TCR_Public/100510.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 10, 2010, Vol. 14, No. 128

                            Headlines

1ST PACIFIC BANK: Closed; City National Bank Assumes All Deposits
24 HOUR FITNESS: Bank Debt Trades at 3% Off in Secondary Market
ABITIBIBOWATER INC: Proposes to Pay Steelworkers Advisors' Fees
ABITIBIBOWATER INC: Monitor Reports on Closed Mills' Sale
ABITIBIBOWATER INC: ACI Wants to Sell Saguenay Mill Site

ACCESS BANK: Closed; PrinsBank Assumes All Deposits
ACCESS PHARMACEUTICALS: Delays Issuance of $25 Mil. in Securities
ALMATIS B.V.: Combined Hearing on Prepackaged Plan on July 19
ALMATIS B.V.: Wants to Access Lenders' Cash Collateral
ALMATIS B.V.: Junior Lenders Want to Have Own Valuation

AMERICAN INT'L: Dismisses Goldman Sachs as Adviser
AMERICAN MORTGAGE: Files Chapter 11 Plan of Reorganization
AMERICOLD WAREHOUSE: Moody's Withdraws 'B+' Corp. Credit Rating
ARLIE & COMPANY: Wants Until July 1 to Propose Chapter 11 Plan
ARNOLD RIFKING: Case Summary & 11 Largest Unsecured Creditors

ARTISTIC STONE: Case Summary & 20 Largest Unsecured Creditors
ASI TECHNOLOGY: Posts $22,044 Net Loss in Q2 Ended March 31
AVANI CAMPOS: Voluntary Chapter 11 Case Summary
AVAYA INC: Bank Debt Trades at 10% Off in Secondary Market
BANK OF BONIFAY: Closed; First Federal Assumes All Deposits

BEAZER HOMES: Posts $5.29-Mil. Profit for March 31 Quarter
BLUE AND WHITE: Voluntary Chapter 11 Case Summary
BOMBAY GRILL'S: Voluntary Chapter 11 Case Summary
BOZEL SA: Taps Damon Morey to Handle Reorganization Case
BOZEL SA: Court Schedules Meeting of Creditors for May 14

BURLINGTON COAT: Bank Debt Trades at 5% Off in Secondary Market
BUTTERMILK TOWNE: Asks for Court Okay to Use Cash Collateral
BUTTERMILK TOWNE: Section 341(a) Meeting Scheduled for May 18
BUTTERMILK TOWNE: Taps Taft Stettinius as Bankruptcy Counsel
CALIFORNIA HOUSING: S&P Keeps 'CCC-' Counterparty Credit Rating

CAPITAL GROWTH: Asset Purchase Deal with Global Telecom Lapses
CHARTER COMMS: Bank Debt Trades at 7% Off in Secondary Market
CHEMTURA CORP: Diacetyl Claimants Want Official Committee
CHEMTURA CORP: Wins Nod to Settle 2004 Securities Class Suit
CHEMTURA CORP: To Hold Estimation Hearing on Diacetyl Claims

CLAIRE'S STORES: Bank Debt Trades at 13% Off in Secondary Market
CLAUDIA RAFFONE: Case Summary & 20 Largest Unsecured Creditors
CLOROX COMPANY: Net Earnings Hike to $165MM in March 31 Quarter
CMP SUSQUEHANNA: Bank Debt Trades at 14% Off in Secondary Market
COMMUNITY HEALTH: Bank Debt Trades at 4% Off in Secondary Market

CONCORD CAMERA: Inks Purchase Deal with Citigroup Global
CORD BLOOD AMERICA: Amends Registration on Resale of 363MM Shares
CORRADI ARMS: Court to Consider Ch. 11 Case Dismissal on June 9
CPMR GROUP: Voluntary Chapter 11 Case Summary
CRESCENT RESOURCES: Debt Trades at 60% Off in Secondary Market

DELTA FINANCE: Appeals Court Favors Insurers Over Insurance Spat
E*TRADE FINANCIAL: Inks Underwriting Deal with Citadel, et al.
ELLIS JARMAN: Case Summary & 20 Largest Unsecured Creditors
EPLAN LLC: Voluntary Chapter 11 Case Summary
ERICKSON RETIREMENT: Exits Chapter 11 in Less Than 7 Months

ERICKSON RETIREMENT: M&T Wants to Preserve Const. Loan Claims
FAIRPOINT COMMS: Plan Gets Overwhelming Support From Creditors
FAIRPOINT COMMS: Various Parties File Objections to Plan
FAIRPOINT COMMS: Court Approves Settlement with Capgemini
FEDDERS CORP: Home Depot Tries to Block Old Docs. Destruction

FORD MOTOR: Bank Debt Trades at 4% Off in Secondary Market
FREESCALE SEMICON: Bank Debt Trades at 6% Off in Secondary Market
FX LUXURY: Proposes Auction without Stalking Horse Bidder
FX LUXURY: Court OKs Termination of Receiver's Authority
GAMES MERGER: Moody's Assigns Corporate Family Rating at 'B2'

GENERAL GROWTH: Court Declares Brookfield as Lead Bidder
GENOIL INC: Posts C$5.1 Million Net Loss for 2009
GHOST TOWN: Court OKs Park Sale to American Heritage for $7.5MM
GUITAR CENTER: Bank Debt Trades at 7% Off in Secondary Market
GRAY COMMS: Bank Debt Trades at 3% Off in Secondary Market

HARBORWALK LP: Files New Schedules of Assets and Liabilities
HARBORWALK LP: Wants Plan Exclusivity Until July 23
HAWKER BEECHCRAFT: Swings to $63.4MM Net Loss for March 28 Quarter
HAWKER BEECHCRAFT: Bank Debt Trades at 15% Off in Secondary Market
HCA INC: Bank Debt Trades at 4% Off in Secondary Market

HEALTH NET: Region Contract Renewal Cues Fitch's Evolving Watch
HERTZ CORP: Bank Debt Trades at 2% Off in Secondary Market
IKARIA ACQUISITION: S&P Raises Rating on Senior Bank Loan to 'BB'
IMG WORLDWIDE: Moody's Assigns 'B2' Corporate Family Rating
IMG WORLDWIDE: S&P Assigns Corporate Credit Rating at 'B'

JETBLUE AIRWAYS: Files Form 10-Q for First Quarter of 2010
JEVIC TRANSPORTATION: Wants Access to Cash Collateral
IMG WORLDWIDE: Moody's Assigns 'B2' Corporate Family Rating
IMG WORLDWIDE: S&P Assigns Corporate Credit Rating at 'B'
JOSHUA FARMER: Court Transfers Case to Charlotte Division

LA TANYA GREENAWAY-SHARP: Case Summary & Creditors List
LAKEVIEW MRI: Case Summary & 3 Largest Unsecured Creditors
LANDRY'S RESTAURANT: Privatization Cues Moody's 'B2' Rating Review
LAS VEGAS SANDS: Bank Debt Trades at 7% Off in Secondary Market
LEHMAN BROTHERS: DTCC Silent on Barclays-Lehman Deal Pressure

LIBERTY LIGHTHOUSE: Fitch Withdraws 'BB' Rating on Medium Notes
LORRAINE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
LOUISIANA PUBLIC: S&P Reinstates 'BB' Rating With Positive Outlook
MAGIC BRANDS: Proposes Tavistock-Led Auction for Assets
MAGUIRE PROPERTIES: Registers 6,674,573 Shares for Resale

MCGRATH'S PUBLICK: Unsecureds to Get 60% of Annual Net Cash Flow
MERCER INT'L: Posts EUR11.2-Mil. Net Loss for March 31 Quarter
MERCER INTERNATIONAL: S&P Raises Corporate Credit Rating to 'B-'
MERIDIAN RESOURCE: Shareholders' Meeting on Merger Today
MERUELO MADDUX: Watermarke Buys Apartment Tower for $109 Million

METRO-GOLDWYN-MAYER: In Talks with Creditors to Extend Waiver
METRO-GOLDWYN-MAYER: Debt Trades at 55% Off in Secondary Market
MICHAELS STORES: Bank Debt Trades at 5% Off in Secondary Market
MOMENTIVE PERFORMANCE: S. Sedita Resigns as Board Member
MPG GATEWAY: Files Schedules of Assets and Liabilities

MPG GATEWAY: Has Until June 28 to File Plan of Reorganization
MPM TECHNOLOGIES: Unit Inks Joint Venture Deal with Forbes
MTI TECHNOLOGY: Fine Tunes Disclosure Statement
NEIMAN MARCUS: Bank Debt Trades at 5% Off in Secondary Market
NORD RESOURCES: Faces Thursday Deadline to Pay $2.9MM to Nedbank

OSI RESTAURANT: Bank Debt Trades at 10% Off in Secondary Market
PAJAAMCO FAMILY: Can Sell Family Recreation & Aquatic Center
PANAMSAT CORP: Bank Debt Trades at 3% Off in Secondary Market
PENSKE AUTOMOTIVE: Moody's Assigns 'B2' Corporate Family Rating
PENSKE AUTOMOTIVE: S&P Assigns 'B-' Rating on $200 Mil. Notes

QUAKER AMERICAN: Voluntary Chapter 11 Case Summary
R.D.T. ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
RADIAN GUARANTY: Moody's Affirms 'Ba3' Insurance Strength Rating
RADIENT PHARMACEUTICALS: ISP Holdings Holds 9.99% of Common Stock
RADIENT PHARMACEUTICALS: Issues $685,170 in Convertible Notes

RADIENT PHARMACEUTICALS: Capital Ventures Reports 5.1% Stake
RCN CORPORATION: Moody's Assigns 'B2' Rating on $25 Mil. Loan
RCN CORP: S&P Assigns Corporate Credit Rating at 'B'
REALOGY CORP: Files Form 10-Q for March 31 Quarter
REDDY ICE: Stockholders Approve Election of Seven Directors

REGAL CINEMAS: Moody's Rates $1.335 Bil. Bank Facilities at 'Ba3'
REGAL CINEMAS: S&P Assigns 'BB-' Rating on $1.335 Bil. Notes
RESPONSE BIOMEDICAL: Posts C$2.7 Million in Q1 2010
ROBERT FOLEY, JR.: Voluntary Chapter 11 Case Summary
RYLAND GROUP: Divulges Results of Purchase of $300MM Sr. Notes

RYLAND GROUP: Nine Directors Re-Elected at Shareholders Meet
SAINT VINCENTS: Proposes Sell Hospice Services for $9MM to VNS
SAINT VINCENTS: Sun Life Opposes Terms of DIP Financing
SAINT VINCENTS: Schedules and Statements Due June 1
SAINT VINCENTS: Insists on Hospitals Closure Plan

SERVICE MASTER: Bank Debt Trades at 5% Off in Secondary Market
SIKESTON OUTLET: Case Summary & 5 Largest Unsecured Creditors
SIMON WORLDWIDE: Everest Fund Dumps All Shares
SN GROUP: Case Summary & 5 Largest Unsecured Creditors
SOUTH BAY EXPRESSWAY: Files Schedules of Assets and Liabilities

SOUTH BAY EXPRESSWAY: Calif. Transport Files Schedules & Statement
SOUTH BAY EXPRESSWAY: To Go After Toll Evaders
STANDARD PACIFIC: Closes $300 Million Senior Notes Offering
STARPOINTE ADERRA: Can Sell Condominium Unit for $225,000
STARPOINTE ADERRA: To Pay Unsecured Claims Over 5 Years

STRIKEFORCE TECH: Dec. 31 Balance Sheet Upside-Down by $8.1MM
SUNRISE SENIOR: Posts $15.5 Million Net Loss in Q1 2010
SUNRISE SENIOR: Settles with Barlacys Bank over Release of Claims
SYDNEY RETAIL: Case Summary & 20 Largest Unsecured Creditors
TOWNE BANK OF ARIZONA: Closed; Commerce Bank Assumes All Deposits

TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
TRW AUTOMOTIVE: $204 Mil. Income Supports Moody's 'B2' Rating
TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB-'
UNISYS CORP: Bid to Increase Directors' Retirement Age Rejected
UNITED AIR LINES: Bank Debt Trades at 8% Off in Secondary Market

US FOODSERVICE: Bank Debt Trades at 11% Off in Secondary Market
VEBLEN WEST: Files Schedules of Assets and Liabilities
VEBLEN WEST: AgStar, et al., Want Chapter 11 Trustee Appointed
WELCOME HOTEL: Voluntary Chapter 11 Case Summary
WORLD COLOR: S&P Keeps 'B+' Long-Term Corporate Credit Rating

WURZBURG INC: Federal Judge Approves $7.5 Million Sale Deal
YANKEE CABLE: Moody's Assigns 'B1' Rating on $40 Mil. Notes
YOUNG BROADCASTING: Creditors Seek to Hold Off Plan Confirmation
ZALE CORP: Citibank to Terminate Merchant Service Agreement

* Manatt Bankruptcy Co-Chair Joins Sheppard Mullin

* BOND PRICING -- For Week From May 3 to May 7, 2010


                            *********


1ST PACIFIC BANK: Closed; City National Bank Assumes All Deposits
-----------------------------------------------------------------
1st Pacific Bank of California in San Diego, Calif., was closed on
Friday, May 7, 2010, by the California Department of Financial
Institutions, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with City
National Bank of Los Angeles, Calif., to assume all of the
deposits of 1st Pacific Bank of California.

The six branches of 1st Pacific Bank of California will reopen
during normal business hours as branches of City National Bank.
Depositors of 1st Pacific Bank of California will automatically
become depositors of City National Bank.  Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance coverage.  Customers should continue to use their
existing branch until they receive notice from City National Bank
that it has completed systems changes to allow other City National
Bank branches to process their accounts as well.

As of March 31, 2010, 1st Pacific Bank of California had around
$335.8 million in total assets and $291.2 million in total
deposits.  City National Bank will pay the FDIC a premium of 1.62
percent to assume all of the deposits of 1st Pacific Bank of
California.  In addition to assuming all of the deposits of the
failed bank, City National Bank agreed to purchase essentially all
of the assets.

The FDIC and City National Bank entered into a loss-share
transaction on $275.7 million of 1st Pacific Bank of California's
assets.  City National Bank will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-674-8944.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/1stpacific.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $87.7 million.  City National Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  1st Pacific Bank of California is
the 68th FDIC-insured institution to fail in the nation this year,
and the fifth in California.  The last FDIC-insured institution
closed in the state was Innovative Bank, Oakland, on April 16,
2010.


24 HOUR FITNESS: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which 24 Hour Fitness is
a borrower traded in the secondary market at 97.12 cents-on-the-
dollar during the week ended Friday, May 7, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.96 percentage points
from the previous week, The Journal relates.  The Company pays 475
basis points above LIBOR to borrow under the facility.  The bank
loan matures on April 20, 2016, and carries Moody's Ba2 rating and
Standard & Poor's B+ rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About 24 Hour Fitness

24 Hour Fitness is the largest owner and operator of fitness clubs
in the United States.  Reported revenues were $1.3 billion.

At the end of March 2010, Standard & Poor's assigned 24 Hour
Fitness' proposed $675 million senior secured credit agreement its
issue-level rating of 'B+' (one notch above S&P's 'B' corporate
credit rating on the Company).  S&P also assigned this proposed
debt issue a recovery rating of '2', indicating S&P's expectation
of substantial (70%-90%) recovery for lenders in the event of a
payment default.

Moody's Investors Service assigned a 'Ba2' rating to the proposed
$675 million senior secured credit facility of 24 Hour Fitness and
affirmed the 'B2' Corporate Family Rating.  The rating outlook
remains negative.


ABITIBIBOWATER INC: Proposes to Pay Steelworkers Advisors' Fees
---------------------------------------------------------------
AbitibiBowater Inc. and its U.S. affiliates seek permission from
the Court to pay certain professional fees and expenses incurred
by the United Steelworkers in connection with the Debtors'
bankruptcy cases. Specifically, the Debtors propose to pay the
fees and expenses of the union's legal, actuarial, financial,
investment banking and other professionals and consultants,
pursuant to the terms of a Memorandum of Understanding between the
Debtors and the USW.  The Debtors note that they won't be a party
to any engagement or agreement between the union and any outside
consultant, nor will they assume any obligations or liabilities
arising as a result of the engagement.

The Debtors said the Official Committee of Unsecured Creditors
supports their request.

Approximately 7% of the Company's employees are represented by
bargaining units.  The USW predominantly represents the Debtors'
unionized employees in the United States.

The USW has hired, among others, investment banking firm Potok
and Co.  The USW also has hired Cohen Weiss and Simon LLP and The
Segal Company.

The Debtors tell the Court the outside consultants will
facilitate their ability to engage in meaningful negotiations and
discussions with the USW regarding the Company's operational and
financial restructuring, including as necessary, proposals to
modify the terms of its collective bargaining agreements made by
the Company in connection with its business plan and emergence
strategy.

Pursuant to the MOU, the outside consultant fees and expenses
will be subject to an overall cap of $50,000 for the investment
banker and an overall cap of $250,000 for the other outside
consultants.

The USW, however, may seek to pay a success fee for Potok in
appropriate circumstances.

The fees are subject to review by the Debtors, the counsel to the
Creditors Committee, and the U.S. Trustee.

                      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: Monitor Reports on Closed Mills' Sale
---------------------------------------------------------
In its 38th Monitor Report dated April 24, 2010, Ernst & Young,
Inc., as monitor of the CCAA Proceedings, described the sale
process the Canadian Debtors undertook to market the Closed
Mills.

The Monitor said it received bids for the Closed Mills from
American Iron, Arctic and a certain third bidder.

