 2009.

Anthony G. Evans, the Debtors' chief financial officer, discloses
that K&E began representing the Debtors in November 2009 with
respect to a potential restructuring.  The Debtors believe that
K&E is both well-qualified and uniquely able to represent the
Debtors in the Chapter 11 cases in an efficient and timely manner.

As counsel, K&E will:

  (a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

  (b) advise and consult on the conduct of the cases, including
      all of the legal and administrative requirements of
      operating in Chapter 11;

  (c) attend meetings and negotiate with representatives of the
      creditors and other parties-in-interest;

  (d) take all necessary actions to protect and preserve the
      estates, including prosecuting actions on their behalf,
      defending any action commenced against them, and
      representing them in negotiations concerning litigation in
      which they are involved, including objections to claims
      filed against the estates;

  (e) prepare pleadings in connection with the cases;

  (f) represent the Debtors in connection with obtaining
      authority to continue using cash collateral and, if
      necessary, postpetition financing;

  (g) advise the Debtors in connection with any potential sale
      of assets;

  (h) appear before the Court and any appellate courts to
      represent the interests of the estates;

  (i) advise the Debtors regarding tax matters;

  (j) take any necessary action on behalf of the Debtors to
      negotiate, prepare, and obtain approval of a disclosure
      statement and confirmation of a Chapter 11 plan and all
      related documents; and

  (k) perform all other necessary legal services for the Debtors
      in connection with the prosecution of the cases.

K&E will be paid based on its hourly rates, and will be reimbursed
for its expenses incurred in connection with the retention.  K&E's
current hourly rates for matters related to Chapter 11 cases are:

        Billing Category           Hourly Range
        ----------------           ------------
        Partners                    $580 - $995
        Of Counsel                  $435 - $995
        Associates                  $340 - $670
        Paraprofessionals           $135 - $285

The professionals presently expected to have primary
responsibility for providing services to the Debtors are:

        Professional                Hourly Rate
        ------------                -----------
        James H.M. Sprayregen           $995
        Marc Kieselstein                $935
        R. Alexander Pilmer             $725
        Chad J. Husnick                 $640

Mr. Evans reveal that the Debtors paid $200,000 to K&E as a
classic retainer on January 26, 2010.  On March 9, 2010, the
Debtors paid $30,000 to K&E to increase the retainer, and, on
March 22, 2010, the Debtors paid $50,000 to K&E to further
increase the retainer.  As of the Petition Date, the retainer
balance was approximately $280,000.

As of the Petition Date, Mr. Evans says, the Debtors did not owe
K&E any amounts for legal services rendered before the Petition
Date.  Although certain expenses and fees have been incurred
prepetition and have been or will be applied to K&E's classic
retainer, he assures the Court that the amounts are less than the
balance of K&E's classic retainer as of the Petition Date.

Marc Kieselstein, P.C., Esq., a partner at K&E assures Judge Adler
that K&E is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

A hearing will be held on June 10, 2010, to consider the
application.

                U.S. Trustee Objects

In his declaration, Mr. Kieselstein discloses that K&E represents
Macquarie Group Limited and affiliated funds, Tiffany L. Carroll,
the Acting United States Trustee for Region 15, tells the Court.
The declaration further discloses that Macquarie is the parent
portfolio of the Debtors.

Although the declaration states that there is no conflict, Ms.
Carroll contends that further disclosure should be made, as it
appears that K&E is continuing to represent equity security holder
of the Debtors.  She points out that the representation may
present an impermissible conflict of interest.

Ms. Carroll also argues that K&E should not charge the Debtors for
secretarial and word processing overtime costs, and costs related
to overtime meals and transportation.  She asserts that
reimbursement for normal overhead expenses or clerical duties are
not compensable under Section 330 of the Bankruptcy Code.

The application also indicates that K&E received "classic
retainers," Ms. Carroll avers.  However, she contends, the
engagement letter contained no agreement regarding how to treat
the retainer.  Accordingly, she opposes K&E's receipt of classic
retainer until K&E can prove reasonableness for the payment of the
retainer.

                    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: Receives Approval for EPIQ as Claims Agent
----------------------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., received authorization from the U.S. Bankruptcy
Court for the Southern District of California to employ Epiq
Bankruptcy Solutions, LLC, as notice, claims and balloting agent.

Epiq will, among other things:

     a. prepare and serve a variety of documents on behalf of the
        Debtors in their Chapter 11 cases;

     b. maintain an official claims register in the Debtors'
        Chapter 11 cases by docketing all proofs of claim and
        proofs of interest in a database;

     c. provide access to the public for examination of copies of
        the proofs of claims and proofs of interests filed in
        the Debtor's Chapter 11 cases; and

     d. print ballots and coordinate the mailing of solicitation
        packages to all voting and non-voting parties and
        providing a certificate or affidavit of service with
        respect thereto.

Epiq will be paid based on its service agreement with the Debtors,
a copy of which is available for free at:

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

James Katchadurian, an Executive Vice President of Epiq, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) 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).


SOUTH BAY EXPRESSWAY: Wants Imperial as Financial Advisor
---------------------------------------------------------
South Bay Expressway, L.P., and its affiliate, California
Transportation Ventures Inc., seek the Court's authority to employ
Imperial Capital, LLC, as their financial advisor, nunc pro tunc
to the Petition Date, pursuant to an engagement letter dated as of
March 1, 2010.

As financial advisor, Imperial will, among other things:

  (a) analyze the Debtors' business, operations, properties,
      financial condition, competition, forecast, prospects and
      management;

  (b) conduct a financial valuation of the Debtors' ongoing
      operations;

  (c) assist the Debtors in developing, evaluating, structuring
      and negotiating the terms and conditions of a potential
      restructuring plan;

  (d) assist the Debtors in the preparation of solicitation
      materials with respect to the Debtors' obligations, any
      securities to be issued in connection with the
      restructuring;

  (e) advise the Debtors on a proposed purchase price and form
      of consideration for the transaction;

  (f) assist the Debtors in developing, evaluating, structuring
      and negotiating the terms and conditions of a potential
      transaction; and

  (g) assist the Debtors in the preparation of solicitation
      materials with respect to the transaction and the Debtors.

Pursuant to the Engagement Letter, the Debtors will pay Imperial:

  -- a financial advisory fee of $150,000 per month, payable
     monthly in advance;

  -- a cash fee payable upon the closing of a restructuring
     transaction, equal to:

     * $250,000 if a settlement agreement with all constituents
       is completed or if Imperial is asked to discontinue
       services while final negotiations are taking place for a
       settlement agreement with all constituents prior to
       April 30, 2010 -- the current Phase I End Date.  If
       Imperial is asked to discontinue services prior to
       April 30, 2010, the Phase I End Date will be extended to
       May 15, 2010;

     * between $500,000 and $750,000 if a restructuring is
       completed after the Phase I End Date and before
       August 31, 2010 -- the Phase II End Date.  The exact
       amount will be based on the level of involvement of
       Imperial and to be mutually agreed upon by the Debtors
       and Imperial; and

     * between $1,000,000 and $1,250,000 if a restructuring is
       completed on or after the Phase II End Date, the exact
       amount to be based on the level of involvement of
       Imperial and to be mutually agreed upon by the Debtors
       and Imperial;

  -- a transaction fee equal to the greater of:

     * 1% of the transaction consideration received by the
       Debtors and its debt or equity security holders pursuant
       to the transaction; and

     * the maximum restructuring transaction fee of $1,250,000,
       payable in cash directly from the financing source
       at closing, provided that Imperial will not receive both
       a Restructuring Transaction Fee and an M&A Transaction
       Fee; and

  -- if the Debtors ask that Imperial undertake a financing in
     an amount and under terms as may be agreed between the
     parties, a cash fee, to be paid out of the proceeds of the
     financing, equal to:

     * 1% of the face amount of any senior debt sold or arranged
       as part of the financing excluding any restructuring of
       the existing loans to the Debtors;

     * 3% of the face amount of any subordinated debt sold or
       arranged as part of the financing excluding any
       restructuring of the existing loans to the Debtors; and

     * 5% of the face amount of any equity securities sold or
       arranged as part of the financing excluding any
       securities sold or arranged with the existing equity
       investors to the Debtors.

The Debtors will also reimburse Imperial for its reasonable
expenses incurred in connection with its employment.