The Third Bidder' offer remained the highest, but it was unable
to satisfy the Canadian Debtors and the Monitor with respect to
its ability to (i) secure financing to complete the transaction,
(ii) assume the Canadian Debtors' environmental liabilities, and
(iii) close in a manner consistent with the Canadian Debtors'
reorganization timetable.

American Iron and Arctic submitted several revised bids, which
essentially increased the offers for the Closed Mills.

The Monitor sought proof from Arctic of its ability to fund the
transaction.  Arctic provided the Monitor with an agreement dated
March 31, 2010, with a third party on the sale of scrap metal
from the Closed Mills based on 93% of the market price for scrap
that noted that the third party would pay Arctic in weekly
installments based on the shipments of scrap from the Closed
Mills.  The Monitor said Arctic's description of the back-to-back
commercial agreement did not satisfy it of Arctic's ability to
pay the proposed C$22.1 million due on closing.  Moreover, the
deal didn't adequately demonstrate that Arctic would have the
funding to fund future environmental obligations, if any, related
to the Mills, the Monitor noted.

Accordingly, the Canadian Debtors determined, with the Monitor's
concurrence, that American Iron's bid, which was not contingent
on any third party financing, remained the best offer.

The 38th Monitor Report also reflects the salient terms of the
proposed sale of the Closed Mills, which includes:

  * The purchase price is C$8.8 million, of which C$100,000 has
    been allocated to the Fort William Mill and C$2.9 million
    has been allocated to each of the Beaupre Mill, the
    Donnacona Mill and the Dalhousie Mill;

  * The purchase price may be adjusted for 40% of the future
    sales proceeds of paper machines by the Purchaser to third
    parties; and

  * The Purchaser has guaranteed that the Debtors will receive
    at least C$5 million within 90 days of the closing of the
    Transaction with respect to the paper machines.

The Monitor also described a land swap deal in relation to the
sale of the Closed Mills.  The Swap Agreement provides for the
transfer of a portion of vacant land adjacent to the Fort William
Mill site from Abitibi-Consolidated Inc. to Fort William First
Nation Development Corp. in exchange for the transfer of an
approximately equal sized parcel or real property from First
Nation to ACI.  The Land Swap is to ensure that the Purchaser is
provided with road access to the site after the proposed
transaction is completed.  It will also ensure that ACI retains
access to its landfill lands that are currently part of the Fort
William Mill site.

                   Monitor's Recommendation

The Monitor believes that the Debtors acted in a fair and
reasonable manner throughout the sale process.  Accordingly, the
Monitor supports the Debtors' selection of American Iron's offer,
emphasizing that American Iron did not have any financing
conditions in its offer; provided satisfactory evidence of its
ability to close the transaction; confirmed that no further
diligence is required; and entered an APA that provides for
potential sharing of proceeds from the sale of paper machines at
the Closed Mills.

The Monitor also recommends approval of the associated Land Swap
Agreement with First Nation.


                         *     *     *

Mr. Justice Clement Gascon entered a vesting order on May 3,
2010, authorizing ACI to enter into the Land Swap Agreement.

                      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: ACI Wants to Sell Saguenay Mill Site
--------------------------------------------------------
Abitibi-Consolidated Inc. owned and operated the Port Alfred pulp
and paper mills located in Saguenay, Quebec.  The Port Alfred
mill was closed in 2005 due to market conditions and the
demolition of the mill was completed in 2008.

Accordingly, the CCAA Applicants seek permission from the
Canadian Court to complete the sale of the Saguenay Property to
Rio Tinto Alcan Inc.

The Applicants relate that they engaged in discussions with the
city of Saguenay and other local groups that they believe could
have an interest in the Property.  However, since the closure of
the Mill, the Applicants received only one commercially
reasonable offer for the Property.

The Applicants propose to sell the Saguenay Property, which is
approximately 35% of the real property of the former mill site,
for $500,000.

Under its 38th Report, Ernst & Young, the Monitor of the
Applicant's CCAA proceedings, noted its support of the
Applicants' intention.  The Monitor averred that the Transaction
reflects fair market value under current market conditions.

                      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).


ACCESS BANK: Closed; PrinsBank Assumes All Deposits
---------------------------------------------------
Access Bank of Champlin, Minn., was closed on Friday, May 7, 2010,
by the Minnesota Department of Commerce, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with PrinsBank of Prinsburg, Minn., to assume all of the
deposits of Access Bank.

The two branches of Access Bank will reopen during normal business
hours as branches of PrinsBank.  Depositors of Access Bank will
automatically become depositors of PrinsBank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branch until they receive notice from PrinsBank
that it has completed systems changes to allow other PrinsBank
branches to process their accounts as well.

As of March 31, 2010, Access Bank had around $32.0 million in
total assets and $32.0 million in total deposits.  PrinsBank will
pay the FDIC a premium of 0.02 percent to assume all of the
deposits of Access Bank.  In addition to assuming all of the
deposits of the failed bank, PrinsBank agreed to purchase
essentially all of the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-954-9531.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/accessbank.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $5.5 million.  PrinsBank's acquisition of all the deposits
was the "least costly" resolution for the FDIC's DIF compared to
all alternatives.  Access Bank is the 66th FDIC-insured
institution to fail in the nation this year, and the fifth in
Minnesota.  The last FDIC-insured institution closed in the state
was State Bank of Aurora, Aurora, on March 19, 2010.



ACCESS PHARMACEUTICALS: Delays Issuance of $25 Mil. in Securities
-----------------------------------------------------------------
Access Pharmaceuticals, Inc., is delaying a plan to issue
$25,000,000 in securities.  Pursuant to a Form S-1 Registration
Statement under the Securities Act of 1933 filed with the
Securities and Exchange Commission, the Company may issue Units,
Common Stock included in the Units, Warrants included in the
Units, Common Stock issuable upon exercise of the warrants
included in the Units, Warrants issued to placement agent, Common
Stock issuable upon exercise of placement agent warrants, or
Series A Junior Participating Preferred Stock Purchase Rights.

A full-text copy of the Company's registration statement is
available at no charge at http://ResearchArchives.com/t/s?619e

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing a range of pharmaceutical products
primarily based upon the Company's nanopolymer chemistry
technologies and other drug delivery technologies.  The Company
currently has one approved product, one product candidate at Phase
3 of clinical development, three product candidates in Phase 2 of
clinical development and other product candidates in pre-clinical
development.

At December 31, 2009, the Company's balance sheet showed
$1,583,000 in total assets and $28,572,000 in total liabilities
for $26,989,000 in stockholders' deficit.

Whitely Penn LP of Dallas, Texas, expressed substantial doubt
against Access Pharmaceuticals' ability as a going concern.  The
firm reported that the Company has had recurring losses from
operations, negative cash flows from operating activities and has
an accumulated deficit.



ALMATIS B.V.: Combined Hearing on Prepackaged Plan on July 19
-------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on July 19, 2010, at
10:00 a.m. Prevailing U.S. Eastern Time, to simultaneously
consider confirmation of the Joint Prepackaged Reorganization
Plan of Almatis B.V. and its affiliated debtors, and the approval
of the Disclosure Statement explaining the Plan.

Creditors are given until July 2, 2010, to file their objections
to the approval of the Disclosure Statement and confirmation of
the Restructuring Plan.  Deadline for filing replies to any
objection asserted is July 9, 2010.

The Debtors earlier asked for a June 10, 2010 Combined Hearing.
But a group of junior lenders, led by Babson Capital Europe Ltd.,
sought to delay the hearing in light of its prior request to
conduct discovery from the Debtors and their advisers, Oaktree
Capital Management, Moelis & Company L.P. and some lenders.

The Junior Lenders seek an investigation so it could prepare its
own valuation of the Debtors' business.  Earlier, they questioned
the results of the valuation conducted by Moelis, which put the
value of the Debtors' business at $540 million.

Moelis' valuation forms the basis of the Debtors' restructuring
plan, which if confirmed by the Court, would allow Oaktree
Capital to own 80% of the Debtors after their emergence from
bankruptcy.

The Junior Lenders are represented by Michael Cook, Esq., at
Schulte Roth & Zabel LLP, in New York.

In a May 5, 2010 order, Judge Glenn also approved a process for
establishing the so-called "cure amounts" in connection with the
assumption of executory contracts and unexpired leases under the
Plan.

Under the process, the Debtors are required to serve a notice of
the assumption to non-debtor parties to the contracts and leases
at least 20 days before the July 19 hearing.

The non-debtor parties have until July 9, 2010, to file their
objections to the proposed contract assumption and to the cure
amount proposed by the Debtors.  Whether or not it has previously
filed a proof of claim, any party with objection to the cure
amount is required to file and serve a formal objection and
supporting documents.

If an objection is timely filed and the parties are unable to
resolve the objection, the Court will determine the cure amount
or adjudicate the objection at the July 19 hearing.  The parties
may opt for another hearing date upon agreement.  If no objection
is filed before the deadline, the counterparty to the contracts
or leases will be deemed to have consented to the proposed
assumption and will be barred from seeking additional amount.

The Court is also set to consider approval of the proposed plan
solicitation procedures at the July 19 hearing.

                        The Chapter 11 Plan

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

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

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

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

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

Almatis is indebted under these prepetition credit arrangements:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                      About Almatis Group

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

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

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


ALMATIS B.V.: Wants to Access Lenders' Cash Collateral
------------------------------------------------------
Almatis B.V. and its debtor affiliates sought and obtained on
May 5, 2010, interim authority from the U.S. Bankruptcy Court for
the Southern District of New York to continue to access the cash
collateral of their prepetition lenders in accordance with a
budget.

The May 5 ruling is the second interim cash collateral order
entered by Judge Glenn.

Judge Glenn entered the first interim cash collateral order on
April 30, 2010, granting the Debtors access to the Cash
Collateral up to a maximum of $5 million for the period from the
Petition Date through May 5, 2010.

The Debtors had approximately $42.8 million cash on hand as of
the Petition Date.  They forecast approximately $97.2 million of
receivables to be collected over the next 13 weeks.  The cash and
the receivables constitute Prepetition Collateral of the Lenders.

The Debtors asserted that they have an immediate and urgent
need for the use of the Cash Collateral to continue their
operations, to pay vendors to supply necessary goods and
services, to pay employees, to satisfy working capital and
operational needs and to fund their reorganization proceedings.

The Debtors have prepared a rolling 13-week cash flow statement
on a consolidated basis.  They believe that use of Cash
Collateral in accordance with the Budget will be adequate to fund
their operations and pay all administrative expenses during their
Chapter 11 cases.

A copy of the 13-week budget ending the week of July 16, 2010, is
available for free at:

  http://bankrupt.com/misc/ALMATIS_13WkBudget_EndJul16.pdf

The Debtors' cash is subject to security interests in favor of
their prepetition secured lenders.  As of April 6, 2010, the
Debtors' total consolidated bank debt was approximately $1.045
billion.  They are indebted under these prepetition credit
arrangements:

   First Lien Facilities                    $663.7 million
   Swap Agreements                           $17.4 million
   Letters of Credit                          $1.3 million
   Second Lien Facilities                     $7.7 million
   Mezzanine Credit Facility                $200.6 million
   Junior Mezzanine Credit Facility          $80.6 million
   Capitalized Finance Leases                 $7.8 million

                   Prepetition Debt Structure

Under the First Lien Facilities dated October 2007, UBS Limited,
as lead arranger and security trustee for certain lenders, lent
Almatis B.V., Almatis US Holdings Inc. and Almatis Holdings GmbH
about EUR286 million in Euro term loans and about $198 million in
U.S. dollar term loans, and made available up to $50 million
under two multi-currency credit facilities.

Oaktree Capital Management, L.P., is currently the largest single
holder of the debt issued under the First Lien Facilities.
Companies or funds owned or managed by Oaktree hold in the
aggregate about 46% of the debt.

The Debtors' Swap Agreements were with, among others, UBS
Affiliates and Commerzbank Aktiengesellschaft, where the Debtors'
obligations are related to the exercise of the early termination
provisions by non-Debtor parties or "hedge counterparties."

Under the Second Lien Subfacilities, UBS Limited, as security
trustee, and other lenders, lent the Debtors Euro term loans in
the principal amount of EUR52,086,951.

Under Mezzanine Credit Facility, UBS Limited, as security trustee
for certain lenders, extended to the Debtors two Euro-denominated
term loan facilities in the aggregate principal amount of
EUR121,536,218.

DIC Almatis Bidco B.V. is the borrower under a Junior Mezzanine
Facility dated November 2007, whereby UBS Limited and certain
lender parties extended a Euro-denominated term loan facility in
the principal amount of EUR41,699,560.

Obligations under the First Lien Facilities and the Swap
Agreements are secured by first priority security interests, on a
pari passu basis, on certain assets of the Debtors and first
priority security interests in the equity of certain subsidiaries
of DIC Almatis Bidco B.V. -- collectively referred to as the
"Prepetition Collateral."

As of April 30, 2010, the Debtors believe that the value of the
Prepetition Collateral is not sufficient to repay the Senior
Secured Debt in full and therefore, the Senior Secured Debt is
undersecured pursuant to Section 506 of the Bankruptcy Code.

Under a certain Intercreditor Agreement, the Debtors' obligations
under the Second Lien Facilities are secured by the Prepetition
Collateral on a second priority basis; the obligations under the
Mezzanine Credit Facility on a third priority basis; and the
obligations under the Junior Mezzanine Credit Facility on a
fourth priority basis.

Various LOCs or guarantees were caused by the Debtors to be
issued in favor of their creditors.

Under the capitalized finance leases, the Debtors lease certain
equipment.  The Finance Leases are not secured by the Cash
Collateral.

                       Adequate Protection

To the extent of diminution in value of the Prepetition Secured
Lenders' interest in the Prepetition Collateral, the Debtors are
providing them with adequate protection by affording them:

  (1) valid, perfected replacement liens pursuant to Section
      361(2) of the Bankruptcy Code on all property of the
      Debtors, excluding causes of action under Sections 502(d),
      544, 545, 547, 548, 550 and 553 of the Bankruptcy Code;
      and

  (2) claims entitled to superpriority administrative status in
      accordance with Section 507(b) of the Bankruptcy Code.

The Replacement Liens and the Superpriority Claims will be
subject to: (i) security and liens granted pursuant to a DIP
Financing, if any; (ii) security interests permitted under the
Senior Credit Facility; (iii) the payment of U.S. Trustee Fees,
pursuant to 28 U.S.C. Section 1930; (iv) Court-approved
reasonable expenses of members of any statutory committee
appointed in the Debtors' Cases in an aggregate amount not to
exceed $75,000; (v) all Court-approved unpaid fees and expenses
of professionals retained by the Debtors or a Committee pursuant
to Sections 327, 328, 330, 363, or 1103 of the Bankruptcy Code
that were incurred through the written notice of a 'Termination
Event'; (vi) after the date on which the Debtors receive from the
Security Trustee a written notice of a Termination Event, to the
extent allowed at any time, the payment of fees, expenses, and
taxes of Professional Persons in an aggregate amount not to
exceed $6,000,000; and (vii) after a conversion of any of these
Chapter 11 Cases to a case or cases under Chapter 7 of the
Bankruptcy Code, reasonable fees and expenses of the Chapter 7
trustee and its  counsel, in an amount not to exceed an
additional $100,000.

The Debtors believe that the value of the Prepetition Collateral
is not sufficient to pay any of the Second Lien Debt and
therefore, the Second Lien Debt and the Mezzanine Debt will be
treated as unsecured claims pursuant to Section 506 of the
Bankruptcy Code.  However, until that determination is made by
the Court, the Second Lien Lenders and the Mezzanine Lenders will
be afforded adequate protection.

                           Other Terms

The Debtors will use their commercially reasonable efforts to
retain Talbot Hughes McKillip LLP to provide financial advisory
services to the Debtors, including assisting the Debtors in
developing the budget.

The Debtors' use of the Cash Collateral is also conditioned on
the occurrence of certain events that might trigger the
termination of the cash collateral use.

                          Lenders React

Just before the Court entered the Second Interim Cash Collateral
Order, certain Second Lien Lenders, Mezzanine Lenders and Junior
Mezzanine Lenders argued that until the Court is given the
opportunity to make an informed decision on the value of the
Collateral, the Debtors should be precluded from favoring the
Senior Lenders at the expense of the Debtors' other Lenders.

The Objecting Second Lien Lenders include Jubilee CDO VIII B.V.;
CELF Loan Partners III PLC; Bacchus 2006-1 PLC; Bacchus 2006-2
PLC; Queen Street CLO I B.V.; Queen Street CLO II B.V.; Dryden
XIV - EURO CLO 2006 P.L.C.; Dryden IX - Senior Loan Fund 2005
P.L.C.; Dryden X - EURO CLO 2005 P.L.C..  The Objecting Mezzanine
Lenders include Jubilee CDO VIII B.V.; Shiofra 1 S.a.r.l.;
Shiofra 2 S.a.r.l.; Almack II Unleveraged SA; Cromarty CLO
Limited; Duchess III CDO S.A.; Duchess IV CLO B.V.; Duchess V
CLO B.V.; Duchess VI CLO B.V.; Duchess VII CLO B.V.; Fugu CLO
B.V.; Malin CLO B.V.; Mezzanine Finance Europe S.A.; Universal
Credit SA; Universal Credit SA; Bacchus 2006-2 PLC; Queen Street
CLO I B.V.; Queen Street CLO II B.V.; Legico S.a.r.l.; Quintus
European Mezzanine Fund S.a.r.l.; N M Rothschild & Sons Limited.
The Objecting Junior Mezzanine Lenders include Alcentra Mezzanine
No.1 S.a.r.l.; Alcentra Mezzanine QPAM S.a.r.l.; and Legico
S.a.r.l.

"The Debtors' assumption that the Senior Lenders are entitled to
adequate protection measures not proferred to their other secured
lenders is premature, if not wrong," Michael L. Cook, Esq., at
Schulte Roth & Zabel LLP, in New York, asserts, on behalf of the
Objecting Lenders.

Moreover, the Objecting Lenders believe that the Debtors' more
recent projections and valuations reflect a higher valuation of
the Collateral that that initially relied on by the Debtors.

The Objecting Lenders also believe that the Debtors have not met
their burden in proving that they will suffer "immediate and
irreparable harm" if all payments proposed in their 13-week cash
budget are not satisfied.

As a general matter, the Objecting Lenders do not object to, and
do not seek to enjoin, the Debtors' use of cash collateral as may
be needed to "keep the lights on."  However, the Objecting
Lenders are concerned that the papers, and in particular, the
Budget do not adequately detail the proposed payments and why
they are needed for that purpose, according to Mr. Cook.

                      Final DIP Hearing

The Court will convene a hearing on May 17, 2010, at 10:00 a.m.
Prevailing Eastern Time, to consider entry of a final cash
collateral order.

Parties-in-interest may file their objections to the request no
later than May 10.

A full-text copy of the Almatis Second Interim Cash Collateral
Order is available for free at:

    http://bankrupt.com/misc/ALMATIS_2ndIntCashCollORD.pdf

                      About Almatis Group

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

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

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


ALMATIS B.V.: Junior Lenders Want to Have Own Valuation
-------------------------------------------------------
A group of junior lenders seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to
investigate Almatis B.V. and its affiliated debtors in a bid to
come up with its own valuation of the Almatis business.

The move came after the financial advisory firm, Moelis &
Company, conducted a valuation of the Debtors' business in which
it put the value of the Almatis business at $540 million.  The
valuation forms the basis of the Debtors' prepackaged Chapter 11
plan that was filed earlier with the Court.

The group, led by Babson Capital Europe Ltd., questioned the
results of the valuation, believing that the Debtors' value is
more than the $540 million estimated by Moelis.

Michael Cook, Esq., at Schulte Roth & Zabel LLP, in New York --
michael.cook@srz.com -- said that the two valuations performed by
Moelis both fixed the value of the Debtors' business below the
amount of the senior debt.

"The revised Moelis valuation indicates an increase in the
midpoint valuation from the first Moelis valuation," Mr. Cook
said in court papers.  "This increase in value is reflective of
improved financial performance by the Debtors and increased
earnings projections, a trend that appears to be continuing."

The Junior Lenders want to access in particular the documents
concerning the valuation, the Debtors' restructuring plan, and
the disclosure statement describing the plan, among other
documents.  They also want to examine witnesses from the Debtors
and their proposed cash management adviser, Talbot Hughes &
McKillop LP, Oaktree Capital Management Ltd., Moelis, Close
Brothers Group plc and the First Lien Lenders.

Oaktree Capital is the largest of Almatis' senior lenders, owning
about 46% of its senior debt which includes a senior credit
facility in the sum of $681.1 million.

Oaktree Capital would own about 80% of the Debtors if the Court
confirms the current version of the Chapter 11 Plan the Debtors
proposed.  The Plan would more than halve the Debtors' debts to
about $422 million, with senior lenders, which are owed of the
$681.1 million, being offered options under the Plan.

Oaktree, however, could only achieve its goal to get a
controlling interest in the equity of reorganized Almatis if the
value of the Debtors' businesses falls well below the total
outstanding amount of the senior credit facility, according to
Mr. Cook.

The Junior Lenders opposes the Restructuring Plan as it would
wipe out the claims of more subordinated mezzanine and second-
lien lenders as well as the equity stake of Dubai International
Capital.

DIC, which bought the Almatis business in 2007, earlier offered a
proposal providing payment in full to the senior lenders and
recovery in the form of new notes and equity to the more
subordinated mezzanine and second-lien lenders.  The Debtors,
however, "walked away" from the proposal and filed for bankruptcy
protection at Oaktree Capital's insistence, according to Mr.
Cook.

The Junior Lenders' request drew flak from the Debtors, which
described the proposed investigation as broad.  The Debtors
argued that the request must be subject to a more limited
discovery.

Representatives of the Debtors and the Junior Lenders met on
May 3, 2010, to discuss about the proposed investigation.  No
agreement, however, was reached on the scope of the investigation
after the Junior Lenders refused to limit their request.

The Junior Lenders are also seeking an order shortening the
notice period and setting their discovery request for an
expedited hearing  In a declaration filed with the Court, Mr.
Cook emphasized that any delay would prevent interested parties
from effectively protecting their interests in the Debtors' cases
in light of the aggressive schedule Oaktree is imposing in
prosecuting the Debtors' cases.

                      About Almatis Group

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

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

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



AMERICAN INT'L: Dismisses Goldman Sachs as Adviser
--------------------------------------------------
Louise Story and Eric Dash at The New York Times report that
American International Group has replaced Goldman Sachs as its
main corporate adviser, according to three people with knowledge
of the matter, which was not intended to be public.  AIG had
planned to retain Goldman Sachs to help reorganize its businesses.

The report says AIG is turning to Citigroup and Bank of America.

The report says AIG's move is the first in what some analysts warn
could be a series of defections among Goldman's clients after
accusations -- vigorously denied by Goldman -- that it defrauded
customers in a complex mortgage investment.  A Goldman spokesman
declined to comment.

According to the NY Times, people with knowledge of the situation
said AIG met with its two new advisers on Thursday.  AIG intends
to sell off parts of its business to repay government bailout
money while still preserving valuable units that will be part of a
surviving company.

                            About AIG

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

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

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


AMERICAN MORTGAGE: Files Chapter 11 Plan of Reorganization
----------------------------------------------------------

American Mortgage Acceptance Company has filed a Plan of
Reorganization and disclosure statement with the U.S. Bankruptcy
Court for the Southern District of New York.

Under the Plan, the Debtor will transfer certain assets to Taberna
Preferred Funding I, Ltd., in satisfaction of Taberna's claims
against the Debtor.  The old common stock of the Debtor will be
cancelled, and the reorganized Debtor will issue the new common
stock to C-III Capital Partners LLC in satisfaction of C-III's
Claims against the Debtor.  Any administrative claims, allowed tax
claims, allowed priority non-tax claims and allowed unsecured
claims other than he claims of C-III and Taberna will be paid in
full under the Plan.  Holders of equity interests will receive no
distribution under the Plan.  Equity interests will be cancelled.
The Debtor will maintain REIT status, and as soon as practicable
after the effective date the Debtor will issue the new preferred
shares to raise capital to fund ongoing operations.

The Debtor believes that the only real alternative to the Plan is
the conversion of the Debtor's Chapter 11 case to Chapter 7, which
the Debtor believes would be more expensive and less efficient
than the reorganization proposed by the Plan, and that creditors
would receive less in a Chapter 7 case than they will receive
under the Plan.

Copies of the Plan and disclosure statement are available for free
at:

       http://bankrupt.com/misc/AMERICAN_MORTGAGE_plan.pdf
       http://bankrupt.com/misc/AMERICAN_MORTGAGE_ds.pdf

                     Treatment of Claims

With respect to classified claims:

     Classification                             Treatment
     --------------                             ---------
A. Class 1 - Allowed Priority
   Non-Tax Claims.                    Unimpaired; 100% Recovery

B. Class 2 - Allowed Unsecured        Impaired; Taberna to receive
   Claims of Taberna                  CMBS bonds KEYC 2007-SL1 D
                                      (CUSIP 49307RAF4), KEYC
                                      2007-SL1 E (CUSIP
                                      49307RAG2), KEYC 2007-SL1 F
                                      (CUSIP 49307RAH0), and
                                      $100,000

C. Class 3 - Allowed Unsecured        Impaired; C-III to receive
   Claims of C-III                    New Common Stock from the
                                      Reorganized Debtor

D. Class 4 - Allowed Unsecured        Unimpaired; 100% recovery;
   Claims                             Centerline/AMAC Manager Inc.
                                      and Centerline Servicing LLC
                                      won't receive any
                                      distribution under the Plan.

E. Class 5 - Allowed Equity           Impaired; Equity Interests
   Interests                          to be cancelled and deemed
                                      Extinguished; holders of
                                      Equity Interests to get no
                                      distribution and will retain
                                      no property under the Plan

                      About American Mortgage

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


AMERICOLD WAREHOUSE: Moody's Withdraws 'B+' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn all of its
ratings on Americold Warehouse Investment Portfolio LLC, including
its 'B+' corporate credit rating.

S&P withdrew its ratings following the cancellation of an initial
public offering by the company's parent, Americold Realty Trust,
and concurrent secured note offering by Americold's subsidiary, A-
WHIP.  Americold indicated that it was planning to use the
financings to fund the acquisition of a portfolio of assets, the
bulk of which would have secured the notes issued by A-WHIP.

                        Ratings Withdrawn

          Americold Warehouse Investment Portfolio LLC

                                        Rating
                                        ------
                               To                    From
                               --                    ----
    Corporate credit           NR                    B+/Stable
    Senior secured notes       NR                    BB
    Recovery rating            NR                    1

                         NR - Not rated.


ARLIE & COMPANY: Wants Until July 1 to Propose Chapter 11 Plan
--------------------------------------------------------------
Arlie & Company asks the U.S. Bankruptcy Court for the District of
Oregon to extend its exclusive periods to file and solicit
acceptances for the proposed Plan of Reorganization until July 1,
2010, and September 1, 2010, respectively.

Absent the extension, the Debtor's exclusive right to file a plan
will expire on May 20.

The Debtor says that its president, sole shareholder and director,
Suzanne Arlie, needs additional time to continue discussion with
most of Debtor's secured creditors regarding their treatment under
the plan.  The Debtor adds that Ms. Arlie, is scheduled to undergo
extensive surgery in Houston, Texas in relation to the
reoccurrence of ovarian cancer.

The Debtor is represented by:

     Albert N. Kennedy, Esq.
      Tel: (503) 802-2013
      Fax: (503) 972-3713
      E-Mail: al.kennedy@tonkon.com
     Michael W. Fletcher, OSB No. 010448
      Tel: (503) 802-2169
      Fax: (503) 972-3869
      E-Mail: michael.fletcher@tonkon.com
     Tonkon Torp LLP
     1600 Pioneer Tower
     888 S.W. Fifth Avenue
     Portland, OR 97204

                       Abut Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  The Company
listed $100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ARNOLD RIFKING: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Arnold Y. Rifkin
        1476 Amalfi Drive
        Pacific Palisades, CA 90272

Bankruptcy Case No.: 10-27586

Chapter 11 Petition Date: May 4, 2010

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

Judge:  Ernest M. Robles

Debtor's Counsel: Craig G. Margulies, Esq.
                  The Margulies Law Firm
                  16030 Ventura Boulevard, Suite 470
                  Encino, CA 91436
                  Tel: (818) 705-2777
                  Fax: (818) 705-3777
                  E-mail: cmargulies@margulies-law.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
$6,220,903 while debts total $8,021,907.

A copy of the Company's list of 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb10-27586.pdf

The petition was signed by the Debtor.


ARTISTIC STONE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Artistic Stone, Inc.
        P.O. Box 450
        Ball Ground, GA 30107-0450

Bankruptcy Case No.: 10-22102

Chapter 11 Petition Date: May 4, 2010

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

Debtor's Counsel: Charles N. Kelley Jr., Esq.
                  Cummings & Kelley PC
                  P.O. Box 2758
                  Gainesville, GA 30501-2758
                  Tel: (770) 531-0007
                  Fax: (678) 866-2360
                  E-mail: ckelley@cummingskelley.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/ganb10-22102.pdf

The petition was signed by J. R. Hamby, secretary and treasurer.


ASI TECHNOLOGY: Posts $22,044 Net Loss in Q2 Ended March 31
-----------------------------------------------------------
ASI Technology Corporation filed on May 4, 2010, its quarterly
report on Form 10-Q, showing a net loss of $22,044 on $13,626 of
revenue for the three months ended March 31, 2010, compared with a
net loss of $96,607 on $15,170 of revenue for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$3,026,395 in assets, $122,538 of liabilities, and $2,903,857 of
stockholders' equity.

The Company has incurred losses in each of the last two years
primarily as a result of note losses and has limited funds and
liquidity with which to operate.  While management has reduced
some operating costs due to reduced specialty finance activity,
its operating plans will likely require additional funds.  "There
can be no assurance that any additional funds will be available."

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

               http://researcharchives.com/t/s?619a

Based in Henderson, Nevada, ASI Technology Corporation (OTC BB:
ASIT) -- http://www.asiplasma.com/-- is a specialty finance
company providing commercial and venture capital financing.  The
Company's limited other activity has been focused on the
development of plasma technology for sterilization and
decontamination.


AVANI CAMPOS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Avani Campos
        19 Rhode Island Avenue
        Somerville, MA 02145

Bankruptcy Case No.: 10-14901

Chapter 11 Petition Date: May 4, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: John M. McAuliffe, Esq.
                  McAuliffe & Associates, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889
                  E-mail: mcauliffeassociates@hotmail.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.


AVAYA INC: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 90.35 cents-on-the-
dollar during the week ended Friday, May 7, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.01 percentage points
from the previous week, The Journal relates.  The Company pays 275
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 26, 2014, and is not rated by Moody's and
Standard & Poor's.  The debt is one of the biggest gainers and
losers among 203 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.

In March 2010, Standard & Poor's Ratings Services lowered its
corporate credit rating on Avaya to 'B-' from 'B'.


BANK OF BONIFAY: Closed; First Federal Assumes All Deposits
-----------------------------------------------------------
The Bank of Bonifay in Bonifay, Fla., was closed on Friday, May 7,
2010, by the Florida Office of Financial Regulation, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First Federal Bank of Florida of Lake
City, Fla., to assume all of the deposits of The Bank of Bonifay.

The five branches of The Bank of Bonifay will reopen during normal
business hours as branches of First Federal Bank of Florida.
Depositors of The Bank of Bonifay will automatically become
depositors of First Federal Bank of Florida.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branch until they receive notice from First Federal
Bank of Florida that it has completed systems changes to allow
other First Federal Bank of Florida branches to process their
accounts as well.

As of March 31, 2010, The Bank of Bonifay had around $242.9
million in total assets and $230.2 million in total deposits.
First Federal Bank of Florida did not pay the FDIC a premium for
the deposits of The Bank of Bonifay. In addition, First Federal
Bank of Florida will purchase around $78.1 million of The Bank of
Bonifay's assets, consisting of cash and cash equivalents.  The
FDIC will retain the remaining assets for later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-517-8236.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/bonifay.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $78.7 million.  First Federal Bank of Florida's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to all alternatives.  The Bank of
Bonifay is the 65th FDIC-insured institution to fail in the nation
this year, and the tenth in Florida.  The last FDIC-insured
institution closed in the state was Riverside National Bank of
Florida, Fort Pierce, on April 16, 2010.


BEAZER HOMES: Posts $5.29-Mil. Profit for March 31 Quarter
----------------------------------------------------------
Beazer Homes USA Inc. filed with the Securities and Exchange
Commission its Form 10-Q for its fiscal second quarter ended
March 31, 2010.

The Company's balance sheet at March 31, 2010, showed
$2.02 billion in total assets and $1.67 billion in total
liabilities for a $353.15 million total stockholders' equity.

The Company reported $5.29 million of net income on $198.18
million total revenue for the three months ended March 31, 2010,
compared with a net loss of $114.92 million on $186.62 million
total revenue for the same period a year earlier.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?619f

                       About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

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

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


BLUE AND WHITE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Blue and White II Realty, LLC
        342 Bedford Street
        Whitman, MA 02382

Bankruptcy Case No.: 10-14887

Chapter 11 Petition Date: May 4, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite 208
                  P.O. Box 850973
                  Braintree, MA 02185-0973
                  Tel: (781) 849-1136
                  E-mail: sshamban@yahoo.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 Eric Saftler, manager.


BOMBAY GRILL'S: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bombay Grill's Kitchen Co.
        1130 Oakleigh Drive
        East Point, GA 30344

Bankruptcy Case No.: 10-73458

Chapter 11 Petition Date: May 4, 2010

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

Judge: Mary Grace Diehl

Debtor's Counsel: Joseph H. Turner, Esq.
                  Joseph H. Turner Jr. PC
                  580 Cliftwood Court NE
                  Sandy Springs, GA 30328
                  Tel: (770) 480-1939

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

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

The list of unsecured creditors filed together with its petition
did not contain any entries.

The petition was signed by Raj Ghai, secretary.


BOZEL SA: Taps Damon Morey to Handle Reorganization Case
--------------------------------------------------------
Bozel S.A. asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Damon Morey LLP as
general counsel.

Damon Morey will, among other things:

   a. advise the Debtor of its rights, powers and duties as a
      debtor-in-possession continuing to operate its business
      under Chapter 11 of the Bankruptcy Code;

   b. prepare, on behalf of the Debtor, any necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules and other documents, and
      review financial and other reports to be filed in the
      Chapter 11 case; and

   c. advise the Debtor concerning, and prepare responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed and served in the Chapter 11 case;

The hourly rates of Damon Morey's personnel are:

     William F. Savino, general partner            $300
     Daniel F. Brown, general partner              $300
     Beth Ann Bivona, special partner              $270
     Melissa A. Brennan, paralegal                 $120

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

The firm can be reached at:

     Damon Morey LLP
     The Avant Building
     200 Delaware Avenue, Suite 1200
     Buffalo, NY 14202
     Tel: (716) 858-3849
     Fax: (716) 856-5537
     E-mail: bbivona@damonmorey.com

New York City based, Bozel S.A. filed for Chapter 11 on April 6,
2010, (Bankr. S.D. N.Y. Case No. 10-11802.)  In its petition, the
Debtor listed assets ranging from $50,000,001 to $100,000,000, and
debts ranging from $10,000,001 to $50,000,000.