Prior to the Petition Date, the Debtors paid Imperial total
monthly fees of $150,000 and reimbursed Imperial for $25,000 in
expenses incurred prepetition, inclusive of deposit amounts.  Any
portion of the payments that are not applied to prepetition fees
and expenses will be detailed in Imperial's first interim fee
application, and that portion will be credited towards Imperial's
postpetition fees and expenses as allowed by the Court.

The Debtors also inform the Court that they have agreed to
indemnify and to make certain contributions to Imperial in
accordance with the indemnification provisions set forth in the
Engagement Letter.  They tell Judge Adler that the Indemnification
Provisions are customary and have reasonable terms of
consideration for financial advisors and investment bankers like
Imperial for proceedings both out of court and in Chapter 11.

Robert Warshauer, a managing director at Imperial, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing on June 10, 2010, to consider the
application.

                     U.S. Trustee Objects

Tiffany L. Carroll, the Acting United States Trustee for Region
15, contends that the application does not seem to specify the
necessity of Imperial's employment.  She asserts that it is
unclear what the Debtors' plan is that would require Imperial's
services.  She adds that it is not indicated if those services are
not duplicative of the services to be provided by the Debtors'
general counsel.

To the extent that the Court determines that Imperial's employment
is necessary, Ms. Carroll asks that the Debtors provide specific
services that Imperial would be providing that would not be
duplicative of services provided by other professionals.  She
adds, among other things, that the proposed fee structure should
be supported by the services that Imperial would be required to
provide, and that the Debtors should offer information that was
utilized to substantiate the reasonableness of the fee structure
that Imperial is proposing.

                    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).


SOUTHERN CRESCENT: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Southern Crescent Rehabilitation & Retirement Community,
        Inc.
        2125 Highway 42 North
        Stockbridge, GA 30253

Bankruptcy Case No.: 10-73264

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Frank B. Wilensky, Esq.
                  Macey, Wilensky, Kessler & Hennings, LLC
                  Suite 2700, 230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.com

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

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

A copy of the Company's list of 9 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb10-73264.pdf

The petition was signed by Omar El Sawi, president.


SOUTHERN ORE MINING: Taps Mikhail Korolenko as Board Chairman
-------------------------------------------------------------
Members of the supervisory board of Southern Ore Mining and
Processing Plant (YuGOK), located in Krivoy Rog, Dnepropetrovsk
Oblast, met on April 30, 2010, to discuss the measures to improve
efficiency of the company.  They noted the need to develop a
programme for development and reconstruction of YuGOK for the next
three years. Acting Board Chairman Mikhail Korolenko will be in
charge for the task.

Mikhail Korolenko was appointed acting Board Chairman of YuGOK by
the decision of the supervisory board of the company and took the
office on April 30, 2010.

The new leader of the plant must take it out of bankruptcy state,
recover the financial standing and meet all social obligations to
the employees: increase salary to the industrial average and
provide social guarantees and good working conditions.

The acting board chairman must submit the plant development
strategy to the supervisory board for approval before 1 September
2010.

Mikhail Korolenko is a professional with a 25-year record in
mining.  He started his career in YuGOK as a mill operator and
passed all the way to the senior manager position of the
processing plant.  Mr. Korolenko has authority with employees and
colleagues.  The owners of 99.99% of the company voted in favour
of the Supervisory Board decision about his appointment", said
Aleksandr Lastenko, Chairman of YuGOK's Supervisory Board.

YuGOK shareholders owning 99.9% of the shares decided to allocate
additional funds for upgrades of production facilities and social
programmes of the plant within the scope of YuGOK development
programme.  This has been reported by representatives of the
companies that own YuGOK.

"Ore mining industry has been the principal investment destination
for Smart-Holding for many years.  We will take our utmost effort
to make YuGOK a leader in the industry over the next three years",
said Aleksey Pertin, Chief Executive Officer of Smart-Holding that
owns around 50% of the plant.

"We regard investment in YuGOK as strategic investment because we
believe that the company has a big potential for growth.  In our
view, the new management will help stabilize the situation at the
plant and take it to the new level of development.  As
shareholders, we are ready to assist the new management to deliver
on the goals set in the production and social programmes", said,
John Mann, press officer of Millhouse (co-owner of Lanebrook that
owns around 50% of YuGOK's shares).

                    About Southern Ore Mining

Southern Ore Mining and Processing Plant  is one of the major
producers of iron ore raw materials - concentrate and sinter - in
Ukraine.  Southern Ore Mining and Processing Plant (YuGOK)
completed the year of 2009 with net loss of UAH 73.567 million.

The majority shareholders of YuGOK are Smart-Holding and
businesses of Roman Abramovich (owners of Evraz Group)

                    About Mikhail Korolenko

Mikhail Korolenko has been in the mining industry since 1986.  He
started his career at Southern Ore Mining and Processing Plant and
worked as a manager at different mining and metals businesses,
particularly as production director at Northern Ore Mining and
Processing Plant and chief executive of Central Ore Mining and
Processing Plant.

Mr Korolenko has a higher education degree from Krivoy Rog Ore
Mining Institute.  He is married and has two children.


SPANSION INC: Plan Won't Be Implemented Until May 14
----------------------------------------------------
Bankruptcy Judge Kevin Carey declined to approve a request by
convertible noteholders of Spansion Inc. to stay pending appeal of
his order confirming the Chapter 11 plan of Spansion.

However, Judge Carey signed an order on April 30 preventing
Spansion from distributing new stock under the Plan until May 14.
The temporary stay was designed to allow time for the convertible
noteholders to file a motion in district court for a stay that
would stop implementation of the plan.

Bloomberg News relates that the convertible noteholders filed
their motion for a stay in district court in Delaware on May 3.
According to Bloomberg, if the district judge isn't inclined to
grant a stay pending appeal, they want a temporary hold lasting
long enough that they can go to the U.S. Court of Appeals in
Philadelphia to seek a stay.

Spansion, its official committee of unsecured creditors, senior
noteholders and holders of trade claims have opposed the
convertible noteholders' request for a stay.

Spansion has said that any stay of the Plan would require the
convertible noteholders to post a bond "sufficient to cover the
resulting damage inflected upon them and each of their creditor
constituencies."

The holders of trade claims say a stay would delay the Debtors'
emergence from Chapter 11; accelerate the already deteriorating
value of the Debtors caused by employee attrition, Chapter 11
expenses and declining customer relationships; and jeopardize the
numerous funding commitments from various lenders that are
necessary for the Debtors to effectuate the Plan.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-
10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.


SPANSION INC: Court OKs $3.9MM in Fees for Latham & Watkins
-----------------------------------------------------------
Warren H. Smith & Associates, P.C., in its capacity as fee auditor
in Spansion Inc.'s bankruptcy cases, submitted to the Court a
final report regarding the second interim fee application of the
Debtors' and the Committee's professionals:

                                    Recommended     Recommended
Professional             Period            Fees        Expenses
------------            ---------   -----------     -----------
Latham & Watkins LLP    09/01/09-
                         11/30/09     $3,904,621         $54,814

K&L Gates LLP           09/01/09-
                         11/30/09        269,842         133,450

Ernst & Young LLP       09/01/09-        96,161              92
                         11/30/09

Timothy Gray            03/02/09-
                         10/21/09         19,071               0

KPMG LLC                09/01/09-
                         11/30/09         39,049               0

Wilson Sonsini Goodrich 09/01/09-
& Rosati, P.C.          11/30/09         34,613               2

Latham & Watkins's recommended fees reflect a reduction by
$15,817 and its recommended expenses reflect a reduction by $585.
K&L's recommended fees represent a reduction by $1,546 and its
expense reimbursement has been reduced by $155,123.

The fee examiner had no fee or expense issues regarding the
applications of Ernst & Young, Timothy Gray, KPMG, and Wilson
Sonsini.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-
10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.


SPANSION INC: Proposes to Settle with Mitsui & Macquarie
--------------------------------------------------------
Spansion Inc. and its units ask the Court to approve their
stipulation resolving Claim Nos. 900 and 901 filed by Mitsui
Leasing Capital Corporation and Claim No. 1137 filed by Macquarie
Electronics USA Inc.

The parties have agreed that Mitsui's Claim No. 901 will be
allowed as an administrative expense claim for $1,313,625 and a
general unsecured claim for $12,875,727.

The Stipulation further provides that Macquarie's Claim No. 1137
will be allowed as a general unsecured claim for $2,064,486.

Mitsui filed on September 3, 2009 (i) a contingent, partially
liquidated proof of claim against Spansion Inc. for $33,369,940,
which was identified as Claim No. 900; and (ii) a contingent,
partially liquidated proof of claim against Spansion LLC for
$33,369,940 which was identified as Claim No. 901.