BOZEL SA: Court Schedules Meeting of Creditors for May 14
---------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Bozel S.A.'s Chapter 11 case on May 14, 2010, at 2:30 p.m.  The
meeting will be held at the Office of the U.S. Trustee, 80 Broad
Street, Fourth Floor, New York City.

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

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

New York City based, Bozel S.A. filed for Chapter 11 on April 6,
2010, (Bankr. S.D. N.Y. Case No. 10-11802).  Damon Morey LLP
assists the Debtor in its restructuring efforts.  In its petition,
the Debtor listed assets ranging from $50,000,001 to $100,000,000,
and debts ranging from $10,000,001 to $50,000,000.


BURLINGTON COAT: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 94.84 cents-on-the-dollar during the week ended Friday,
May 7, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.70 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 28, 2013, and
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

The Troubled Company Reporter said on Jan. 29, 2010, Moody's
affirmed Burlington Coat Factory Warehouse Corp.'s ratings
including its B3 Corporate Family Rating and its SGL-3 Speculative
Grade Liquidity rating.  The rating outlook is stable.  The
affirmation of Burlington Coat's rating and outlook is in response
to the company's announcement that it completed an amendment to
its asset based revolving credit facility that extends the
expiration date of $600 million of the total facility to February
2014 from May 2011.

Burlington Coat Factory Warehouse Corp. operates stores in 44
states and Puerto Rico, which sell apparel, shoes and accessories
for men, women and children.  A majority of the stores offer a
home furnishing and linens department and a juvenile furniture
department.  As of Sept. 4, 2009, the Company operates 433 stores
under the names "Burlington Coat Factory Warehouse" (415 stores),
"MJM Designer Shoes" (15 stores), "Cohoes Fashions" (two stores),
and "Super Baby Depot" (one store) in 44 states and Puerto Rico.


BUTTERMILK TOWNE: Asks for Court Okay to Use Cash Collateral
------------------------------------------------------------
Buttermilk Towne Center, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to use cash
that may be subject to liens of Bank of America, N.A.

Paige Leigh Ellerman, Esq., at Taft Stettinius & Hollister LLP,
the attorney for the Debtor, explains that the Debtor needs the
money to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral pursuant to a
budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lender a replacement lien consisting of a
lien upon all property of the Debtor of the same type and
description as the prepetition collateral to the extent the
prepetition lender holds a valid, properly perfected lien on the
collateral as of the Petition Date and monthly interest payments
commencing June 2010 at the rate of 4.25% per annum in the amount
set for in the budget proposed by the Debtor.

U.S. Bank National Association, LaSalle Bank National Association,
and BOA have jointly filed an objection to the Debtor's request to
use cash collateral.

According to U.S. Bank, LaSalle Bank and BOA, the Debtor's right
and license to collect the rents was terminated and revoked prior
to the commencement of the Debtor's Chapter 11 bankruptcy case on
the Petition Date.  The rents do not constitute property of the
estate of the Debtor, as the Debtor possessed neither a legal nor
an equitable interest in the Rents when this case was commenced,
nor does it presently possess such interest now, and therefore,
the rents are not cash collateral, U.S. Bank, LaSalle Bank and BOA
claim.  "As result of the prepetition termination and revocation
of the Debtors' right and license to collect Rents pursuant to the
Assignment of Rents, the Debtor is barred, estopped and
permanently enjoined from using the rents as cash collateral or
otherwise," U.S. Bank, LaSalle Bank and BOA state.

U.S. Bank is represented by Robert P. Sweeter --
Robert.Sweeter@wallerlaw.com -- and Gerald F. Mace --
Gerald.Mace@wallerlaw.com -- at Waller Lansden Dortch & Davis,
LLP.

BOA is represented by Daniel E. Hitchcock --
Lexbankruptcy@wyattfirm.com -- at Wyatt, Tarrant & Combs, LLP, and
Timothy P. Palmer -- timothy.palmer@bipc.com -- and Christopher P.
Schueller -- christopher.schueller@bipc.com -- at Buchanan
Ingersoll & Rooney PC.

                      About Buttermilk Towne

Cincinnati, Ohio-based Buttermilk Towne Center LLC owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection on
April 28, 2010 (Bankr. E.D. Ky. Case No. 10-21162).  Paige Leigh
Ellerman, Esq., who has an office in Cincinnati, Ohio, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


BUTTERMILK TOWNE: Section 341(a) Meeting Scheduled for May 18
-------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Buttermilk
Towne Center LLC's creditors on May 18, 2010, at 11:00 a.m.  The
meeting will be held at US Courthouse, 1st Fl #178, 35 W 5th
Street, Covington, KY 41011.

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.

Cincinnati, Ohio-based Buttermilk Towne Center LLC owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection on
April 28, 2010 (Bankr. E.D. Ky. Case No. 10-21162).  Paige Leigh
Ellerman, Esq., who has an office in Cincinnati, Ohio, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


BUTTERMILK TOWNE: Taps Taft Stettinius as Bankruptcy Counsel
------------------------------------------------------------
Buttermilk Towne Center, LLC, has sought authorization from the
U.S. Bankruptcy Court for the Eastern District of Kentucky to
employ Taft Stettinius & Hollister LLP as bankruptcy counsel, nunc
pro tunc as of the Petition Date.

Paige Leigh Ellerman, a partner at Taft, says that the firm will:

     a. advise the Debtor with respect to its powers, duties and
        responsibilities in the Debtor's bankruptcy case and in
        the continued operation of its business, management of its
        properties and sale of its assets;

     b. prepare and pursue confirmation of a plan and approval of
        a disclosure statement;

     c. prepare on behalf of the Debtor pleadings and other
        documentation;

     d. represent the Debtor in hearings and proceedings involving
        the Debtor; and

     e. perform other legal services as may be necessary and
        proper in this proceeding.

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

        Partners                                $200-$500
        Associates                              $165-$365
        Paralegals                               $90-$235

Personnel at the firm expected to provided services, and their
hourly rates, are:

        Timothy J. Hurley, Partner                 $460
        Marlene Reich, Partner                     $400
        George D. Molinsky, Partner                $395
        Paige Leigh Ellerman, Partner              $315
        Sharon I. Shanley, Associate               $295
        Beth A. Silvers, Associate                 $225
        Lynn M. Schulte, Associate                 $205

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

Cincinnati, Ohio-based Buttermilk Towne Center LLC owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection on
April 28, 2010 (Bankr. E.D. Ky. Case No. 10-21162).  Paige Leigh
Ellerman, Esq., who has an office in Cincinnati, Ohio, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


CALIFORNIA HOUSING: S&P Keeps 'CCC-' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it is keeping its
'CCC-' counterparty credit and financial strength ratings on
California Housing Loan Insurance Fund on CreditWatch, where they
were placed on Jan. 21, 2010, with negative implications.

S&P had lowered the ratings on CaHLIF at the same time that S&P
placed them on CreditWatch.  "The ratings are on CreditWatch to
reflect the potential exhaustion of CaHLIF's claims-paying
resources by the end of 2010," said Standard & Poor's credit
analyst Ron Joas.

CaHLIF continues to report outsized losses, and as of Dec. 31,
2009, its reported statutory capital was negative.  S&P believes
that given the risk profile of CaHLIF's insured portfolio and the
slow recovery of macroeconomic factors within California, CaHLIF
will likely continue to report operating losses.

S&P believes it is unlikely that CaHLIF will have sufficient
capital to pay mortgage insurance claims without additional
capital infusions.  Given the state-sponsored nature of the
entity, any such capital infusions would require action by the
California state legislature and consequently are unlikely to
occur in the near term.  Until a default on claim obligations
becomes imminent, S&P will keep the ratings on CreditWatch.


CAPITAL GROWTH: Asset Purchase Deal with Global Telecom Lapses
--------------------------------------------------------------
Capital Growth Systems Inc., Global Capacity Group Inc. and Global
Capacity Direct, LLC, entered into an asset purchase agreement for
the assignment of certain off network circuit contracts with
Global Telecom & Technology Americas Inc., which was subsequently
amended to call for an initial closing date to occur no later than
April 30, 2010.

According to a regulatory filing by Capital Growth, the conditions
precedent to the initial closing of the APA were not met and the
APA has therefore lapsed.  Capital Growth plans to continue to
operate the assets that were subject to the APA on a going forward
basis in the ordinary course of business.

                       About Capital Growth

Based in Chicago, Capital Growth Systems, Inc., dba Global
Capacity, is a publicly traded corporation that delivers telecom
information and logistics solutions to a global client set
consisting of systems integrators, telecommunications companies,
and enterprise customers.

The Company's balance sheet as of December 31, 2009, showed
$34.4 million in assets and $85.4 million of debts, for a
stockholders' deficit of $51.0 million.

Asher & Company, Ltd., in Philadelphia, Pa., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses, negative cash flows from operations, net working
capital deficiency, shareholders' deficit and debt covenant
violations and related penalties.


CHARTER COMMS: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 92.98 cents-on-the-dollar during the week ended Friday, May 7,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
2.00 percentage points from the previous week, The Journal
relates.  The Company pays 262.5 basis points above LIBOR to
borrow under the facility, which matures on March 6, 2014.
Moody's has withdrawn its rating on the bank debt while it carries
Standard & Poor's BB+ rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  Richard M. Cieri, Esq., Paul M. Basta, Esq.,
and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New
York, served as counsel to the Debtors.  Judge James M. Peck
approved the Debtors' pre-arranged joint plan of reorganization in
a bench ruling on Oct. 15, 2009.  Charter emerged from Chapter 11
on November 30, 2009.


CHEMTURA CORP: Diacetyl Claimants Want Official Committee
---------------------------------------------------------
Karen Smith and certain other diacetyl claimants against Chemtura
Corp. ask the United States Bankruptcy Court for the Southern
District of New York to appoint:

  -- an official committee of holders of direct claims for
     diacetyl-related personal-injury or wrongful death; or

  -- a diacetyl claimants' subcommittee of the Official
     Committee of Unsecured Creditors, whose role would be
     limited to representing the diacetyl claimants'
     constituency in connection with the estimation of the
     Debtors' diacetyl liability and the formulation and
     confirmation of a Chapter 11 plan, with the ability to hire
     its own professionals.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York -- ei@capdale.com -- relates that the Diacetyl Committee
Appointment Motion is about ensuring adequate representation of,
and fairness to the diacetyl claimants, who, unlike virtually all
of the commercial creditors, are involuntary creditors of the
Debtors.

Mr. Inselbuch contends that given the posture of their Chapter 11
cases, it is clear that Chemtura Corporation and its debtor
affiliates intend to put the diacetyl claims in a separate class
under a plan and to pay those claims out of available insurance
coverage to the maximum extent possible.

"In short, the estimation proceeding will have a global impact on
the diacetyl claimants' constituency and, because the estimation
will have a constituency-wide impact, the diacetyl claimants
deserve a representative, in the form of a committee, that can
adequately represent the entire constituency," Mr. Inselbuch
asserts.

Mr. Inselbuch argues that the Creditors' Committee cannot fulfill
the role of being the Diacetyl Claimants' representative, even
though it is, at least nominally, the fiduciary that is supposed
to act in the interests of all unsecured creditors.  The
Creditors' Committee, he notes, has made it known, through its
conduct, that it considers itself adverse to the Diacetyl
Claimants and not their fiduciary representative.

The Creditors' Committee is adverse to the Diacetyl Claimants'
constituency and its position regarding Diacetyl Claims is more
aligned with the Debtors and the Official Committee of Equity
Security Holders, at least for purposes of estimation, insofar as
the Court recognized a joint interest privilege among the
Debtors, the Equity Committee, and the Creditors' Committee, Mr.
Inselbuch says.

In addition, Mr. Inselbuch contends that because the estimation
of diacetyl claims is intended to assist the Debtors in coming up
with a Chapter 11 plan, it is perfectly appropriate for the
Debtors' estates to bear the cost of having a Diacetyl Claimants'
committee participate in the estimation and in the formulation of
a plan that will likely follow the estimation.

                      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)


CHEMTURA CORP: Wins Nod to Settle 2004 Securities Class Suit
------------------------------------------------------------
Chemtura Corp. and its units sought and obtained authority from
the Bankruptcy Court to enter into an amended stipulation, which
supersedes and terminates a prior settlement, and provides for the
full and final compromise and settlement of all claims asserted
against Debtor Chemtura Corporation f/k/a Crompton Corporation and
certain individual defendants in a consolidated amended class
action complaint for violations of federal securities laws filed
by Pierre Brull and William Ashe on July 20, 2004, in the
District Court for the District of Connecticut.

The Lead Plaintiffs' complaint alleged, among other things, that:

  (1) during the period between October 26, 1998 and October 8,
      2002, Chemtura and other co-defendants issued materially
      false and misleading statements concerning Chemtura's
      reported financial results, competition, pricing, sales
      and margins; and

  (2) other individual defendants breached their fiduciary
      duties to Witco Corporation's shareholders by causing
      Witco to enter into a transaction with Crompton & Knowles
      Corporation based on Crompton's false and misleading
      financial statements.

In August 2006, the Parties entered into mediation before
District Judge Daniel Weinstein for the District of Connecticut
and ultimately agreed to settle the Securities Action for
$20,650,000.

Chemtura then made payments on Dec. 23, 2008 and Jan. 26, 2009,
totaling $9,292,500, in relation to the Original Settlement
Amount to Murray Frank & Sailer LLP and Barroway Topaz Kessler
Meltzer & Check, LLP, as counsel to the Lead Plaintiffs and
escrow agents.  The amounts were to be held in escrow pending
final Bankruptcy Court approval of the Prepetition Settlement.

After the Petition Date, the Debtors and the Escrow Agents
reached an agreement for the return of the Prepetition Transfers
to Chemtura.  The Prepetition Transfers were returned to Chemtura
shortly thereafter.

Since the return of the Prepetition Transfers, the Parties have
continued to engage in discussions concerning a renegotiation of
the Prepetition Settlement of the Securities Action.  After
engaging in arm's-length negotiations, the Parties entered into a
Settlement Stipulation for revisions to the Securities Action
Settlement.

Pursuant to the Settlement Stipulation, the Chemtura Defendants
have paid $11,357,500 from Chemtura's insurance coverage into an
interest-bearing account established on behalf of Lead Plaintiffs
and the members of the Class.

The Settlement Stipulation provides that:

  -- The Lead Plaintiffs and members of the Class will release
     and forever discharge Chemtura and the other co-defendants,
     and will be forever enjoined from prosecuting, any and all
     claims and rights arising out of the Securities Action, the
     merger of Crompton & Knowles Corporation and Witco
     Corporation, and the purchase, acquisition, or sale of
     Chemtura securities during the Class Period;

  -- The Lead Plaintiffs and the Class will withdraw, with
     prejudice, (i) Claim No. 10757 filed against Chemtura,
     asserting an unsecured secured claim for $9,292,500 based
     on the return of the Prepetition Transfers, (ii) Claim No.
     10766 in an unliquidated amount and, on behalf of William
     Ashe, and (iii) Claim No. 10833 filed against Chemtura for
     $1,007,582; and

  -- Provided there are no class members who opt out of the
     settlement, counsel for Defendant Peter Barna will withdraw
     with prejudice Claim No. 6305 filed against Chemtura in an
     unliquidated amount.

A full-text copy of the Settlement Stipulation is available for
free at http://bankrupt.com/misc/Chem04SetStip.pdf

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notes that the Settlement Stipulation is contingent on the
Bankruptcy Court's authorization to allow Chemtura to enter into
the Settlement Stipulation and granting of relief from the
automatic stay, to the extent necessary, to use the proceeds of
the Executive and Organization Liability Insurance Policy to fund
the Settlement Amount.

Crompton is a named insured under a D&O Insurance Policy issued
by National Union Fire Insurance Company of Pittsburgh,
Pennsylvania, which provides coverage for the Securities Action
and one additional lawsuit, a settled derivative class action,
Mr. Cieri notes.  Specifically, the D&O Insurance Policy has a
$25,000,000 coverage limit in excess of a self-insured retention
of $1,000,000, and is a "claims made" policy covering the period
from September 1, 2002 to September 30, 2003.

Mr. Cieri asserts that the Settlement Stipulation will allow the
Debtors to resolve the prepetition litigation against Chemtura
and all of its current and former officers and directors named as
defendants in the Securities Action solely through the payment of
funds from insurance, and will not prejudice any of the Debtors'
stakeholders.

                      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)


CHEMTURA CORP: To Hold Estimation Hearing on Diacetyl Claims
------------------------------------------------------------
Bankruptcy Judge Robert Gerber entered an order on April 27, 2010,
granting Chemtura Corp.'s request for an estimation of Diacetyl-
related Claims.

Judge Gerber specified that the estimation proceedings will
estimate the aggregate value of the Debtors' Diacetyl Claims
liability solely for the Debtors to seek confirmation of a
Chapter 11 plan of reorganization, which purpose will include, if
ordered by the Court, the establishment of a maximum cap on
distributions to holders of Diacetyl Claims, subject to
reservation of certain rights.

Although the Diacetyl Claims Estimation Proceedings will address
both the insured and uninsured portion of the Debtors' diacetyl-
related liability, the purpose of the Estimation Proceedings will
not be to determine (i) the existence or scope of any insurance
coverage under any insurance policies or related agreements
issued or allegedly issued to one or more of the Debtors or under
which the Debtors claim entitlement to benefits; or (ii) the
insurers' rights, claims, defenses, exclusions, or obligations
under the Debtors' Policies, or any insurance policies or related
agreements or otherwise regarding the Diacetyl Claims, Judge
Gerber clarified.

Judge Gerber reserves these issues for subsequent decision:

  -- Whether estimation of the Diacetyl Claims in the Diacetyl
     Claims Estimation Proceedings may be used to establish a
     maximum cap on distributions to holders of Diacetyl Claims;

  -- Whether estimation of the Diacetyl Claims for purposes of
     establishing a maximum cap on distributions to holders of
     Diacetyl Claims is a core proceeding; and

  -- Whether estimation of the Diacetyl Claims for purposes of
     establishing a maximum cap on distributions to holders of
     Diacetyl Claims infringes on any rights to a trial by jury
     that a holder of a Diacetyl Claim may have.

Because the Diacetyl Claims Estimation Proceedings will not be
binding on, or admissible or useable against, any Debtor, its
insurers, or any other party-in-interest for any purpose
concerning insurance coverage under the Debtors' Policies, the
Debtors' insurers will not participate in the Diacetyl Claims
Estimation Proceedings.  The fact that the Debtors' insurers do
not participate in the Diacetyl Claims Estimation Proceeding will
not be held against or in favor of any person or entity in any
subsequent or other litigation, action, arbitration, dispute or
other proceeding concerning (i) the existence or scope of any
insurance coverage under the Debtors' Policies, or (ii) insurers'
rights, claims, defenses, exclusions or obligations under the
Debtors' Policies.

For the purposes of any litigation regarding Diacetyl Claims, the
findings, conclusions, opinions or orders entered in the Diacetyl
Claims Estimation Proceeding or otherwise in connection with
estimation of Diacetyl Claims will not constitute a "judgment,"
"adjudication," "final order," "settlement," or "findings of
liability" binding on, or admissible or useable against, any
Debtor, its insurers, or any other party in interest for any
purpose concerning insurance coverage under the Debtors' Policies
or any insurance policies or related agreements issued or
allegedly issued to the Debtors, Judge Gerber clarified.

Judge Gerber also made clear that the Court's findings,
conclusions, orders, judgments and other rulings in connection
with the Diacetyl Claims Estimation Motion or otherwise with
respect to the estimation of Diacetyl Claims will apply only to
plan of reorganization confirmation issues -- and not to issues
of insurance coverage.

In connection with the Estimation Proceedings, Judge Gerber also
entered a case management order and a protective order governing
confidentiality of discovery, copies of which are available for
free at:

          http://bankrupt.com/misc/ChemRevCMO.pdf
          http://bankrupt.com/misc/ChemDiacProtOrd.pdf

Certain dates earlier proposed by the Debtors for the case
management order have been modified.  Among others, all parties
are required to submit their estimation briefs no later than
July 30, 2010, and the parties are permitted to exchange
declarations of expert witnesses, deposition testimony
declarations and trial exhibits no later than August 4.

The Estimation Hearing is set to be held on August 11, 2010, at
9:45 a.m. EDT.  The Estimation Hearing is expected to last no
more than 1 1/2 day, except as the Court may further order.

                      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)


CLAIRE'S STORES: Bank Debt Trades at 13% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 86.55 cents-
on-the-dollar during the week ended Friday, May 7, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.61 percentage points
from the previous week, The Journal relates.  The Company pays 275
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 29, 2014, and carries Moody's Caa2 rating and
Standard & Poor's B- rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

At Jan. 30, 2010, the Company had total assets of $2,834,105,000
against total current liabilities of $181,512,000, long-term debt
of $2,313,378,000, revolving credit facility of $194,000,000,
deferred tax liability of $122,145,000, deferred rent expense of
$22,082,000 and unfavorable lease obligations and other long-term
liabilities of $35,630,000; resulting in stockholders' deficit of
$34,642,000.


CLAUDIA RAFFONE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Claudia Raffone
        1401 Claridge Drive
        Beverly Hills, CA 90210

Bankruptcy Case No.:10-27683

Chapter 11 Petition Date: May 4, 2010

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Boulevard 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

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

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/cacb10-27683.pdf

The petition was signed by the Debtor.


CLOROX COMPANY: Net Earnings Hike to $165MM in March 31 Quarter
---------------------------------------------------------------
The Clorox Company reported solid earnings results, driven by
solid volume growth, modest sales growth and strong cost savings,
for its third quarter, which ended March 31, 2010.

The Company reported net earnings of $165.0 million on $1.3
billion of net sales for the three months ended March 31, 2010,
compared with net earnings of $153.0 million on $1.35 billion of
net sales for the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $4.7 billion
in total assets and $4.5 billion in total liabilities for a
stockholder's equity of $180.0 million.

"The organization delivered another strong quarter," said Chairman
and CEO Don Knauss.  "I'm pleased with our continued volume
growth.  And, despite the impact of the Venezuela currency
devaluation, we grew sales and increased earnings per share on top
of more than 50 percent EPS growth in the year-ago quarter. Most
of our businesses are performing well, and we're continuing to
invest in demand-building activities to build long-term brand
equity while addressing short-term competitive price gaps."

"I'm also pleased with the integration of the Caltech Industries
business," Knauss added.  "This acquisition increases our ability
to serve the health-care industry, where the use of disinfecting
products is rapidly growing in response to increased attention on
killing germs to help prevent hospital-acquired infections."

                    Fiscal third-quarter results

Following is a summary of key third-quarter results. All
comparisons are with the third quarter of fiscal year 2009, unless
otherwise stated.

    * $1.16 diluted earnings per share (7% growth)
    * 3% volume growth
    * 1% sales growth

Clorox reported third-quarter net earnings of $165 million, or
$1.16 diluted earnings per share, versus $153 million, or $1.08
diluted earnings per share, in the year-ago quarter, an increase
of 7 percent.  As previously communicated, the company is
accounting for its Venezuela business using the parallel market
currency exchange rate, which resulted in a pretax loss of about
$16 million, or 7 cents diluted EPS.  Total company earnings
benefited from volume growth and strong cost savings, partially
offset by higher commodity costs and trade-promotion spending.

Volume increased 3 percent due to several major brands including
Clorox disinfecting wipes, Hidden Valley salad dressings, Fresh
Step cat litter, Kingsford charcoal, and disinfecting and
fragranced cleaning products in Latin America.

Sales for the third quarter of fiscal 2010 increased 1 percent to
$1.37 billion from $1.35 billion in the year-ago quarter.  The
previously mentioned Venezuela impact reduced third-quarter sales
by 2.3 percentage points, which was more than offset by price
increases and favorable exchange rates in other countries.  Sales
were also reduced by higher trade-promotion spending in response
to competitive activity and in support of new products.

Gross margin was essentially flat versus the year-ago quarter,
when gross margin increased 550 basis points.  In the current
quarter, the benefits of cost savings were offset by higher
commodity costs and trade spending.

A full-text copy of the company's earnings release is available
for free at http://ResearchArchives.com/t/s?61a1

                        About Clorox Co.

Based in Oakland, California, The Clorox Company (NYSE: CLX) --
Http://www.TheCloroxCompany.com/ -- manufactures and markets
consumer products with fiscal year 2009 revenues of $5.5 billion.
Clorox markets some of consumers' most trusted and recognized
brand names, including its namesake bleach and cleaning products,
Green Works(R) natural cleaners, Armor All(R) and STP(R) auto-care
products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R)
charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and
sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and
containers, and Burt's Bees(R) natural personal care products.
With approximately 8,300 employees worldwide, the company
manufactures products in more than two dozen countries and markets
them in more than 100 countries.


CMP SUSQUEHANNA: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which CMP Susquehanna
Corp. is a borrower traded in the secondary market at 85.55 cents-
on-the-dollar during the week ended Friday, May 7, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.70 percentage
points from the previous week, The Journal relates.  The Company
pays 200 basis points above LIBOR to borrow under the facility.
The bank loan matures on May 6, 2013, and carries Moody's Caa3
rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among 203 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

The Troubled Company Reporter said on April 30, 2010, Moody's
Investors Service placed its ratings for CMP Susquehanna
Corporation under review for possible upgrade, including the
company's Caa3 Corporate Family Rating and Caa3 Probability-of-
Default Rating.  The review is prompted by the expectation that
performance will improve in CMP's major markets in 2010 and
combined with restructuring activities completed in 2009, should
result in improved cash flow and reduced leverage.  Covenants
however remain tight and leverage levels will likely remain very
high.  The review will consider the outlook for the business, its
ability to stay within its financial covenants and sustainability
of its capital structure.

The last rating action on CMP occurred on April 7, 2009, when
Moody's assigned a limited default to CMP's Probability-of-Default
rating following its debt exchange.

CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a
wholly owned subsidiary of Cumulus Media Partners LLC, the private
partnership formed by Cumulus Media, Inc. and a consortium of
private equity sponsors.  CMP Susquehanna Corp. owns and operates
27 radio stations in nine markets in the U.S.  The company's
reported revenues of $169 million for the year ended December 31,
2009.


COMMUNITY HEALTH: Bank Debt Trades at 4% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
96.42 cents-on-the-dollar during the week ended Friday, May 7,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.80 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 1, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.


CONCORD CAMERA: Inks Purchase Deal with Citigroup Global
--------------------------------------------------------
Concord Camera Corp. entered into a Purchase and Release Agreement
with Citigroup Global Markets, Inc.  Pursuant to the terms of the
Agreement, Citigroup has purchased all of the Company's remaining
auction rate securities, having an aggregate par value of
$18,950,000, for $16,202,228 and has applied $9,461,347 of the
proceeds from the purchase towards the repayment of the current
outstanding balance due under the Company's Express Creditline
Loan Agreement with Citigroup.

In addition, pursuant to the terms of the Agreement:

   i) the Company has the option, on or before October 28, 2012,
      to repurchase any or all of the issues of auction rate
      securities purchased by Citigroup under the Agreement at
      the purchase price paid by Citigroup for such securities and

  ii) the Company will dismiss its arbitration claim filed against
      Citigroup related to the auction rate securities.

On March 17, 2010, the Company's board of directors approved a
liquidating distribution of $4.26 per share to the shareholders of
record at the close of business on May 11, 2009, in accordance
with the previously announced Plan of Dissolution and Liquidation.

In accordance with the Plan of Liquidation, the Company's stock
transfer books were closed at the close of business on May 11,
2009 and no transfers of its common stock were recorded after that
time.  It is currently anticipated that payment of the liquidating
distribution will be made in May 2010 and shareholders of record
on the Record Date will receive a communication from the Company's
stock transfer agent in May 2010 regarding the distribution.
The timing and amounts of any future distributions, if any, will
be determined by the Company's Board of Directors in accordance
with the Plan of Liquidation.  There can be no assurance that
there will be any future distributions.

The Company also said the resolution of the following previously
disclosed matters:

   1. The arbitrators ruled in favor of the Company and denied
      Raymond James & Associates, Inc. claim for damages and
      other relief in the arbitration claim filed by Raymond James
      related to its engagement by the Company and the Special
      Committee;

   2. The patent infringement lawsuit filed by Honeywell
      International, Inc. and Honeywell Intellectual Properties,
      Inc. was dismissed without prejudice with no amount paid by
      the Company;

   3. The patent infringement lawsuit filed by St. Clair
      Intellectual Properties Consultants, Inc. against the
      Company was settled and dismissed.  The settlement amount
      paid by the Company to St. Clair was not material to the
      Company; and

   4. The Company entered into a settlement agreement with one of
      the entities that had alleged that certain of the Company's
      digital cameras infringed upon such entity's patents. The
      agreed upon settlement amount was not material to the
      Company.

The Company said that it had repatriated a significant portion of
the proceeds from its previously disclosed sale of its property in
the People's Republic of China.

                      About Concord Camera

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.


CORD BLOOD AMERICA: Amends Registration on Resale of 363MM Shares
-----------------------------------------------------------------
Cord Blood America, Inc., filed with the Securities and Exchange
Commission a Form S-1/A (Amendment No. 2) Registration Statement
under the Securities Act of 1933.  The registration statement and
accompanying prospectus relates to the resale of 363,636,364
shares of CBAI common stock, par value of $0.0001, by certain
individuals and entities who beneficially own the shares.  CBAI is
not selling any shares in the offering and therefore will not
receive any proceeds from the offering.  However, the Company will
receive proceeds from the sale of the common stock under the
Securities Purchase Agreement which was entered into between the
Company and Tangiers Investors, LP, the selling stockholder.  CBAI
agreed to allow Tangiers to retain 10% of the proceeds raised
under the Securities Purchase Agreement.

CBAI amended the registration to delay its effective date.

Pursuant to the Securities Purchase Agreement, CBAI may, at its
discretion, periodically issue and sell to Tangiers shares of
common stock for a total purchase price of $4,000,000. We have
obtained approximately $1,200,000 in cash advances under the
Securities Purchase Agreement which means CBAI has approximately
$2,800,000 available to the Company under the Securities Purchase
Agreement.  Prior to this registration statement, the Company has
filed registration statements with the Securities and Exchange
Commission, to register a total of 297,558,755 shares of common
stock issuable pursuant to the Securities Purchase Agreement.
Under this registration statement, CBAI is registering an
additional 363,636,364 shares of CBAI common stock.  CBAI will
issue these additional shares to Tangiers to receive advances
under the Securities Purchase Agreement.  This registration
statement must be declared effective prior to the Company being
able to issue those additional shares to Tangiers so that the
Company may obtain cash advances under the Securities Purchase
Agreement.

On January 22, 2009, CBAI entered into Amendment No.1 to
Securities Purchase Agreement with Tangiers.  The Amendment
removed the Floor Price under the Securities Purchase Agreement
which was previously set at $0.01, which meant that if CBAI's
stock price fell below $0.01 CBAI could not sell its stock to
Tangiers.  By removing this limitation, CBAI can now sell shares
to Tangiers if the stock price falls below $0.01.  The Amendment
also revised the Maximum Advance Amount under the Securities
Purchase Agreement so that the maximum amount of each advance that
the Company could draw under the Securities Purchase Agreement
would be limited to the average daily trading volume in dollar
amount during the 10 trading days preceding the advance date.  No
advance will be made in an amount lower than the $10,000 or higher
than $250,000.  Finally, the Amendment eliminated the Company's
right to terminate the Securities Purchase Agreement with 45 days
written notice in the event the Company's stock price remained at
an amount equal to 50% of the floor price of $0.01 and remained
there for a period of at least 90 days.

The shares are being offered for sale by Tangiers at prices
established on the Over-the-Counter Bulletin Board during the term
of the offering, at prices different than prevailing market prices
or at privately negotiated prices.  On February 3, 2010, the last
reported sale price of CBAI common stock was $0.0086 per share.
CBAI's common stock is quoted on the Over-the-Counter Bulletin
Board under the symbol CBAI.OB.  The prices will fluctuate based
on the demand for the shares.

Tangiers intends to sell shares that CBAI will issue to them
pursuant to the Securities Purchase Agreement so that CBAI may
receive financing pursuant to the Securities Purchase Agreement.
As of February 2, 2010, the number of shares that CBAI is
registering for sale under the current registration statement,
upon issuance would equal approximately 7.19% of CBAI's
outstanding common stock.  With the exception of Tangiers, who is
an underwriter within the meaning of the Securities Act of 1933,
no other underwriter or person has been engaged to facilitate the
sale of shares.  The offering will terminate 24 months after the
accompanying registration statement is declared effective by the
Securities and Exchange Commission.  None of the proceeds from the
sale by the selling stockholders will be placed in escrow, trust
or any similar account.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?619d

                    About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

As of December 31, 2009, the Company's total assets were
$5.1 million against total liabilities of $5.2 million, resulting
in stockholders' deficit of $39,396.

In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino,
California, said the Company's recurring operating losses,
continued cash burn, and insufficient working capital and
accumulated deficit at December 31, 2009, raise substantial doubt
about the Company's ability to continue as a going concern.


CORRADI ARMS: Court to Consider Ch. 11 Case Dismissal on June 9
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will consider at a hearing on June 9, 2010, at 10:00 a.m. at
Courtroom 1345, why Corradi Arms Inc.'s Chapter 11 case must not
be dismissed or converted to one under Chapter 7.

Based on the papers reviewed by the Court, the Debtor is a single
asset real estate with $20 million mortgage debt and $2.3 million
pending mechanics lien claims, and a pending state court
receivership.  The Court adds that all proceedings in the case
must be suspended in favor of the receivership.

All response must be filed before May 26, 2010.

The Debtor is also directed to file a status report with the
Court.

Corradi Arms Inc. is a Burbank, California-based single-asset real
estate company.  It filed a petition seeking protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case
No. 10-23313).  The Company listed debts and assets of from
$10 million to $50 million, Carla Main at Bloomberg News says.


CPMR GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: CPMR Group Holdings Inc.
          dba Mount Vernon Apt. Complex
        2221 Peachtree Street NE, Suite D 163
        Atlanta, GA 30309

Bankruptcy Case No.: 10-73455

Chapter 11 Petition Date: May 4, 2010

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

Debtor's Counsel: Stephen L. Minsk, Esq.
                  3143 Vista Brook Drive
                  Decatur, GA 30033
                  Tel: (770) 861-7201

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 Dale A. Calomeni, attorney for debtor.