Macquarie filed, on September 30, 2009, proof of claim against
Spansion LLC for $34,072,562 which was identified as Claim No.
1137.

The Debtors have reviewed the Claims and raised informal
objections to them.

To resolve the objections, the parties agreed to resolve the
Claims as provided in the Stipulation.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc. and its affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-
10690).  On February 9, 2009, Spansion's Japanese subsidiary,
Spansion Japan Ltd., voluntarily entered into a proceeding under
the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to
obtain protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.  Michael S. Lurey, Esq., Gregory O.
Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP,
have been tapped as bankruptcy counsel.  Michael R. Lastowski,
Esq., at Duane Morris LLP, is the Delaware counsel.  Epiq
Bankruptcy Solutions LLC, is the claims agent.  As of Sept. 30,
2008, Spansion had total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization
on April 16, 2010.  A group of holders of Convertible notes and
equity in Spansion presented an alternative plan, which would pay
senior noteholders in full and has funding commitment of in excess
of $425 million, but the plan was rejected.


SPECIALTY HOSPITALS: Defaults on $2MM Annual Payment to D.C.
------------------------------------------------------------
The Washington Business Journal reports that Specialty Hospitals
of America has defaulted on loan and grant agreements it inked to
acquire the former Greater Southeast Community Hospital, renamed
United Medical Center, in Washington D.C.

The District has taken control of UMC and is seeking the
appointment of a receiver for the hospital.

According to Business Journal, Specialty in 2007 obtained from the
District a $30 million grant for physical upgrades and equipment,
a $29 million loan to pay off the hospital's creditors and another
$20 million loan for working capital. The city recently invested
another $5.9 million as the hospital's financial condition
worsened.

Attorney General Peter Nickles told the Washington Business
Journal on Wednesday the city said Specialty has failed to make
its $2 million-plus annual payment in lieu of taxes and to
maintain performance measures.

"We tried to reach an accommodation with them to keep them
involved," Mr. Nickles told the Business Journal. "That was not
successful and so we've issued a notice of default and a notice of
entry. We have taken over for a temporary period to stabilize the
hospital."

United Medical Center -- http://www.united-medicalcenter.com/--
is a 184-bed hospital that offers community based services for
residents residing east of the Anacostia River, and specifically
to residents of Wards 7 & 8 and the adjacent Maryland zip codes.
Specialty Hospitals of America took ownership of and began
managing UMC on Nov. 7, 2007.  Dow Jones' Daily Bankruptcy Review
says Specialty, through parent Specialty Hospitals of America LLC,
bought United from the District of Columbia for $31.5 million.


STARTECH ENVIRONMENTAL: Has Interim OK for $750,000 DIP Loan
------------------------------------------------------------
American Bankruptcy Institute reports that Startech Environmental
Corp. will fund its operations with a $750,000 debtor-in-
possession loan from prospective purchaser Champion Energy Inc. as
it moves to eventually auction itself off as a going concern.

Startech Environmental Corporation -- http://www.startech.net./-
- is an environmental technology corporation dedicated to the
development, production and marketing of waste minimization,
resource recovery and pollution prevention systems that convert
waste into valuable commodities.  The company manufactures and
sells a recycling system called the Plasma Converter for the
global marketplace.  The Plasma Converter is a plasma processing
technology, which achieves closed-loop elemental recycling that
destroys hazardous and non-hazardous waste and industrial by-
products, while converting them into useful commercial products.
These products could include a synthesis gas called PCG (Plasma
Converted Gas), surplus energy for power, hydrogen, metals and
silicate for possible use and sale.  The company's Plasma
Converter Systems are sold to generators of waste and processors
of waste. StarCell is the Company's hydrogen selective membrane
device that separates hydrogen from PCG.

Startech Environmental Corp. filed a voluntary petition for
reorganization, protection and relief under Chapter 11 of the
Bankruptcy Code on April 28, 2010.  The Case is pending in the US
Court in Bridgeport, Connecticut.


STATION CASINOS: Creditors Want OPCO Debtors, Lenders Deal Allowed
------------------------------------------------------------------
BankruptcyData.com reports that Station Casinos' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion for an order authorizing the OPCO Debtors to enter
into a restructuring support agreement with the OPCO lenders.

The objection asserts, "Even if there was any reason to consider
the Motion, the Debtors cannot satisfy their heightened burden
under the Bankruptcy Code for approval of an insider transaction,
and they should not be able to cloak themselves under the guise of
a 'compromise' under Bankruptcy Rule 9019(a) when there is nothing
to compromise.  Moreover, the OpCo Support Agreement is clearly an
impermissible lockup agreement that violates the Bankruptcy Code,
violates United States Supreme Court holding in 203 North LaSalle,
and constitutes a sub rosa plan."

The Company's independent lenders filed a separate statement of
opposition to the same motion.

                       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)


STATION CASINOS: Court Hears Plan Settlement
--------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Bankruptcy
Court in Reno, Nevada, began a hearing on an agreement that
underpins a modified reorganization plan filed by Station Casinos
Inc. in April.  Under the agreement, a group including current
owners Frank and Lorenzo Fertitta will make the first bid of $772
million to take control of substantially all of the businesses.
The new proposal wraps in a plan filed in March for some of the
casinos.  The proposal is opposed by the unsecured creditors'
committee and some lenders.

                     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)


STERLING FIN'L: Confirms Increase in Size of Partners Investment
----------------------------------------------------------------
Sterling Financial Corporation confirmed that they have received
the approval of the U.S. Treasury to increase the size of the
proposed investment by THL to 24.9% of Sterling on an as-converted
basis and fully exercised basis. Treasury's approval was required
under the terms of Treasury's existing exchange agreement with
Sterling.

The terms of the agreements with THL and Treasury, which are
described in Sterling's press release of April 27, 2010, have been
revised to reflect the increased size of investment and certain
other technical matters relating to the transaction.

The THL and Treasury transactions are conditioned upon each other
and on the other closing conditions previously described.

                 About Sterling Financial Corporation

Sterling Financial Corporation of Spokane, Wash., is the bank
holding company for Sterling Savings Bank, a commercial bank, and
Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.

                          *     *     *

As reported in the Troubled company Reporter on March 22, 2010,
Fitch Ratings has downgraded Sterling Financial Corporation's
long-term Issuer Default Rating to 'C' from 'CCC' and Sterling
Savings Bank's long-term and short-term IDRs to 'C' and 'C',
respectively.


STERLING FINANCIAL: Plans to Raise $555MM in Securities Offering
----------------------------------------------------------------
Sterling Financial Corporation disclosed in a press release Monday
that it intends to offer roughly $555 million of securities to
institutional accredited investors in a private placement
transaction.

The securities to be offered are expected to consist of roughly
221.9 million shares of common stock at a per-share price of $0.20
and roughly 5.5 million shares of newly created Series D
convertible participating voting preferred stock at a per-share
price of $92.00 that are convertible into an aggregate of roughly
2.6 billion shares of common stock.

Each share of Series D preferred stock will have a nominal
liquidation preference, pay non-cumulative dividends on an as-
converted basis if and when declared on the common stock, will
vote as a class with respect to certain matters and on an as-
converted basis together with the common stock as a single class,
and will be mandatorily convertible into 460 shares of common
stock, subject to adjustment, for each share of Series D preferred
stock, upon receipt of certain post-closing shareholder approvals.

The Company expects to contribute substantially all of the
proceeds to Sterling Savings Bank to be used for general corporate
purposes, which is expected to include the pay down of
$275 million in liabilities and may include the funding of
potential acquisitions.

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

               http://researcharchives.com/t/s?6176

Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA)
-- http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of March 31, 2010, Sterling Financial
Corporation operated 178 depository branches throughout
Washington, Oregon, Idaho, Montana and California.

The Company's balance sheet as of March 31, 2010, showed
$10.555 billion in assets, $10.309 billion in total liabilities,
and $245.5 million in stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
significant net losses during 2009 and 2008, a decline in
regulatory capital to support operations, and regulatory issues.


STERLING FINANCIAL: Posts $84.3 Million Net Loss in Q1 2010
------------------------------------------------------------
Sterling Financial Corporation filed on May 4, 2010, its quarterly
report for the three months ended March 31, 2010.

The Company reported a net loss of $84.3 million on $74.9 million
of net interest income for the first quarter of 2010, compared
with a net loss of $20.4 million on $88.3 million of net interest
income for the first quarter of 2009.