CRESCENT RESOURCES: Debt Trades at 60% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Crescent
Resources, LLC, is a borrower traded in the secondary market at
39.90 cents-on-the-dollar during the week ended Friday, May 7,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.77 percentage points from the previous week, The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Nov. 8, 2012, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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.


DELTA FINANCE: Appeals Court Favors Insurers Over Insurance Spat
----------------------------------------------------------------
Bankruptcy Law360 reports that a federal appeals court has upheld
a lower court's ruling that Westchester Surplus Lines Insurance
Co. and United States Fire Insurance Co. are not obliged to cover
Delta Financial Corp. in a suit brought by noteholders who claim
they were cheated out of $110 million in the bankrupt company's
restructuring.  Law360 relates that a policy exclusion in DFC's
directors and officers insurance bars the company from coverage in
a suit alleging it told a $110 million lie to noteholders as it
restructured.

                       About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The Company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.


E*TRADE FINANCIAL: Inks Underwriting Deal with Citadel, et al.
--------------------------------------------------------------
E*TRADE Financial Corporation entered into an Underwriting
Agreement by and among the Company, 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, 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.

                           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.

                           *     *     *

At the end of April 2010, DBRS said it has retained E*TRADE's
Issuer & Senior Debt at B (high) and E*TRADE Bank's Deposits &
Senior Debt (the Bank) at BB.

In March 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.


ELLIS JARMAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Ellis Wayne Jarman
               Susan Hines Jarman
               110 Crojack Lane
               Wilmington, NC 28409

Bankruptcy Case No.: 10-03570

Chapter 11 Petition Date: May 4, 2010

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H Stubbs Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

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/nceb10-03570.pdf

The petition was signed by the Joint Debtors.


EPLAN LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: EPlan, LLC
        8687 East Via de Ventura, Suite #200
        Scottsdale, AZ 85258

Bankruptcy Case No.: 10-13544

Chapter 11 Petition Date: May 4, 2010

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

Judge: Redfield T. Baum Sr.

Debtor's counsel: Edwin B. Stanley, Esq.
                  Simbro & Stanley, PLC
                  8767 East Via De Commercio #103
                  Scottsdale, Az 85258-3374
                  Tel: 480-607-0780
                  Fax: 480-907-2950
                  E-mail: bstanley@simbroandstanley.com

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

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

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

The petition was signed by Dale M. Papworth, manager managing
member.


ERICKSON RETIREMENT: Exits Chapter 11 in Less Than 7 Months
-----------------------------------------------------------
Erickson Retirement Communities LLC,  which manages 19 full-
service campus-style communities in 10 states that are home to
more than 23,000 people, announced it has completed the sale of
the company to Redwood Capital Investments, controlled by Jim
Davis, after emerging from voluntary Chapter 11 restructuring in
less than seven months.

"Erickson has always been recognized for quality, value and the
enhanced lifestyle residents experience every day," said Mr.
Davis.  "We are ready to continue that legacy and look forward to
ensuring the communities continue to succeed and grow."

"We are excited to have the sale completed and to move forward on
a clear path to a bright future for our residents and employees
alike," said Deb Doyle, Executive Vice President of Operations for
Erickson.

Erickson, Redwood and its team of advisers have been working since
early 2009 to successfully restructure the company's finances.
The restructuring enhances the operating strength of the
communities in Erickson's network; reorganizes the company to
provide greater protection against the volatility of the real-
estate development business; adds key management expertise to
Erickson's proven management team; and establishes access to new
capital sources so building in developing communities can resume
as market demand warrants.

The operational improvements and stabilization of the business
were led by Guy Sansone of Alvarez & Marsal Healthcare Industry
Group, who served as Chief Restructuring Officer.

"The sale of Erickson to Redwood and confirmation of our Plan of
Reorganization concludes a very difficult and extremely
complicated period in Erickson's history," Mr. Sansone said.
"Redwood's equity-driven solution will ensure that the Erickson
vision of the last 25 years is preserved, and it will protect the
interests of the 23,000 residents."

Houlihan Lokey provided investment bank services for Erickson
during its restructuring.

"Erickson represents the most complex real estate restructuring in
the market," said Matthew R. Niemann, head of Real Estate
Restructuring at Houlihan Lokey.  "The regulatory, not-for-profit,
and quality-of-care dynamics, coupled with Erickson's 23,000
residents, 50-plus lenders and its operating company, property
development company and tax-exempt financing structure underscores
just how heroic it was to close this transaction in less than
seven months since filing chapter 11."

"It represented an extraordinary effort from all sides to bring
together such a quick and positive result.  The key is that
resident interests were protected at the same time that creditor
recoveries were maximized," added Tom Califano, Partner and Vice
Chair of the Restructuring Practice Group at DLA Piper who worked
with Erickson while the company was under bankruptcy protection to
stabilize operations and put in place debtor in possession
financing.

The company, which is free of corporate debt, will focus on its
core business and the communities it manages, including building
out the developing communities as demand warrants and, as early as
2012, entering attractive new markets.

                      Plan Effective Date

Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas declared Erickson Retirement and its
debtor affiliates' Fourth Amended Joint Plan of Reorganization
effective on April 30, 2010, according to a notice dated May 4,
2010.

As previously reported, Judge Jernigan confirmed the Plan on
April 16, 2010.  The confirmed Chapter 11 Plan is premised on the
$365 million sale of substantially all of the Erickson Retirement
assets to Redwood Capital Investments LLC and its affiliates.

Judge Jernigan ruled that the Plan and its provisions are binding
on the Debtors, the Reorganized Debtors, Redwood Capital and its
affiliates, any holder of a Claim against, or Interest in, the
Debtors and that Holder's successors and assigns, whether or not
the Claim or Interest of that Holder is impaired under the Plan,
as provided under the Plan.

                     About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: M&T Wants to Preserve Const. Loan Claims
-------------------------------------------------------------
Erickson Retirement Communities, LLC, owned a building located at
5525 Research Park Drive, in Baltimore, Maryland 21250, known as
the UMBC Building.  Erickson Construction, LLC, Senior Campuses
Inc., Senior Campus Care, LLC, and SCL Realty, LLC, as borrowers;
ERC as guarantor; and Manufacturers and Traders Trust Company
also known as M&T Bank, as lender and administrative agent; and
Wilmington Trust, FSB as lender, entered into a prepetition UMBC
Building Construction Loan Agreement.

Deirdre B. Ruckman, Esq., at Gardere Wynne Sewell LLP, in Dallas,
Texas -- druckman@gardere.com -- reveals that M&T Bank and
Redwood-ERC Senior Living Holdings, LLC, are negotiating a
potential transfer of certain of the property securing the UMBC
Building Construction Loan Claims to a Redwood-affiliated entity
consistent with the Fourth Amended Joint Plan of Reorganization.

As of April 26, 2010, no specific transaction on the matter has
been finalized and closed.

The Plan contemplates that the transactions under the Plan may
not be completed on or before the effective date of the Plan.
Nevertheless, the Plan permits the occurrence of those
transactions to occur as soon as reasonably practicable after the
Effective Date, Ms. Ruckman points out.

Out of abundance of caution and to preserve its rights under the
Plan, M&T Bank asks the Court to confirm, pending the completion
of the transactions contemplated under the Plan, that:

  (1) the liens, security interests and rights of M&T Bank and
      each holder of an Allowed UMBC Building Construction Loan
      Claim relating to the property securing that claim will
      continue unaffected by the occurrence of the Effective
      Date;

  (2) certain leases and contracts relating to the UMBC Building
      are assumed pursuant to the Plan and will be subsequently
      assigned in accordance with the Plan; and

  (3) the Reorganized Debtors will continue to manage and
      operate the UMBC Building after the occurrence of the
      Plan Effective Date.

In addition, Paragraph 47 of the Plan Confirmation Order
addresses the exemption of certain transactions under the Plan
from certain taxes.  That paragraph expressly identifies a
Redwood affiliated entity, "a subsidiary of Allegis Property
Holdings, LLC," because it was expected that the potential
transaction between M&T Bank/Wilmington Lenders and a Redwood
affiliated entity would close on or before the Effective Date.

To provide for the possibility that the UMBC Building and related
leases, contracts and other property might necessarily need to be
transferred to an entity affiliated with the M&T/Wilmington
Lenders, M&T Bank seeks to clarify that the phrase citing a
subsidiary of Allegis Property will be changed to "either to a
subsidiary of Allegis Property or to Chesapeake Holdings
Research, LLC, as directed by M&T Bank, as agent for each holder
of an UMBC Building Construction Loan Claim."

The Court scheduled an emergency hearing on the Preservation
Motion for April 29, 2010.

                      Debtors Respond

"Despite the fact that M&T Bank was involved in negotiating the
terms of the Plan that affected the UMBC Construction Loan
Claims, received notice of the Plan and the Plan confirmation
hearing, and was provided an opportunity to object to the Plan
and be heard at the Confirmation Hearing, M&T Bank now believes
the terms of the Plan should be clarified in an order," the
Debtors complain.

The Debtors maintain that the terms of the Plan and the
Confirmation Order are clear and unambiguous.

The Debtors also object to the proposed changes to Paragraph 47
of the Confirmation Order.  On the Debtors' behalf, Vincent P.
Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, notes that M&T
Bank seeks to have the Debtors retain the UMBC building for an
indefinite period of time, but is silent on the payment of costs
associated with the continued operations and maintenance of the
UMBC building and any compensation to the Debtors for their
continued management of the asset.

Mr. Slusher reminds the Court that as of the Plan Effective Date,
the Debtors will have few, if any, employees and virtually no
cash on hand other than that necessary to complete the wind down
of their estates.  Thus, the burden of holding onto the UMBC
building and the associated costs beyond the short time provided
for in the Plan was not calculated into the wind down budget, he
stresses.

The Debtors thus assert that M&T Bank's Motion is unnecessary.

                        Parties Stipulate

To resolve M&T Bank's Motion, (i) the Debtors, (ii) M&T Bank, and
(iii) Redwood Capital Investments, Redwood-ERC Management, LLC
and Allegis Property Holdings, LLC, collectively referred to as
Redwood, entered into a Court-approved stipulation with these
salient terms:

  (1) The liens, security interests, and rights of M&T Bank and
      each Holder of an Allowed UMBC Building Construction Loan
      Claim relating to the property securing that claim,
      including the UMBC Building and the related leases and
      contracts, will continue unaffected by the occurrence of
      the Effective Date pending the completion of the
      transactions contemplated under the Plan.

  (2) Four leases and contracts as they relate to the UMBC
      Building will be deemed to have been assumed pursuant to
      the Plan and will be assigned in accordance with the Plan.
      The Leases are:

         * a ground sublease agreement between The UMBC Research
           Park Corporation, Inc. and ERC,

         * a lease agreement between ERC and Chesapeake Regional
           Information System for our Patients Inc.,

         * a lease agreement between ERC and Retirement Living
           TV, LLC, and

         * a services contract between ERC and Glenmore
           Catering.

  (3) The Reorganized Debtors will continue to manage and
      operate the UMBC Building after the occurrence of the
      Effective Date until the occurrence of a termination date
      pursuant to a budget.  Under the Budget, the expected
      total monthly costs is $59,400 and reimbursable
      expenses on Redwood is $18,654.  The Reorganized Debtors
      will only have the obligation to pay the expenses set
      forth in the Budget to the extent the rents are sufficient
      to pay those expenses.  To the extent the Rents will be
      insufficient to cover Budgeted Expenses, the Reorganized
      Debtors will promptly notify M&T Bank with supporting
      documentation of the expected insufficiency.

  (4) M&T Bank will indemnify the Reorganized Debtors and their
      professionals from, and hold them harmless against, any
      claims or loss related to the UMBC Building arising during
      the period from the Effective Date to the Termination
      Date.

  (5) At any time on or before the occurrence of the 90th day
      after the Effective Date, M&T Bank will have the right to
      direct Reorganized ERC to transfer and assign all of
      Reorganized ERC's right and interest in the UMBC Building
      and all other property securing the UMBC Building
      Construction Loan Claims to a subsidiary of Allegis
      Property Holdings, LLC, to Chesapeake Holdings Research,
      LLC or to other entity as M&T Bank will direct.  M&T Bank
      will bear all of Reorganized ERC's necessary costs
      associated with the transfer.

  (6) Upon the occurrence of the 90th day after the Effective
      Date, if Reorganized ERC has not received any written
      direction from M&T Bank, Reorganized ERC will convey all
      of its right, title and interest in the UMBC Building and
      all other property securing the UMBC Building Construction
      Loan Claims to Chesapeake Holdings Research, LLC.
      Reorganized ERC will have the right to deduct from the
      Rents the reasonable costs of that transfer.

  (7) The "Termination Date" will be the earlier of (i) the
      90th day after the Effective Date, or (ii) the date on
      which Reorganized ERC transfers and assigns all of its
      right and interest in the UMBC Building, or (iii) an
      earlier date as may be determined by order of the Court.
      Upon the Termination Date, Reorganized ERC will be
      released from any obligations related to the UMBC Building
      except for the obligation to pay Rents to M&T Bank.

  (8) The phrase "to a subsidiary of Allegis Property Holdings,
      LLC" will be superseded by the phrase "to a subsidiary of
      Allegis Property Holdings, LLC, to Chesapeake Holdings
      Research, LLC, or to other person or entity as directed by
      M&T Bank, as Agent for each Holder of an UMBC Building
      Construction Loan Claim."

                     About Erickson Retirement

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

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

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

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


FAIRPOINT COMMS: Plan Gets Overwhelming Support From Creditors
--------------------------------------------------------------
Majority of the creditors entitled to vote on the Chapter 11 Plan
of FairPoint Communications Inc. and its debtor affiliates voted
to accept the Plan, according to a tabulation report filed by
Tinamarie Fiel of BMC Group Inc. to the Bankruptcy Court.

The Plan got overwhelming support from the holders of Lender
Claims.

The results of the tabulation of the properly executed and timely
received Ballots in Class 4 and 7 are:

                      Votes                   Votes
Class/Designation   Counted     Amount      Counted  Amount
-----------------   -------  -------------- -------  ------
Class 4 Prepetition   171    $1,856,460,262     0    $0.00
Credit Agreement      100%       100%        4.32%   0.07%
Claims

Class 7 FairPoint     177     $530,298,779      8   $389,466
Communications       98.68%     99.93%       4.32%   0.07%
Unsecured Claims

BMC Group is the Debtors' notice, claims and balloting agent.

The Court is set to hold the confirmation hearing on the Plan
on May 11, 2010.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Various Parties File Objections to Plan
--------------------------------------------------------
Various parties have filed objections to the proposed plan of
reorganization of FairPoint Communications Inc.

Unitil Energy Systems asks the Court to deny approval of FairPoint
Communications' Amended Plan unless the Plan is amended to delete
Section 11.4 in its entirety, which proposes to discontinue the
Debtors' indemnification obligations under any of their executory
contracts.  Unitil is a regulated public utility that provides
electric service in the southeastern seacoast and state capital
regions of the state of New Hampshire.  The Debtors and Unitil are
parties to a Joint Ownership Agreement, whereby the parties have
joint ownership and maintenance responsibility of utility poles
located throughout Unitil's service territory.

The Universal Service Administrative Company asks the Court to
remove in its entirety Section 10.9 of the Debtors' Plan of
Reorganization or deny confirmation of the Plan until it is
sufficiently modified to protect and preserve several of USAC's
rights with respect to its claims and its administration of the
federal Universal Service Fund.  USAC administers the USF for
which every interstate telecommunications carrier, including the
Debtors, is required under federal law to make monthly
contributions.  The contribution is based on a percentage of the
carrier's interstate and international revenues.  Filing of an
untruthful or inaccurate reporting worksheet on the contributions
can subject the contributor to sanctions by the Federal
Communications Commission.

AT&T asks the Court to deny confirmation of Second Amended Plan
unless the Plan is modified to clarify that the injunction or
stay provisions do not bar creditors from exercising their setoff
rights under Section 553 the Bankruptcy Code.  Scott Cargill,
Esq., at Lowenstein Sandler PC, in New York --
scargill@lowenstein.com -- relates that prior to the Petition
Date, AT&T and the Debtors entered into various agreements
pursuant to which the parties provided telecommunications
services to each other.  As of the Petition Date, AT&T and the
Debtors were indebted to each other under the Agreements.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Court Approves Settlement with Capgemini
---------------------------------------------------------
Judge Burton Lifland authorized FairPoint Communications and its
units assume their agreements with Capgemini U.S. LLC.

Capgemini was retained by the Debtors to help out in transition
activities related to their acquisition of Verizon Communications
Inc.'s landline operations in the North New England Region in
2008.

The Court also permits the Debtors to enter into the proposed
settlement agreement, including the release provisions, with
Capgemini.

The Debtors are to pay Capgemini $15,301,280 on or before May 7,
2010, in full satisfaction of any and all prepetition defaults
under the Capgemini Agreements.

Capgemini's unsecured claim in the Debtors' cases is disallowed,
the Court rules.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FEDDERS CORP: Home Depot Tries to Block Old Docs. Destruction
-------------------------------------------------------------
Bankruptcy Law360 reports that Home Depot USA Inc. is trying to
stop Fedders North America Inc. from destroying some of its old
records, saying the documents may be relevant to an ongoing
product liability case against both companies.

According to Law360, Home Depot filed an objection in the U.S.
Bankruptcy Court for the District of Delaware on Wednesday in an
attempt to block Fedders' motion to destroy documents it deemed
obsolete.

                     About Fedders Corporation

Fedders Corp. and its units filed for Chapter 11 protection on
Aug. 22, 2007, (Bankr. D. Del. Lead Case No. 07-11182).  Norman L.
Pernick, Esq., and J. Kate Stickles, Esq., at the Wilmington,
Delaware office of Cole, Schotz, Meisel, Forman & Leonard P.A.;
and Irving E. Walker, Esq., at Cole Schotz's Baltimore, Maryland,
office represented the Debtors in their restructuring effort.
Fedders received approval of its liquidating Chapter 11 plan in
August 2008, and the Plan became effective in September that year.

Based in Liberty Corner, New Jersey, Fedders Corporation
manufactured and marketed air treatment products, including air
conditioners, air cleaners, dehumidifiers, and humidifiers.



FORD MOTOR: Bank Debt Trades at 4% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 95.72 cents-on-the-
dollar during the week ended Friday, May 7, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.77 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Dec. 15, 2013, and carries Moody's Ba3 rating and
Standard & Poor's B- rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

At December 31, 2009, the Company had US$194.850 billion in total
assets against US$201.365 billion in total liabilities.  Total
deficit attributable to Ford Motor at December 31, 2009, was
US$7.820 billion.

On March 4, 2009, Ford deferred future interest payments on its
6.50% Junior Subordinated Convertible Debentures due January 15,
2032, beginning with the April 15, 2009 quarterly interest
payment.

In March 2010, Moody's Investors Service raised Ford's Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to B2
from B3, secured credit facility to Ba2 from Ba3, senior unsecured
debt to B3 from Caa1, trust preferred to Caa1 from Caa2, and
Speculative Grade Liquidity rating to SGL-2 from SGL-3. Also
raised is Ford Credit's senior debt rating to B1 from B2.

The Troubled Company Reporter stated on April 30, 2010, Standard &
Poor's revised its outlook on Ford Motor Co. and related entities
to positive from stable and affirmed its ratings on these
entities, including the 'B-' corporate credit rating on Ford and
Ford Motor Credit Co. LLC and the 'B' rating on FCE Bank PLC.  The
outlook revision follows Ford's announcement of profitable first-
quarter results, including an 8.9% pretax margin in its North
American automotive operations.

On May 3, 2010, the TCR reported that Fitch Ratings upgraded the
Issuer Default Ratings for Ford Motor Co. and its captive finance
subsidiary Ford Motor Credit Co. to 'B' from 'B-'.  The Rating
Outlook for both Ford and Ford Credit remains Positive.


FREESCALE SEMICON: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 94.47 cents-on-the-dollar during the week ended Friday, May 7,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.47 percentage points from the previous week, The Journal
relates.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 16, 2016, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Freescale Semiconductor, Inc. -- http://www.freescale.com/-- once
Motorola's Semiconductor Products Sector, is one of the oldest and
most diverse makers of microchips in the world.  It produces many
different kinds of chips for use in automobiles, computers,
industrial equipment, wireless communications and networking
equipment, and other applications. The company's global client
roster includes such blue-chip companies as Alcatel-Lucent, Bosch,
Cisco Systems, Fujitsu, Hewlett-Packard, QUALCOMM, and Siemens, as
well as former parent Motorola. Freescale nets about half of its
sales from the Asia/Pacific region. The Blackstone Group, The
Carlyle Group, Permira Advisers, and TPG Capital own the company.


FX LUXURY: Proposes Auction without Stalking Horse Bidder
---------------------------------------------------------
FX Luxury Las Vegas I, LLC, has asked the U.S. Bankruptcy Court
for the District of Nevada to approve the bidding procedures for
the sale of substantially all of the assets of the bankruptcy
estate.

The Debtor has determined, in its reasonable business judgment,
that a sale of its assets at this time, even without a traditional
"stalking horse" bidder, under the foregoing Bidding Procedures is
warranted and necessary.

To become a qualified bidder, a prospective purchaser must submit
a qualified bid by the bidding deadline: (a) for cash only or cash
with a firm financing commitment, with a 10% escrow and balance to
be paid at closing; (b) in an amount not less than $256 million
plus closing costs and broker fees (the Minimum Bid Threshold);
(c) that provides that the Bidder will pay all transfer taxes and
title insurance incurred in connection with the auction; (d) that
provides for a purchase as-is, where-is with no substantial
representations or warranties from the Debtor; (e) that is
accompanied by (i) the purchase and sale agreement executed by the
bidder, (ii) evidence of a deposit in escrow by the Bidding
Deadline, of an amount equal to 10% of the purchase price,
(iii) proof of the bidder's ability to close escrow within 30 days
after entry of the court order approving the sale; and (f) that
details which of Debtor's executor contracts and unexpired leases
the Qualified Bidder will assume.

This Motion proposes these key dates in connection with the sale
of the Assets:

     a. the deadline to object to proposed Bidding Procedures:
        no more than 14 days prior to the hearing on the Motion,
        or within six days of the Petition Date;

     b. hearing to approve the Bidding Procedures: within 20 days
        of the Petition Date:;

     c. entry of order approving Bidding Procedures: within 20
        days of the Petition Date;

     d. the Debtor files and serves a list of executor contracts
        potentially to be assumed and assigned and associated
        proposed cure amounts: within 20 days of the Petition
        Date;

     e. the deadline to object to proposed cure amounts on
        executory contracts and unexpired leases or to the sale of
        the Assets to the highest and best bidder at the auction:
        60 days from entry of the Court order approving the
        Bidding Procedures;

     f. the deadline to object to adequate assurance of future
        performance on executory contracts and unexpired leases to
        be assumed and assigned in connection with a successful
        bidder for the assets: 60 days from entry of the
        court order approving the Bidding Procedures.

     g. the deadline for potential buyers to submit qualified bid
        term sheets: 65 days from entry of the court order
        approving the Bidding Procedures;

     h. if no qualified bids, proceed to the confirmation hearing:
        66 days from entry of the court order approving the
        bidding procedures auction, if required: 74 days from
        entry of the court order approving the bidding procedures;
        and

     i. hearing to approve sale to highest bidder at auction, if
        held: 78 days from entry of the court order approving the
        Bidding Procedures.

A copy of the proposed Bidding Procedures is available for free
at http://bankrupt.com/misc/FX_biddingprocedures.pdf

                         About FX Luxury

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

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

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


FX LUXURY: Court OKs Termination of Receiver's Authority
--------------------------------------------------------
FX Luxury Las Vegas I, LLC; Larry L. Bertsch, as receiver of FX
Luxury,; Landesbank Baden-Wurttemberg, New York Branch, as
Administrative Agent and Collateral Agent for Deutsche
Hypothekenbank, Munchener Hypothekenbank eG, and Landesbank Baden-
Wurttemberg, stipulated and agreed that the Receiver's authority
will terminate.

On June 15, 2009, in connection with a first lien deed of trust,
Mr. Bertsch was appointed as receiver for the properties by order
of the Eighth Judicial District Court, in and for Clark County,
Nevada, pursuant to a petition filed by the First Lien Agent.
Subsequent to the Nevada District Court's order, the Receiver took
possession of the Properties on or about June 23, 2009.

The Receiver will no longer serve as receiver or a custodian, and
the Receiver won't make any disbursement from, or take any action,
in the administration of property of the Debtor, including the
properties, and any proceeds, product, offspring, rents, or
profits of the property, or property of the estate, in the
Receiver's possession, custody or control, except that the
Receiver may take such action as is necessary to preserve the
property.  Additionally, the Receiver will no longer be an officer
of the Nevada District Court and will not be an officer of the
Court in the bankruptcy case.

The Receiver will turnover and deliver to Debtor, no later than
5:00 p.m. prevailing Pacific time on the fifth day after entry of
an order approving the stipulation, any and all property of the
Debtor held by, or transferred to, the Receiver, or proceeds,
product, offspring, rents or profits of the property that is in
Receiver's possession, custody or control, including these bank
accounts: (a) the FX Las Vegas I, LLC account at Bank of America;
(b) the Metroflag Travelodge Checking Account at Bank of America
(the Travelodge Account); and (c) a restricted account held by the
Receiver holding security deposits received from certain tenants,
which security deposits are to be turned over to Debtor who will
open a new, restricted account to hold the tenants' deposits (the
Security Deposit Account, and together with the Debtor's Operating
Account and the Travelodge Account, the Prepetition Accounts).

The Receiver will file, no later than 5:00 p.m., prevailing
Pacific time, on the fifth day after entry of an order approving
the stipulation, an accounting with the Court detailing the
property of the Debtory, that, at any time, came into the
possession, custody or control of Receiver.

Entities to which the Receiver has become obligated with respect
to property of the Debtor will continue to have the right to seek
protection as may be determined by the Court.

The Receiver has been compensated for services rendered and
reimbursed for expenses incurred, as related to the receivership
action prior to the Petition Date by the First Lien Agent from its
cash collateral.

The Receiver may be retained by the First Lien Lenders and the
Receiver (or other person as may be selected by the
First Lien Agent in the event that the Receiver will resign or is
otherwise unavailable) will be permitted to access the properties
and will be provided reasonable access to all of the books and
records of the Debtor for the purpose of monitoring its
businesses, operations and finances (on behalf of the First Lien
Lenders), and for the purpose of assisting in the implementation
of a sale process for the Properties or the proposed prepackaged
Chapter 11 plan of liquidation.

Fees, costs and expenses incurred by the First Lien Lenders in
connection with the postpetition retention of the Receiver and/or
other party will be reimbursable by the Debtor pursuant to a first
lien credit agreement and in accordance with the interim cash
collateral order or the final cash collateral order, as
applicable; provided, however, that the Receiver and/or other
party will be entitled to no more than $30,000 in the aggregate,
payable at a rate of no greater than $5,000 per month, for its
services in accordance with the foregoing.

The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada has approved the stipulation.

                         About FX Luxury

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

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

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


GAMES MERGER: Moody's Assigns Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and Probability of Default Rating to Games Merger Corp. (merger
sub).  It is Moody's understanding that at the close of the
transaction, Games Merger Corp. will merge into Dave and Buster's,
Inc., which will be the surviving entity.  Concurrently, Moody's
also assigned ratings to the proposed senior secured facilities
and proposed senior unsecured notes.  In addition, Moody's will
also assign an Speculative Grade Liquidity Rating upon closing.
The rating outlook is negative.  The assigned ratings are subject
to the receipt and review of final documents and closing of a
proposed refinancing transaction.

Proceeds from the proposed credit facilities and proposed senior
unsecured notes, along with cash equity from the Oak Hill Capital
Partners ("Oak Hill") and some roll-over equity from management,
will be used to complete the acquisition of D&B by Oak Hill for a
total consideration of $570 million.  The proposed post-
transaction debt structure will be primarily comprised of a
$50 million senior secured revolving credit facility, a $150
million senior secured term loan and $200 million senior unsecured
notes.

Despite the increase in leverage as a result of the proposed
transaction, the assigned B2 CFR reflects D&B's continually
decelerated negative same store sales and Moody's expectation that
operating environment should continue to stabilize for D&B in the
back half of 2010.  John Zhao, Moody's analyst, stated that,
"Moody's anticipates stabilizing comparable same store sales along
with revenue growth from additional stores, would lead to expanded
operating profit to mitigate the negative impact on cash flow due
to higher interest expense." The B2 rating is consistent with
Moody's view that the (EBITDA-Capex)/Interest would recover and be
maintained at a minimal of 1.0x and free cash flow will be
modestly positive, although at a very modest level in the medium
term.  Proforma adjusted debt/EBITDA (based on January 2010
reported results) would be approximately 5.9x and (EBITDA-
Capex)/Interest would be below 1.0x.

The B2 rating also incorporates the highly capital intensive
nature of the Dave & Buster's business model, its limited scale
and scope as a result of its relatively small store base and
relatively high operating leverage due to its much larger format
than a typical casual dining venue.  While the company does have
modest breadth of geographic footprint, it exhibits significant
earnings concentrations at some locations, such as Times Square,
NY.

Favorably, the B2 CFR reflects D&B's ability to maintain
relatively stable margins despite recent topline pressure, leading
niche position in the combined food & entertainment industry and
strong name recognition.  In addition, Moody's expects the new
store development will be implemented at a measured pace without
depressing free cash flow into negative territory on a sustained
basis.

The negative outlook, however, reflects the company's proforma
weak credit metrics and Moody's concern that they may not recover
to levels commensurate with a B2 rating in a timely manner.  The
outlook incorporates the still challenging operating environment
for restaurant operators, such as the elevated unemployment rate
and lack of real personal income growth.  Given the historical
high correlation between D&B's operating performance and real
income growth, as well as its more discretionary nature of its
offering and modest reliance on business spending (such as special
event), the pace of recovery for D&B may lag other casual dining
concepts and the magnitude of the recovery could be less robust.
Further, the company might not able to scale back development
capital spending as quickly as needed considering the long
construction lead time that is typical for its big-box units,
therefore its credit metrics would likely remain weak.  The B2 CFR
is likely to be downgraded if Moody's deems that the( EBITDA-
Capex)/Interest will likely not recover to/above 1.0x, or same
store sales deviate from the stabilizing trajectory, among other
rating factors.

These ratings were assigned to Games Merger Corp.:

* B2 Corporate Family Rating

* B2 Probability of Default Rating

* Ba2 (LGD2, 14%) on the $50 million senior secured revolving
  credit facility

* Ba2(LGD2, 14%) on the $150 million senior secured term loan

* B3 (LGD4, 69%) on the $200 million senior unsecured notes

* Rating outlook: negative

All ratings of the Dave & Buster's, Inc., including its B2 CFR,
SGL-3 and negative outlook, remain unchanged.  Moody's expects to
withdraw all the existing Oldco's ratings upon the close of the
transaction if substantially all rated debt is repaid.  The last
rating action on D&B occurred on July 22, 2009 when the rating
outlook was revised to negative from stable.

Headquartered in Dallas, Texas, Dave & Buster's, Inc., is a
leading operator of large format, high volume specialty
restaurant-entertainment complexes.  The company operates under
the Dave & Buster's, Dave & Buster's Grand Sports Caf‚, and
Jillian's brand names and owns approximately 56 units in the
United States and Canada and franchises one unit in Mexico.
Revenues for the last twelve months ended January 31, 2010, were
approximately $521 million.


GENERAL GROWTH: Court Declares Brookfield as Lead Bidder
--------------------------------------------------------
Michael J. de la Merced at The New York Times reports that the
bankruptcy judge on Friday afternoon granted General Growth
Properties' motion to certify an investment plan led by Brookfield
Asset Management as its "stalking-horse" bid.  Minutes later, the
Simon Property Group said it was withdrawing its $20-a-share bid,
the report says.

According to the NY Times, General Growth on Friday morning said
it has chosen to stick with an investment plan led by Brookfield,
spurning a last-minute takeover bid from the Simon Property Group.

As reported by the Troubled Company Reporter on May 7, 2010, Simon
made its best and final offer to acquire General Growth 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, Simon said the 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.

The TCR on May 6, 2010, reported that General Growth asked Judge
Allan Gropper to approve bidding procedures and compensation for
the financial commitments to be provided pursuant to a revised
$6.55 billion equity investment and $2 billion capital backstop
offer from Brookfield, Pershing Square Capital Management and
Fairholme Funds.  GGP said it will continue to consider
competitive proposals and expects to select its plan for emergence
from bankruptcy in early July.

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

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

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

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

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

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

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

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

  -- lowering liquidity thresholds and raising debt limits; and

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

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

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

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

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

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

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

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

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

Simon on May 2 offered about $5.8 billion in stock and cash to buy
GGP and said it would pay down about $7 billion of unsecured debt,
Daniel Taub and Tiffany Kary of Bloomberg News report, citing a
person with knowledge of Simon's new bid.  Under Simon's May 2
offer, Simon would pay $13.25 a share for the New GGP -- $10 in
Simon stock and $3.25 in cash -- and would backstop a $5-a-share
offering for GGO, the person disclosed to Bloomberg.

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

                       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)


GENOIL INC: Posts C$5.1 Million Net Loss for 2009
-------------------------------------------------
GenOil Inc. reported a net loss of C$5.1 million on zero revenues
for the year ended Dec. 31, 2009, compared with a net loss of
C$7.7 million on C$36,109 revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2009, showed C$4.1 million
in total assets and C$2.7 million in total liabilities for a
stockholders' equity of C$1.3 million.

A full-text copy of the Company's financial report is available
for free at http://ResearchArchives.com/t/s?6170

                       Going Concern Doubt

As at September 30, 2009, the Company had incurred accumulated
losses of $66,561,206 since inception.  The Company believes its
ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its upgrader technology, and obtaining
the necessary financing to develop this technology further.

                        About Genoil Inc.

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.

Genoil has designed and developed the Genoil Hydroconversion
Upgrader, an improved hydrogenation process that upgrades and
increases the yields from high sulphur, acidic, heavy crude oils
and heavy refinery feed stocks, bitumen and refinery residues into
light, clean transportation fuels; and the Crystal separator, a
unique process for multi-stage separation of immiscible phases
with different densities.

Genoil's sales and marketing operations are run through a
worldwide network of commissioned technical sales agents.

The Company is listed on the TSX Venture Exchange under the symbol
GNO as well as the Nasdaq OTC Bulletin Board using the symbol
GNOLF.OB.


GHOST TOWN: Court OKs Park Sale to American Heritage for $7.5MM
---------------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review, citing the
Mountaineer of Waynesville, North Carolina, reports that a
bankruptcy judge in Ashville has approved the sale of Ghost Town
in the Sky to American Heritage Family Parks LLC for $7.5 million.