The Company's balance sheet as of March 31, 2010, showed
$10.555 billion in assets, $10.309 billion in total liabilities,
and $245.5 million in stockholders' equity.

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
significant net losses during 2009 and 2008, a decline in
regulatory capital to support operations, and regulatory issues.

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

               http://researcharchives.com/t/s?6175

Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA)
-- http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of March 31, 2010, Sterling Financial
Corporation operated 178 depository branches throughout
Washington, Oregon, Idaho, Montana and California.


SW BOSTON: Gets Court OK to Assume & Consummate Condo Sale Pacts
----------------------------------------------------------------
SW Boston Hotel Venture LLC, et al., sought and obtained
authorization from the Hon. Joan N. Feeney of the U.S. Bankruptcy
Court for the District of Massachusetts to assume and consummate
11 purchase and sale agreements for condominium units and to enter
into new purchase and sale agreements for condominium units.

The Debtors say that the assumption and sale agreements for the
existing sales will allow the estates to generate adjusted gross
proceeds of $11,752,029 and further the Debtors' goal of a
successful reorganization and restructuring of their obligations.

According to the Debtors the existing sales are at or above the
minimum purchase prices established by the Prudential Loan
Agreement.  The mortgage holders are deemed to have effectively
consented to the existing sales, the Debtors say.

More information is available for free at:

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

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel.  The Company filed for Chapter 11
bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No.
10-14535).  Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq.,
at Hanify & King, P.C., assist the Company in its restructuring
effort as bankruptcy counsel.  Edwards Angell Palmer & Dodge LLP
is the Company's special counsel.  The Company estimated its
assets and debts at $100,000,001 to $500,000,000.


SW BOSTON: Gets Interim Court Okay to Use Cash Collateral
---------------------------------------------------------
SW Boston Hotel Venture LLC, et al., sought and obtained
authorization from the Hon. Joan N. Feeney of the U.S. Bankruptcy
Court for the District of Massachusetts to use the cash collateral
securing their obligation to their prepetition lenders.

Harold B. Murphy, Esq., at Hanify & King, P.C., the attorney for
the Debtors, explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.  The
Debtors have prepared a budget proposal, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders replacement liens on the same types
of post-petition property of the estates against which the
lienholders hold liens as of the Petition Date.

The Debtors will file by May 21, 2010, detailed supplemental
budgets for the use of the cash collateral for the 90 days ending
on August 31, 2010, for the Debtors.  The Debtors will file by
May 28, 2010, written report showing the actual income and
expenses through May 21, 2010, compared to the budgeted income and
expenses for the same period.  Objections to the continued use of
the cash collateral will be filed on or before 4:30 p.m. on
June 1, 2010.

The Court has set a final hearing for June 3, 2010, at 11:30 a.m.
on the Debtors' request to use cash collateral.

The Prudential Insurance Company of America, a senior secured
lender to the Debtors, has objected to the Debtors' request,
saying that:

     -- the proposed use of Prudential's cash collateral on an
        emergency basis contemplates paying certain pre-petition
        claims and other expenses in the administrative budget not
        incurred in the ordinary course.  The only expenses that
        should be paid on an emergency basis are the operating
        expenses incurred by Starwood Hotels and Resorts
        Worldwide, Inc., in connection with the W Boston Hotel and
        by Ultimate Parking, LLC, in connection with the two-level
        underground parking garage and those expenses that are
        truly exigent while Prudential has an opportunity to
        review more thoroughly the proposed budgets; and

     -- the Debtors fail to provide properly for adequate
        protection of Prudential's interest in its collateral.
        The proposed replacement liens purportedly offered by the
        Debtors are not true replacement liens as contemplated by
        the U.S. Bankruptcy Code.  There are no new net assets
        generated by the Debtors.  They operate at a loss on a
        post-petition basis -- losses that the Debtors seek to
        cover with the sales proceeds of the condos.  Moreover,
        conversion of the condo units to cash does not by itself
        represent adequate protection of Prudential's interest in
        its collateral.  Accordingly, to the extent that the
        Debtors use Prudential's cash collateral, the replacement
        liens offered to Prudential (and the other secured
        creditors) hold no value and do not adequately protect
        Prudential's interest in the collateral from diminution.

Prudential claims that that net income falls far short of the
amount necessary to satisfy the obligations under the
administrative budget.  The Debtors have failed to provide
sufficient budgetary information to evaluate or justify their
request for payment of certain expenses and they have failed to
meet their burden with respect to the adequate protection offered
to Prudential in consideration for the use of its collateral.

The City of Boston, a Municipal Corporation in the Commonwealth of
Massachusetts, has also objected to the Debtor's attempt to use
the $4 million in cash pledged to the City of Boston.  In
December 2009, the City of Boston and SW Boston entered into
numerous loan documents including a Note and a Subordinate Loan
Agreement (collectively, City Loan Agreements) by which The City
of Boston agreed to lend $10,500,000.  In January 2010, in
connection with the closing of the 108 loan, the City of Boston
advanced the sum of $10,500,000 into Fidelity National Title
Insurance Company (Fidelity) for disbursement in accordance with
an Escrow Agreement and a Letter Agreement with Fidelity.  As part
of the city loan agreements, the City of Boston required second
mortgages on a variety of real estate including the project, and
also required the pledging of $4,000,000 in cash.  The cash was
provided by Sawyer Corporation.  The funds are held in an FDIC
insured, non-interest bearing account standing solely in the name
of the City of Boston at Boston Private Bank and Trust Company
pursuant to a pledge and security agreement and an agency
agreement.

Prudential is represented by Gina L. Martin --
gmartin@goodwinprocter.com -- at Goodwin Procter LLP.

                           About SW Boston

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel.  The Company filed for Chapter 11
bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No.
10-14535).  Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq.,
at Hanify & King, P.C., assist the Company in its restructuring
effort as bankruptcy counsel.  Edwards Angell Palmer & Dodge LLP
is the Company's special counsel.  The Company estimated its
assets and debts at $100,000,001 to $500,000,000.


SW BOSTON: Section 341(a) Meeting Scheduled for June 1
------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of SW Boston
Hotel Venture LLC's creditors on June 1, 2010, at 12:30 p.m.  The
meeting will be held at Suite 1055, U.S. Trustee Office, J.W.
McCormack Post Office & Court House.

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.

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel.  The Company filed for Chapter 11
bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No.
10-14535).  Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq.,
at Hanify & King, P.C., assist the Company in its restructuring
effort as bankruptcy counsel.  Edwards Angell Palmer & Dodge LLP
is the Company's special counsel.  The Company estimated its
assets and debts at $100,000,001 to $500,000,000.


SYNOVUS FINANCIAL: S&P Affirms 'BB-' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
counterparty credit rating on Synovus Financial Corp. at 'BB-' and
the ratings on its banking subsidiaries at 'BB+/B'.

At the same time, S&P removed the ratings from CreditWatch, where
they were placed with negative implications on Feb. 8, 2010.

The company raised $1.15 billion in common equity in May 2010.

"The rating affirmation reflects S&P's opinion that, as a result
of Synovus' improved capitalization, the company is in a better
position to tackle its ongoing asset quality problems," said
Standard & Poor's credit analyst Daniel E. Teclaw.

S&P views capital, though improved, as still relatively weak,
taking into consideration the company's various loan exposures and
S&P's expectation for additional future net losses.

The negative outlook reflects its expectation that S&P could lower
the ratings if S&P believes asset quality measures will continue
to erode capital faster and/or more than S&P anticipate.


SYSTEMS AND SOFTWARE: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Systems and Software Consortium, Inc.
        fdba Software Productivity Consortium, Inc.
        2214 Rock Hill Rd.
        Herndon, VA 20170-4227

Bankruptcy Case No.: 10-13640

Chapter 11 Petition Date: May 4, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Steven B. Ramsdell, Esq.
                  Tyler, Bartl, Ramsdell & Counts, PLC
                  300 N. Washington St., Suite 202
                  Alexandria, VA 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011
                  E-mail: sramsdell@tbrclaw.com

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

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

A list of the Company's 2 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb10-13640.pdf

The petition was signed by Mark J. Schuler, president and CEO.


THOMAS KAVANAUGH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Thomas V. Kavanaugh
               Cheryl E. Kavanaugh
               107 La Quinta Place
               Saint Augustine, FL 32084

Bankruptcy Case No.: 10-03770

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Brett A. Mearkle, Esq.
                  Parker & Dufresne, P.A.
                  8777 San Jose Boulevard, Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 7333-2919
                  E-mail: bmearkle@jaxlawcenter.com

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

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

A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-03770.pdf

The petition was signed by the Joint Debtors.


TLCVISION CORPORATION: Court Confirms Plan of Reorganization
------------------------------------------------------------
TLCVision Corporation disclosed that the United States Bankruptcy
Court for the District of Delaware confirmed the joint Chapter 11
plan of reorganization for the Company and its affiliates,
TLCVision Corporation and TLC Management Services, Inc.  The Plan
was sponsored by affiliates of Charlesbank Capital Partners, LLC,
and H.I.G. Capital, LLC, and publicly supported by the committee
of creditors appointed in the Court.

The Plan provides for the payment in full in cash of all
outstanding amounts owing to the Company's senior secured lenders.
The Plan also provides up to US$9.0 million in cash and a
promissory note of up to US$3.0 million to satisfy unsecured
creditors of the Company, TLC USA and TLC MSI.  Pursuant to the
Plan, affiliates of Charlesbank and H.I.G. will acquire
substantially all the assets of the Company, including 100% of the
equity of TLC USA and the Company's six refractive centers in
Canada.

The Plan will become effective upon satisfaction of all
outstanding closing conditions, including recognition of the
Court's confirmation order by the Ontario Superior Court of
Justice under the Canadian Companies' Creditors Arrangement Act.
The Company expects that the Plan will be effective soon and will
publicly announce when it has filed notice of the effective date
with the Court.  After such date, it is expected that any
remaining assets of the Company will be liquidated under the CCAA
in a Canadian proceeding and that net proceeds of such
liquidation, if any, will be distributed to the Company's
creditors.

"On behalf of the Board of Directors of TLCVision, I want to thank
our employees, our business partners and our customers who, today,
received a clear vote of confidence in our company," said Warren
S. Rustand, Chairman of the Board of TLCVision.  "The Board of
Directors believes this plan offers the best opportunity for TLC -
- one that will help us emerge expeditiously from Chapter 11 and
forge a stronger future.  We are excited by our new relationship
with Charlesbank and H.I.G. and we look forward to building on our
company's strong brand."

"This plan will deleverage TLC's balance sheet, repay in full the
company's debt and provide significant capital for future
expansion," said Brandon White, Managing Director at Charlesbank.
"We believe that TLC is now properly positioned to achieve its
true growth potential, capitalizing on its strong customer
awareness and history of leadership in the industry."

Adds Tim Armstrong, Managing Director of H.I.G., "TLC's emergence
from Chapter 11 is a testament to the strength of its employees
and its brand, and we are delighted to be teaming with the
TLCVision management team and Charlesbank to continue expanding
TLC's business."


UAL CORP: Firm Probes Continental Board's Alleged Breaches
----------------------------------------------------------
In a public statement dated May 4, 2010, Robbins Umeda LLP said it
has commenced an investigation into possible breaches of fiduciary
duty and other violations of state law by members of the Board of
Directors of Continental Airlines, Inc.   This is in
connection with the Board's actions in causing Continental to
enter into a definitive merger agreement with UAL Corporation.  If
the transaction is completed, Continental shareholders will
receive 1.05 shares of United common stock for each share of
Continental they own.

Robbins Umeda LLP's investigation concerns whether Continental's
Board of Directors undertook a fair process to obtain fair
consideration for all shareholders of Continental.

Shareholders of Continental who would like more information about
their rights as a shareholder, are encouraged to contact attorney
Lauren Levi at 800-350-6003 or by e-mail at llevi@robbinsumeda.com

Robbins Umeda LLP is a California-based law firm with significant
experience representing investors in merger-related shareholder
class actions, shareholder derivative actions, and securities
fraud class actions.

                  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.


UNISYS CORPORATION: Approves Amendments to Bylaws
-------------------------------------------------
Unisys Corporation approved amendments to its Restated Certificate
of Incorporation and Bylaws to:

   * declassify the Board of Directors and provide for the annual
     election of all directors beginning at the 2011 annual
     meeting of stockholders, and

   * decrease the minimum and maximum number of directors that may
     comprise the Board of Directors to a minimum of 7 and a
     maximum of 15.

Accordingly, on April 29, 2010, the Company filed a Restated
Certificate of Incorporation incorporating these amendments with
the Secretary of State of the State of Delaware and also amended
its Bylaws.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

According to the Troubled Company Reporter on Feb. 9, 2010,
Unisys Corporation said it has $2.95 billion in total assets,
$1.39 billion in total liabilities, 845.9 million in long-term
debt, $1.64 billion in long-term postretirement liabilities,
$347.3 million in commitments and contingencies resulting to a
$1.27 billion stockholders' deficit for fourth quarter ended
Dec. 1, 2009.


UNISYS CORP: Files Form 10-Q Results for First Quarter
------------------------------------------------------
Unisys Corporation filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 31,
2010.

According to the Troubled Company Reporter on May 4, 2010,
The Company reported a first-quarter 2010 net loss of
$11.6 million.  The results included approximately $35 million of
pre-tax foreign exchange losses in Other Income/Expense, including
$20 million relating to the January 2010 currency devaluation in
Venezuela.  In the first quarter of 2009, the company reported a
net loss of $24.4 million, or 66 cents per diluted share, which
included approximately $7 million of foreign exchange losses in
Other Income/Expense.

The Company's balance sheet for March 31, 2010, showed
$2.7 billion total assets, $1.2 billion total liabilities,
$846.6 million long-term debt, $1.5 billion long-term
postretirement liabilities, $294.4 million commitments and
contingencies, for a $1.2 billion stockholders' deficit.

The Company's operating profit nearly quadrupled to $58.9 million
in the first quarter of 2010 compared with operating profit of
$15.0 million in the first quarter of 2009.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

According to the Troubled Company Reporter on Feb. 9, 2010,
Unisys Corporation said it has $2.95 billion in total assets,
$1.39 billion in total liabilities, 845.9 million in long-term
debt, $1.64 billion in long-term postretirement liabilities,
$347.3 million in commitments and contingencies resulting to a
$1.27 billion stockholders' deficit for fourth quarter ended
Dec. 1, 2009.


UNITED MEDICAL CENTER: Washington D.C. Officials Seek Receiver
--------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Washington D.C. officials are seeking a receiver to take
control of the troubled United Medical Center, which the city took
over last month to "stabilize" after its owner defaulted on loans.
Ms. Palank, citing the Washington Post, also reports the city sued
owner Specialty Hospital of Washington in D.C. Superior Court,
accusing Specialty of hiding financial problems from city
officials and diverting $25 million in hospital funding to other
health care initiatives.

Specialty has countered, according to Ms. Palank, arguing that
there's no legal basis to take away its control of the hospital
and denying that it hid the hospital's financial difficulty.
Specialty accused city officials of failing to pay attention and
of not meeting their obligations to fund the treatment of Medicaid
patients.

Dow Jones, citing court records, relates Senior Judge Henry F.
Greene is asking both sides to submit by this Sunday briefings on
the constitutionality of a receivership, in which Judge Greene
would appoint an outsider to take control of the hospital.  He's
scheduled to hold a hearing in the case on Monday.

United Medical Center -- http://www.united-medicalcenter.com/--
is a 184-bed hospital that offers community based services for
residents residing east of the Anacostia River, and specifically
to residents of Wards 7 & 8 and the adjacent Maryland zip codes.
Specialty Hospitals of America took ownership of and began
managing UMC on Nov. 7, 2007.

Dow Jones recalls UMC has changed hands several times over the
past decade.  Then known as Greater Southeast Community Hospital,
the hospital was acquired by Doctors Community Healthcare Corp. in
1999 for $22.5 million.  When Doctors Community filed for Chapter
11 protection in 2002, it placed United under protection, winning
court approval of a restructuring plan two years later.  Dow Jones
says Specialty, through parent Specialty Hospitals of America LLC,
bought United from the District of Columbia for $31.5 million.


UNITED SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: United Systems Access Telecom, Inc.
        5 Bragdon Lane
        Kennebunk, ME 04043

Bankruptcy Case No.: 10-20699

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  E-mail: bankruptcy@mcm-law.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/meb10-20699.pdf

The petition was signed by Stephen J. Gilbert, president.


U.S. CONCRETE: To Seek Approval of Plan Outline on June 3
---------------------------------------------------------
U.S. Concrete Inc. scheduled a June 3 hearing for approval of the
disclosure statement explaining the prepackaged reorganization
plan negotiated before the Chapter 11 filing on April 21.

U.S. Concrete has received interim approval for $80 million in
financing to sustain the Chapter 11 case.  The final hearing on
financing will be held May 21.

Under the Plan, Company's 8.325% senior subordinated notes due in
2014 will be converted into equity in the reorganized company.
Existing shareholders will get warrants to buy 15% of the
reorganized company's stock.

The Company said the Plan will reduce its subordinated debt by
approximately $272 million and significantly strengthen its
balance sheet.

                        About U.S. Concrete

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.


US RENAL: Moody's Assigns Corporate Family Rating at 'B2'
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family and
Probability of Default Rating to U.S. Renal Care, Inc.  Moody's
also assigned a B1 (LGD3, 35%) rating to the company's proposed
senior secured credit facility, consisting of a $30 million
revolving credit facility and a $125 million term loan.  The
outlook for the ratings is stable.  This is the first time Moody's
has assigned a rating to U.S. Renal.

Moody's understands that the proceeds of the facility, along with
available cash, an equity investment of $25 million from the
equity sponsors; SV Life Sciences, Thoma Cressey Equity Partners,
Salix Ventures and certain other existing shareholders of U.S.
Renal, and the issuance of $47.5 million of subordinated debt (not
rated by Moody's), will be used to fund the approximately
$115.3 million acquisition of Dialysis Corporation of America,
which represents a multiple of pro forma 2009 EBITDA less minority
interest of about 7.7 times, refinance existing debt and pay
related fees and expenses.

U.S. Renal's B2 Corporate Family Rating reflects the significant
increase in leverage that will be taken on to complete the
transaction.  While the acquisition of the DCA operations will
improve the geographic diversification of the company and increase
the revenue base, scale and market share are still relatively
limited.  Moody's believes the similarities in U.S. Renal and
DCA's joint venture strategy should mitigate integration issues
and economies of scale are likely to be realized over time.
Additionally, the relatively stable business profile characterized
by increasing incidences of end stage renal disease and the
medical necessity of the service provided should support continued
growth in the business.  However, the rating also considers risks
associated with the focus on the dialysis services marketplace and
its high concentration of revenues from government based programs,
which are subject to a change in reimbursement methodology on
January 1, 2011, as well as an ongoing investigation of DCA by the
U.S. Department of Health and Human Services, Office of the
Inspector General.

The stable rating outlook reflects Moody's expectation that the
company can effectively integrate the operations of DCA without
disruption to clinic operations or billing and collection
practices and without significant loss of physician partners.  The
outlook also reflects Moody's expectation that the company will
look to grow primarily through de novo development of new centers
even during this period of integration.  The stable outlook also
considers that the company will be able to adjust to the changes
in Medicare reimbursement that will be implemented on January 1,
2011, without significant detriment to the credit metrics.

This is a summary of the ratings assigned.

* Corporate Family Rating, B2

* Probability of Default Rating, B2

* $30 million senior secured revolving credit facility due 2015,
  B1 (LGD3, 35%)

* $125 million senior secured term loan due 2016, B1 (LGD3, 35%)

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

Headquartered in Plano, TX, U.S. Renal provides dialysis services
to patients who suffer from chronic kidney failure.  Pro forma for
the acquisition of DCA, the company will provide dialysis services
through 84 outpatient facilities across nine states, over 12 home
dialysis programs and in 24 acute dialysis programs.  U.S. Renal
recognized approximately $153 million in revenue for the year
ended December 31, 2009, and would have recognized $252 million on
a pro forma basis for the same period.


US RENAL: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Plano, Texas-based U.S. Renal Care Inc.
At the same time, S&P assigned its 'B+' senior secured debt rating
to the company's proposed $30 million revolving credit facility
maturing in 2015 and $125 million term loan facility maturing in
2016 with a recovery rating of '2', indicating the prospects for
substantial (70%-90%) recovery in the event of payment default.
The outlook is stable.

"The speculative-grade ratings reflect USRC's dependence upon a
single disease state treatment; challenges associated with the
integration of Dialysis Corporation of America; exposure to
adverse changes in payor mix and reimbursement; and its relatively
small size with very limited geographic diversity," said Standard
& Poor's credit analyst Jack Harcourt.

USRC's vulnerable business risk profile overwhelmingly reflects
the company's dependence upon a single disease state, end stage
renal disease, as well as its relatively small size and limited
geographic diversity.  USRC's acquisition of DCA will
substantially increase its size, but USRC will remain much smaller
than the two dominant players in the sector, i.e., Davita (BB-
/Stable/--) and the U.S. operations of Fresenius (BB/Stable/--).
Although competition takes place essentially at a local level,
scale and the accompanying financial flexibility are important
attributes when considering a company's ability to respond to
sector challenges.


USEC INC: Board of Directors Elected at Annual Meeting
------------------------------------------------------
USEC Inc.'s board of directors was elected at the annual meeting.
Each director holds office until the next annual meeting of
shareholders and until his or her successor is elected and has
qualified.  There were 26.7 million broker non-votes with respect
to each nominee.  As of the record date, March 4, 2010, there were
112.3 million shares of common stock outstanding and entitled to
vote.  80.9% of those shares were represented at the annual
meeting.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?6186

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

At December 31, 2009, the Company had total assets of
$3.532 billion against total current liabilities of
$1.082 billion, long-term debt of $575.0 million and total other
long-term liabilities of $598.9 million, resulting in
stockholders' equity of $1.275 billion.

                            *    *    *

According to the Troubled Company Reporter on Dec. 30, 2009,
USEC Inc. has a revolving credit that matures in August and a
corporate rating from Standard & Poor's that recently declined one
click to CCC+, matching the action taken on Dec. 18 by Moody's
Investors Service.


VALASSIS: Board OKs Reinstatement of Stock Repurchase Program
-------------------------------------------------------------
Valassis's Board of Directors approved the reinstatement of its
stock repurchase program which was previously suspended.  Under
the stock repurchase program, up to approximately 6.1 million
shares of our common stock remain authorized for repurchase from
time to time in open market or privately negotiated transactions.

The stock repurchase program does not obligate the company to
acquire any particular amount of shares of common stock, and may
be modified or suspended at any time at its discretion.  The
company's ability to make such stock repurchases, if any, is
limited by the documents governing our outstanding indebtedness.
As of today, these limitations would permit them to repurchase
shares of our common stock in an aggregate amount of up to $58.4
million during 2010.  As a result of the proceeds from its recent
litigation settlement being included in its consolidated statement
of income for the three months ended March 31, 2010, the company
currently expects the amount permitted for stock repurchase to be
substantially larger in 2011.  The foregoing is subject to change
and we disclaim any obligation to update or revise this
information.  The stock repurchases, if any, will be funded from
existing cash on hand.  As of March 31, 2010, we had approximately
$633.0 million of cash and cash equivalents.

                      About Valassis

Valassis is one of the nation's leading media and marketing
services companies, offering unparalleled reach and scale to more
than 15,000 advertisers.  Its RedPlum media portfolio delivers
value on a weekly basis to over 100 million shoppers across a
multi-media platform -- in-home, in-store and in-motion.  Through
its interactive offering -- redplum.com -- consumers will find
compelling national and local deals online.  Headquartered in
Livonia, Michigan with approximately 7,000 associates in 28 states
and eight countries, Valassis is widely recognized for its
associate and corporate citizenship programs, including its
America's Looking for Its Missing Children(R) program.  Valassis
companies include Valassis Direct Mail, Inc., Valassis Canada,
Promotion Watch, Valassis Relationship Marketing Systems, LLC and
NCH Marketing Services, Inc.

As reported by the TCR on Feb. 3, 2010, Standard & Poor's Ratings
Services placed its 'B+' corporate credit rating for Livonia,
Michigan-based Valassis Communications Inc., along with all
associated issue-level ratings, on CreditWatch with positive
implications.


VILLAGE POINTE: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Village Pointe Ventures, LLC
        750 Chastain Corner
        Marietta, GA 30066

Bankruptcy Case No.: 10-73319

Chapter 11 Petition Date: May 3, 2010

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

A copy of the Company's list of 4 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb10-73319.pdf

The petition was signed by Bradley T. Barnett, manager.


VISTEON CORP: Agrees to Examiner Probe on Plan
----------------------------------------------
Carla Main at Bloomberg News reports that Visteon Corp. has agreed
to the request made by the U.S. Trustee to have an independent
examiner evaluate the Company's plan of reorganization.
Roberta DeAngelis, the U.S. Trustee, said there are "compelling
reasons" the creditors and the debtor will benefit from a third-
party review of the plan.  An ad hoc committee of equity holders
had objected to the request.  The U.S. Trustee said an examiner
can conduct "the most expeditious and cost effective"
investigation of the proposed plan of reorganization.

According to Bloomberg News, Visteon estimates the reorganized
company will have an enterprise value of $1.48 billion to $2.37
billion.  Creditors' claims are estimated to reach $2.96 billion
to $3.14 billion.  So for "shareholders to be 'in the money,'
Visteon's enterprise value would have to drastically increase
anywhere between 592 million to $1.66 billion to clear the current
claims hurdle," the company said in court papers.  The company
rebuffed the shareholders claim that market trading indicated
there was more value in the company.

                        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)


VITERRA INC: Moody's Assigns 'Ba1' Rating on C$500 MiL. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Viterra, Inc.'s
proposed C$500 million in notes.  Viterra's Ba1 Corporate Family
Rating and other ratings were affirmed.  Proceeds from the
proposed notes are to be used for debt reduction and for general
corporate purposes.  The proposed notes would rank pari passu with
all of Viterra's existing and future senior unsecured indebtedness
including its proposed C$1.6 billion new global unsecured
guaranteed revolving credit facility.  The assignment of Ba1
rating to the proposed senior notes is contingent on the
completion of the debt issuance as proposed.  Viterra's
Speculative Grade Liquidity Rating of SGL-2 indicating a good
liquidity profile over the next 12 months was also affirmed.  The
outlook is stable.

The proposed issuance of the C$500 million in notes and the
C$1.6 billion global revolving credit facility follow the
September 2009 acquisition of ABB Grain Ltd. of Australia.  While
the C$1.4 billion acquisition was comprised of a prudent mix of
50% equity and 50% cash the lack of a global unsecured revolving
credit facility was a modest credit concern, so this proposed debt
issuance will improve the overall credit profile of Viterra.
Specific benefits achieved through this proposed issuance include:
an improved maturity schedule, decrease in interest rate, removal
of security requirements on debt, covenant consistency, and
central global liquidity facility.  The unsecured structure of
Viterra's proposed credit facilities is a clear credit positive,
as unsecured revolvers/debt are typically commensurate with
investment grade ratings, while secured debt is unusual at the
investment grade level.

The Ba1 ratings reflect the growth aspirations of Viterra
management and incorporate an expectation of the financial impact
of future acquisition activity.  Prior to a positive rating move
Moody's would look for the agricultural market dynamics to remain
healthy, for continued success by management at integrating ABB
and other potential acquisitions, and for investment grade credit
metrics to be achieved and sustained over a multi-year period.
Importantly Moody's would like to see sustainable generation of
investment grade credit metrics within Viterra's new business
profile.  The generation of free cash flow is a typical trait for
investment grade issuers, thus a free cash flow to debt ratio of
over 8% on a sustainable basis would be seen as a positive for the
rating.

The stable outlook incorporates the assumption that future
acquisition activity of material size would be prudently financed.
The outlook also reflects the desire by Moody's to see Viterra to
perform over a longer period of time with its relatively new
consolidated group of assets given the acquisition related growth
strategy that management has undertaken.  Viterra's annual
revenues have grown from C$1.5 billion at the end of 2006 to
C$7.0 billion at the LTM ending January 31, 2010, and ABB could
add C$2 billion in revenues in 2010 to the C$6.6 billion 2009
Viterra stand-alone revenues.

Ratings Affirmed:

Issuer: Viterra Inc.

  -- Probability of Default Rating - Ba1
  -- Corporate Family Rating- Ba1

SGL-2

Ratings Assigned:

  -- Guaranteed Senior Unsecured Bonds due 2020 -- Ba1; LGD4 56%

LGD Ratings Adjusted:

  -- CAD 8.5% Guaranteed Senior Unsecured Canadian Bonds due
     08/01/2017- Ba1; moved to LGD4 56% from LGD3 49%

  -- CAD 8.5% Guaranteed Senior Unsecured Canadian Bonds due
     07/07/2014 -- Ba1; moved to LGD4 56% from LGD3 49%

  -- CAD 8% Guaranteed Senior Unsecured Canadian Bonds due
     04/08/2013 -- Ba1; moved to LGD4 56% from LGD3 49% *

  * Ratings likely to be Withdrawn

Viterra's SGL-2 rating, reflecting a good liquidity profile, is
indicative of the company's significant cash generating
capabilities, balanced by the high seasonal demands on working
capital for its grain handling and agriproducts businesses (over
75% of Viterra's agriproducts are delivered from April through
June).  Ongoing liquidity concerns for grain processors center on
volatility of crop and farm input pricing.  For example, a
significant increase in the cost of commodity grains can increase
the working capital burden for Viterra and other processors, and
these price movements will increase the cash requirements in
managing the business.  Viterra's liquidity is supported by its
sizeable cash and marketable securities of approximately
C$625 million as of the first quarter filings January 31, 2010.
Additionally, Moody's estimate that Viterra will only have
C$400 million drawn on the proposed C$1.6 billion global multi
currency credit facility at closing; the facility is used for
managing the seasonal swings in working capital.  Sustaining
capital spending for 2010 is estimated at C$220 million.  Viterra
does not pay a dividend on its common stock and the company
further benefits from having no near term maturities of its long-
term debt.

Moody's most recent announcements concerning the ratings for
Viterra was on January 25th, 2010, when Moody's confirmed ratings
concluding Moody's review as the company addressed a possible
covenant breach in a bank facility at ABB.

Viterra Inc., formerly known as Saskatchewan Wheat Pool Inc., is
headquartered in Regina, Saskatchewan, and is the largest grain
handler in Canada.  The Viterra entity was formed on May 29, 2007
after the acquisition of Agricore United by Saskatchewan Wheat
Pool.  Viterra operates through five business segments; Grain
Handling and Marketing, Agri-Products, Agri-Food Processing,
Livestock Feed and Services, and Financial Products, but derives
the majority of their income through the Grain Handling and
Marketing and Agri-Products business segment.  In September 2009
Viterra acquired ABB for A$1.6 billion (C$1.4 billion) with 50%
equity and 50% cash, adding global diversity, improved access to
Asia, and market share.  Revenues were C$7.0 billion for the 12
month period ending third-quarter January 31, 2010.


WALLACE TERRACE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Wallace Terrace Apartments Limited Ptnr
        336 Orange Street
        Charlotte, NC 28205

Bankruptcy Case No.: 10-31248

Chapter 11 Petition Date: May 3, 2010

Court: U.S. Bankruptcy Court
Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  E-mail: rmmatty@mitchellculp.com

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

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

According to the schedules, the Company says that assets total
$1,800,000 while debts total $1,532,420.

There are no entries in the list of creditors filed together with
its petition.

The petition was signed by Elbie Dewitt Wallace, Jr., member
manager.


WILMINGTON ON DREXEL: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Wilmington on Drexel LLC
        Wilmington on Drexel LLC
        c/o Don S. Schein
        2241 West Howard Street
        Chicago, IL 60645

Bankruptcy Case No.: 10-20181

Chapter 11 Petition Date: May 3, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Michael I. White, Esq.
                  20 North Clark Street, Suite 1650
                  Chicago, IL 60602-5001
                  Tel: (312) 236-4544
                  Fax: (312) 236-0182
                  E-mail: mwhit1967@aol.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb10-20181.pdf

The petition was signed by Don S. Schein, member of LLC.


YRC WORLDWIDE: Says Relief From 2011 Pension Costs "Is Critical"
----------------------------------------------------------------
Bob Sechler at Dow Jones Newswires reports that YRC Worldwide
Inc., which brushed with insolvency in December 2009, said relief
from potentially large pension expenses in 2011 is critical.
According to Dow Jones, Chief Executive Bill Zollars said YRC will
be negotiating with its lenders and its multiemployer pension
funds over the coming months, and he voiced optimism that relief
will be provided by recently introduced federal legislation
involving multiemployer pension funds.

The numbers "are pretty daunting," Mr. Zollars said in a post-
earnings interview, according to Dow Jones, although he added that
"we fully expect to come up with a solution for 2011 before we get
there."

According to Dow Jones, the proposed legislation would assist
companies like YRC, which have had to take on pension liabilities
for retirees who never worked for them but whose former employers
have failed.  YRC estimates that about 40% of its pension costs
fall under that category.

YRC won substantial concessions over the past 18 months -- from
lenders and employees -- amid its dramatic efforts to stay afloat.
Among them, it was able to defer about $155 million in pension
obligations, as well avoid paying an additional $300 million or so
entirely.

Dow Jones notes those agreements come to an end at the close of
2010.  Dow Jones relates YRC estimates its pension costs at $25
million to $30 million a month next year, unless it gets some
relief.  It also will owe interest on its deferred-pension
obligations, as well as the deferred payments.

On Tuesday, YRC reported a net loss of $274.138 million for the
three months ended March 31, 2010, from a net loss of $273.782
million for the same period in 2009.  Operating Revenue was $1.063
billion for the three months ended March 31, 2010, from $1.502
billion for the same period in 2009.

At March 31, 2010, the Company had $2.919 billion in total assets
against total current liabilities of $1.202 billion; long-term
debt, less current portion of $948.864 million; deferred income
taxes, net of $145.751 million; pension and post retirement of
$353.398 million; and claims and other liabilities of $373.243
million; resulting in shareholders' deficit of $104.944 million.

                        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.

                          *     *     *

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.


* Corporate Credit Risk Index Rises to Highest in Almost 3 Months
-----------------------------------------------------------------
The cost to protect against defaults on U.S. corporate bonds rose
to the highest in almost three months, Carla Main at Bloomberg
News reported, citing a trading in a benchmark credit derivatives
index.

According to the report, CMA DataVision prices showed that the
Markit CDX North America Investment Grade Index, which typically
rises as investor confidence deteriorates, rose to the highest
since Feb. 10.


* Canadian Bankruptcies Rise 8.2% in February 2010
--------------------------------------------------
Canadian bankruptcies rose 8.2% in February from the month before,
the country's bankruptcy superintendent reported on its Web site,
according to Bloomberg News.  The number of bankruptcies filed by
consumers and businesses advanced to 7,952 in February. From a
year ago, they fell 16%.


* U.S. Senate Approves 'Too Big To Fail' Compromise
---------------------------------------------------
Bankruptcy Law360 reports that the U.S. Senate began work on a
series of amendments to financial regulatory reform legislation on
Wednesday, voting 93-5 to approve a measure from Sens. Christopher
Dodd, D-Conn., and Richard Shelby, R-Ala., that eliminates a
$50 billion resolution authority fund to wind down failing firms.

After breaking through a partisan deadlock that delayed votes from
starting earlier this week, senators gave their overwhelming
approval to the Dodd-Shelby amendment, along with several other
measures, Law360 says.


* Alan Feld Joins Sheppard Mullin
---------------------------------
Alan M. Feld has joined the Los Angeles/Downtown office of
Sheppard, Mullin, Richter & Hampton LLP as a partner in the firm's
Finance and Bankruptcy practice group.  Feld most recently
practiced at Manatt, Phelps & Philips in Los Angeles, where he co-
chaired the firm's Bankruptcy & Financial Restructuring practice
group.

Feld's practice focuses on both international and domestic
bankruptcy, business reorganizations and workouts involving
complex collateral packages and multiple jurisdictions.  He
represents bondholders, lenders, servicers and other creditors in
connection with bankruptcy and financial restructuring matters of
all types.  Feld's experience includes a wide breadth of out of
court restructurings as well as complex Chapter 11 proceedings.
His bankruptcy expertise ranges from DIP financings and section
363 asset sales to confirmation proceedings related plan
litigation.

Feld has particular expertise in cross-border restructuring and
insolvency issues.  He has significant experience representing the
creditors of publicly traded foreign entities with U.S. dollar
denominated debt.  Feld focuses much of his practice in the
emerging markets with particular emphasis on Latin America.  He
typically represents ad hoc committees of bondholders and other
creditors in the restructuring of emerging market entities that
have securities that are publicly traded in the United States.

"Alan is a first-rate bankruptcy attorney and an excellent fit
with our Finance and Bankruptcy practice group.  His expertise in
cross-border restructuring matters, real estate secured creditor
work and representation of investors in technology companies
dovetails well with the firm's international practice, New York
and Silicon Valley offices, and premier California real estate
practice," said Guy N. Halgren, chairman of the firm.

"I look forward to joining Sheppard Mullin, a top-notch full
service firm with a strong bankruptcy practice both in California
and in New York," Feld commented. "I am also impressed with the
firm's international and real estate practices, and firm
management's dedication to growing these areas even further.  I'm
excited to be part of a partnership that values teamwork and
fosters collegiality, both within practice groups and across
practice areas."

In addition to his international practice, Feld has particular
expertise in the representation of lenders and other creditors in
the restructuring of borrowers in crisis situations.  Such matters
typically involve debt secured by volatile assets (comprised of
complex and often fragile collateral packages) at risk of
precipitous devaluation.  These matters frequently involve
numerous third parties (such as franchisors or contractual
counterparties) that may hold the key to a lender's potential
recovery.

Feld received a J.D. from University of Southern California Law
School in 1991 and a B.A. from Williams College in 1987.

Sheppard Mullin has 200 attorneys based in its Los Angeles
offices. The firm's Finance and Bankruptcy practice group includes
70 attorneys firmwide.

        About Sheppard, Mullin, Richter & Hampton LLP

About Sheppard, Mullin, Richter & Hampton LLP is a full service
AmLaw 100 firm with 550 attorneys in 11 offices located in the
United States and Asia.  Since 1927, companies have turned to
Sheppard Mullin to handle corporate and technology matters, high
stakes litigation and complex financial transactions. In the U.S.,
the firm's clients include more than half of the Fortune 100.


* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers
               Into Winners!
--------------------------------------------------------------
Author:  Donald B. Bibeault
Publisher: Beard Books
Softcover: 424 pages
List Price: $34.95

Corporate Turnaround offers, claims the author, a "four-pronged
approach" to taking the "mystery out of turnaround management."
One of the prongs -- Mr. Biebeault's personal experiences -- is
complemented with another prong -- interviews with sixteen top
turnaround specialists.  Together, they bring forth the drama and
the stakes of turnarounds.  The other two prongs -- surveys of
eighty-one corporate presidents and the author's exhaustive
research (400 references in all, taken from books, periodicals,
and scholarly writings) -- lend a great deal of substance and
authority to the book's subject matter.  This variety of material
greatly enriches the book, which is perhaps more relevant today
than it was in 1982 when it was first published.

Identifying the underlying causes for failure can be a futile
chicken-and-egg pursuit.  "Businesses decline for both
uncontrollable external reasons and for controllable internal
reasons," says Mr. Bibeault.  Nonetheless, Mr. Bibeault adds that
"[i]n most cases . . . business problems are internally
generated."  As one of his sources explains, managing a company is
like piloting a ship.  "If the ship is in good condition and the
captain is competent, it is almost impossible for it to be sunk by
a wave or a succession of waves."  A competent captain with a ship
in good condition can even bring it through a storm.

The manager of a company is different from the captain of a ship,
however, in that the manager not only has to pilot the company,
but is also responsible for its condition.  The central challenge
for a manager is to ensure that the company is structurally solid,
operationally relevant, efficient, and adaptable to be able to
weather any conditions the company might encounter.  Even though,
as Bibeault maintains, in practically all cases business problems
are internally generated, this does not rule out having to heed
external conditions.  External economic, political, or market
conditions expose and exacerbate a company's internal weaknesses.
"Management is not always able to deal with outside forces, even
when they can see them gathering."  A manager can be effective,
however, in "getting a company into a posture, both from a
marketing and financial point of view, where it can resist normal
business hazards and other more serious external challenges."  In
such circumstances, a turnaround may be a company's only hope for
survival, and the abilities of a turnaround manager are required.

Bibeault describes such managers as "the George Pattons of the
business world."  "They don't have a lot of friends, they're not
social successes, they're just known as blood-and-guts guys," is
the way one corporate executive puts it; a description repeated in
different words by other experienced businesspersons Bibeault
consulted.

In Corporate Turnaround, Bibeault explores every facet of a
turnaround.  The causes of a company's decline are followed with a
thorough consideration of the management basics in effecting a
turnaround.  The book also examines the attributes of the
turnaround manager and offers specific pragmatic steps for getting
on the path to recovery.  Lastly, Corporate Turnaround offers an
overall strategy.  The book is not only informative about the
crucial subject of corporate turnaround, but also a manual for
managing one.

Bibeault has worked on turnarounds of distressed companies for
over 25 years in addition to holding top executive positions in a
number of corporations.  He also holds advisory or governing board
positions with different universities and business groups.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***