Dow Jones says American Heritage owner Al Harper told the
newspaper that he still has to address some "final contingencies"
before the financing package is "ready to roll."

Dow Jones says the deal revives hopes that Ghost Town in the Sky
will open for its 2010 season.  Dow Jones, however, notes much
still needs to be accomplished for the park which filed for
Chapter 11 protection in 2009 and then was buried in a mudslide in
February.

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


GUITAR CENTER: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 92.50 cents-
on-the-dollar during the week ended Friday, May 7, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.92 percentage points
from the previous week, The Journal relates.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 9, 2014, and carries Moody's B3 rating and
Standard & Poor's B- rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Guitar Center, Inc., headquartered in Westlake Village,
California, is the largest musical instrument retailer with 312
stores and a direct response segment, which operates its websites.
It operates three distinct musical retail business -- Guitar
Center (about 70% of revenue), Music & Arts (about 7% of revenue),
and Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.


GRAY COMMS: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Gray
Communications System, presently known as Gray Television, Inc.,
is a borrower traded in the secondary market at 97.29 cents-on-
the-dollar during the week ended Friday, May 7, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.82 percentage points
from the previous week, The Journal relates.  The Company pays 150
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Dec. 21, 2014, and carries Moody's B2 rating and
Standard & Poor's B rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

Gray Television carries 'CCC' issuer credit ratings from Standard
& Poor's and 'Caa1' corporate family rating from Moody's.


HARBORWALK LP: Files New Schedules of Assets and Liabilities
------------------------------------------------------------
Harborwalk, LP, filed with the U.S. Bankruptcy Court for the
Southern District of Texas amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $41,469,034
  B. Personal Property           $28,614,130
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,993,507
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $573,846
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $985,051
                                 -----------      -----------
        TOTAL                    $70,083,164      $28,552,404

Hitchcock, Texas-based Harborwalk LP is the developer of a 380-lot
master planned community on West Galveston Bay in Texas.  The
project was begun in 2002, and 275 lots were sold.  The property
was damaged by Hurricane Ike in September 2008.  The project
includes a yacht club and a 150-slip marina.

The Company and its affiliates filed for Chapter 11 on January 30,
2010, (Bankr. S.D. Tex. Lead Case No. 10-80043.)  Marcy E. Kurtz,
Esq. at Bracewell & Giuliani LLP assists the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,000.


HARBORWALK LP: Wants Plan Exclusivity Until July 23
---------------------------------------------------
Harborwalk, LP, et al., ask the U.S. Bankruptcy Court for the
Southern District of Texas to extend their exclusive periods to
file and solicit acceptances for the proposed Plan of
Reorganization until July 23, 2010, and September 21, 2010,
respectively.

Absent the extension, the Debtors' initial exclusivity period is
set to expire after May 25, 2010.

The Debtors need additional time to negotiate with their secured
lender to reach a settlement that may facilitate a consensual
plan.

The Debtors propose a hearing on the extension of their exclusive
periods on May 18, 2010, at 10:45 a.m.  The hearing will be held
at Courtroom 401 U.S. Bankruptcy Court, 515 Rusk Avenue, Houston,
Texas.

The Debtors are represented by:

     Marcy E. Kurtz
      E-mail: Marcy.Kurtz@bgllp.com
     Chris S. Tillmanns
      E-mail: Chris.Tillmanns@bgllp.com
     Bracewell & Giuliani LLP
     711 Louisiana, Suite 2300
     Houston, TX 77002
     Tel: (713) 223-2300
     Fax: (713) 221-1212

                        About Harborwalk LP

Hitchcock, Texas-based Harborwalk LP is the developer of a 380-lot
master planned community on West Galveston Bay in Texas.  The
project was begun in 2002, and 275 lots were sold.  The property
was damaged by Hurricane Ike in September 2008.  The project
includes a yacht club and a 150-slip marina.

The Company and its affiliates filed for Chapter 11 on January 30,
2010, (Bankr. S.D. Tex. Lead Case No. 10-80043.)  Marcy E. Kurtz,
Esq. at Bracewell & Giuliani LLP assists the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,000.


HAWKER BEECHCRAFT: Swings to $63.4MM Net Loss for March 28 Quarter
------------------------------------------------------------------
Hawker Beechcraft Acquisition Company LLC reported higher sales
and a reduced operating loss during the three months ended
March 28, 2010, as compared to the same period in 2009, primarily
due to increased production volume in its Trainer Aircraft
segment.

The Company revealed a net loss of $63.4 million on $568.2 million
of total sales for the three months ended March 28, 2010, compared
with a net income of $53.1 million on $537.6 million of sales for
the three months ended March 29, 2009.

The Company's balance sheet at March 28, 2010, showed $3.411
billion in total assets and $3.355 billion in total liabilities
for a stockholders' equity $56.5 million.

Net sales for the three months ended March 28, 2010, were $568.2
million, an increase of $30.6 million compared to the first
quarter of 2009.  Sales in the Trainer Aircraft segment increased
by $61.6 million due to an increased build rate on the Company's
JPATS contract with the U.S. Government, as well as increased
production on other international contracts awarded in the second
half of 2009.  Partially offsetting this increase was a decline in
Business and General Aviation segment sales of $32.8 million as a
result of continued depressed demand in the general aviation
market. During the quarter, the Company delivered 34 business and
general aviation aircraft as compared to 57 during the same period
in 2009.

During the three months ended March 28, 2010, the Company recorded
an operating loss of $25.1 million, compared to an operating loss
of $46.0 million during the first quarter of 2009.  The
improvement over the prior year was primarily due to the increased
volume in the Trainer Aircraft segment.

Cash flow generated by operations was $8.7 million during the
three months ended March 28, 2010, compared to operating cash
consumed in operations of $171.2 million in the same quarter of
2009.  The improved cash flow compared to the prior year was
primarily due to continued reduction in inventory balances, as
well as lower operating expenses across the Company.  On March 28,
2010, the Company's cash balance was $300.7 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?619c

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.


HAWKER BEECHCRAFT: Bank Debt Trades at 15% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 84.67 cents-on-
the-dollar during the week ended Friday, May 7, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.90 percentage points
from the previous week, The Journal relates.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
loan matures on  March 26, 2014, and carries Moody's Caa1 rating
and Standard & Poor's CCC+ rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.


HCA INC: Bank Debt Trades at 4% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA Inc. is a
borrower traded in the secondary market at 96.14 cents-on-the-
dollar during the week ended Friday, May 7, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.18 percentage points
from the previous week, The Journal relates.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Nov. 6, 2013, and carries Moody's Ba3 rating and
Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.


HEALTH NET: Region Contract Renewal Cues Fitch's Evolving Watch
---------------------------------------------------------------
Fitch's ratings on Health Net Inc. are placed on Rating Watch
Evolving following the announcement that the Department of Defense
intends to renew Health Net's North Region contract.

In July 2009 Fitch downgraded the ratings of Health Net based on
negative implications associated with the DOD decision that Health
Net's contract as the Managed Care Support contractor for the
TRICARE North Region was not being renewed.  TRICARE is a DOD
program that provides health insurance to active members of the
U.S. military and their families in partnership with private
insurers.  Health Net's Government contracts segment which is
mostly TRICARE business accounted for 55% of Health Net's 2009
enrollment, and generated $165 million in 2009 pre-tax earnings.
Health Net appealed the DOD's decision and given the announced
disqualification of the only other bidder, Health Net's contract
is expected to be renewed.

Fitch views the TRICARE contract renewal positively for the
company and should terms of the new contract yield financial
results similar to those seen in recent years, the ratings may be
upgraded.  The extent to which Health Net's ratings may be
upgraded will depend on projected earnings, cash flow and risk
sharing provisions which are not yet known.

Conversely, the ratings of all companies in the health insurance
and managed care sector (the sector) that are rated by Fitch
currently have a Negative Outlook, reflecting uncertainty around
the final details of recently passed Patient Protection and
Affordable Care Act (commonly referred to as the federal health
reform law).  Depending on how these as yet undefined elements of
the legislation develop, Health Net's ratings may be downgraded to
reflect any associated negative implications.

Further, Fitch is concerned by ongoing competitive pressures in
Health Net's core California market, where it is losing membership
and where its business is increasingly concentrated.  Continued
deterioration in enrollment, operating performance, or capital
position could add negative pressure on the ratings.

Fitch will review both the positive issues surrounding the TRICARE
renewal and the potential negative items related to health reform
and California market pressures once information is better
understood.  It is possible the ratings be reviewed and adjusted
multiple times during the remainder of this year.


Health Net, Inc. is among the largest publicly traded managed care
operations in the U.S., reporting March 31, 2010 enrollment of
approximately 6 million individuals, including enrollment
associated with its TRICARE business.  The company provides a
variety of indemnity, PPO, POS, and HMO plans in the group,
individual, Medicare risk, Medicaid, and TRICARE markets.  The
company also reported membership of approximately 457,000 in its
Medicare Part D plans at March 31, 2010.

Fitch has placed these ratings on Rating Watch Evolving:

Health Net, Inc.

  -- Issuer Default Rating 'BB-';
  -- $400 million 6.375% senior unsecured notes is 'B+'.

Health Net Of California, Inc.
Health Net of Arizona, Inc.
Health Net Health Plan of Oregon, Inc.

  -- Insurer Financial Strength 'BBB-'.


HERTZ CORP: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 97.82
cents-on-the-dollar during the week ended Friday, May 7, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.88
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Dec. 21, 2012, and carries
Moody's Ba1 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.


IKARIA ACQUISITION: S&P Raises Rating on Senior Bank Loan to 'BB'
-----------------------------------------------------------------
On May 6, 2010, Standard & Poor's Ratings Services raised its
issue-level and recovery ratings on Ikaria Acquisition Inc.'s
proposed senior secured bank credit facility following a change in
deal terms.  The issue-level rating on the senior secured facility
was raised to 'BB' (two notches higher than S&P's 'B+' corporate
credit rating on Ikaria Holdings Inc.), from 'BB-', with a
recovery rating of '1', indicating S&P's expectation of very high
(90%-100%) recovery in the event of payment default.  The revision
follows a change in terms of the deal, which included, among other
changes, lowering the amount of the term loan to $270 million from
$320 million.

                           Ratings List

                       Ikaria Holdings Inc.

       Corporate credit rating                 B+/Stable/--

                     Ikaria Acquisition Inc.

           Ratings Raised            To            From
           --------------            --            ----
           Senior secured debt       BB            BB-
            Recovery rating          1             2


IMG WORLDWIDE: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2 Probability-of-Default Rating to IMG Worldwide, Inc.
Additionally, Moody's assigned a Ba2 rating to IMG's new
$350 million senior secured (stock only) credit facility, which
consists of a $300 million term loan due 2015 and $50 million
revolver due 2014.  Proceeds from the new term loan will be used
to refinance the company's existing credit facility and for
general corporate purposes, including strategic acquisitions.  The
rating outlook is stable.

Ratings assigned:

Issuer: IMG Worldwide, Inc.

* Corporate family rating, Assigned B2
* Probability-of-default rating, Assigned B2
* Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 13%

The B2 CFR reflects the company's modest EBITDA margins, its
largely fixed cost infrastructure and exposure to economic cycles
due to dependence on corporate advertising and marketing spend.
Ratings are constrained by IMG's high debt-to-EBITDA leverage of
around 7.6x (pro-forma 2009, incorporating Moody's standard
adjustments and excluding stock compensation expense).  The B2 CFR
also reflects the strength of IMG's market position as a worldwide
leader in sports and entertainment and media production, the
company's diversified revenue and earnings base, and its global
geographic presence.  The rating is supported by IMG's high degree
of recurring revenue due to the typically long-term nature of
rights contracts, its experienced and dynamic management team and
the company's track record of developing new business ventures in
the sports and entertainment space.  The company's scale and
global diversity gives it a competitive edge and often there is no
rival better able to provide comprehensive services and managing
sporting and other events.  The rating incorporates IMG's solid
liquidity profile, supported by strong balance sheet cash and
absence of significant near term debt maturities.

Moody's expects IMG will maintain a good liquidity profile over
the next twelve months.  The company is expected to have pro-forma
cash of approximately $231 million (as of 12/31/2009, excluding
any likely acquisitions) and should generate free cash flow in
excess of $25 million in 2010.  IMG will have access to a
$50 million revolver due in 2014 and Moody's do not anticipate
that it will be highly reliant on the facility going forward.
Moody's expect IMG will remain in compliance with financial
covenants over the next twelve months with sufficient EBITDA
headroom.

The Ba2 rating and LGD2-13% assessment on the guaranteed senior
secured credit facility is three notches above the CFR reflecting
the first priority claim on the assets and cash flow in a distress
situation.  The credit facility is secured by the capital stock of
the borrower and its domestic subsidiaries, as well as their
intellectual and personal property.  Though it does not include
rights under client contracts and possibly some if not all joint
venture interests and related assets.  These excluded assets
represent the material revenue-generating asset security, though
heavily influenced by the company's intellectual property, so
essentially Moody's views the facility to be substantially
unsecured debt with the benefit of security of certain intangible
assets which could be more beneficial than a lack of any security
in a default situation.  The $400 million subordinated notes are
contractually subordinated to the credit facilities and provide a
loss absorption cushion which provides lift for the senior debt
rating.

The stable outlook reflects Moody's expectation that following the
downturn in profits and cash flow caused by the global recession,
IMG's operating performance will show improvement over the next
two years and as a result financial leverage will decline to the
mid 6x range within 18 to 24 months.  The outlook also assumes
that IMG will maintain a solid liquidity profile and will refrain
from large debt financed acquisitions and /or cash distributions
to shareholders.  Moody's believes that the company's owner,
Forstmann Little, has typically been a longer term investor than
many other private equity sponsors and slightly more debt averse.

This is the first time Moody's has assigned public ratings to IMG
Worldwide, Inc.

IMG's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside IMG's core industry and
believes IMG's ratings are comparable to those of other issuers
with similar credit risk.

IMG is a sports, entertainment and media organization, with
approximately 3,000 employees, and over 90 offices in nearly 30
countries.  Annual revenues approximate $981 million.


IMG WORLDWIDE: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to New York City-based IMG Worldwide
Holdings Inc. and its principal subsidiary, IMG Worldwide Inc.
The rating outlook is stable.

At the same time, S&P assigned IMG Worldwide Inc.'s proposed
$350 million senior secured credit facilities S&P's issue-level
rating of 'B+' (one notch higher than the 'B' corporate credit
rating) with a recovery rating of '2', indicating S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default.

The facilities comprise a $50 million revolver due 2014 and a
$300 million term loan due 2015.  The company will use proceeds to
refinance outstanding balances under its existing senior secured
credit facilities and for general corporate purposes, including
working capital needs and to finance future permitted
acquisitions.

"The 'B' corporate rating reflects IMG's high debt leverage,
aggressive financial policy, acquisitive growth strategy, and
volatility in operating performance," said Standard & Poor's
credit analyst Michael Listner, "given the company's underlying
reliance on corporate marketing spend and contract renewals."
These factors are tempered by the company's leading market
position as a sports, entertainment, and media company; its strong
level of client diversification; and its longstanding
relationships with athletes, corporate sponsors, media
broadcasting firms, and sanctioned sporting events.


JETBLUE AIRWAYS: Files Form 10-Q for First Quarter of 2010
----------------------------------------------------------
JetBlue Airways Corporation filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 31,
2010.

The Company, which earlier announced its first quarter results
through an earnings release, reported these results:

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

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

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

A copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?61a2

                       About JetBlue Airways

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

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

                            *    *    *

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

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


JEVIC TRANSPORTATION: Wants Access to Cash Collateral
-----------------------------------------------------
Jevic Holding Corp., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for authorization to use their prepetition
secured lenders' cash collateral until June 30, 2010.

The Debtors will use the cash collateral to analyze claims filed,
determine if a structure for winding down these Chapter 11 cases
is feasible, pay monthly fixed costs for document retention,
claims and noticing agent services, limited payroll, and limited
professional fees.

As adequate protection for any diminution in value of the secured
party's collateral, the Debtors will grant the secured party
adequate protection liens and superpriority administrative expense
claims, subject to the carve out.

                    About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company
has two units: Jevic Holding Corp. and Creek Road Properties.
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg &
Ellers, in Wilmington, Delaware, represent Jevic Transportation.
The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
represent the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors have ceased substantially all of their business and
terminated approximately 90% of their employees.  The Debtors
continue to manage the wind-down process in attempt to deliver all
of the freight that is in their system and to retrieve their
assets.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $50 million and $100 million.
As reported in the Troubled Company Reporter on Jan. 3, 2009,
The company reported a net loss of $296,469 on $0 revenues for the
month of September 2008.  At Sept. 30, 2008, the company had total
assets of $28,934,350, total liabilities of $36,188,467, and
stockholders' deficit of $7,254,117.


IMG WORLDWIDE: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2 Probability-of-Default Rating to IMG Worldwide, Inc.
Additionally, Moody's assigned a Ba2 rating to IMG's new
$350 million senior secured (stock only) credit facility, which
consists of a $300 million term loan due 2015 and $50 million
revolver due 2014.  Proceeds from the new term loan will be used
to refinance the company's existing credit facility and for
general corporate purposes, including strategic acquisitions.  The
rating outlook is stable.

Ratings assigned:

Issuer: IMG Worldwide, Inc.

* Corporate family rating, Assigned B2
* Probability-of-default rating, Assigned B2
* Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 13%

The B2 CFR reflects the company's modest EBITDA margins, its
largely fixed cost infrastructure and exposure to economic cycles
due to dependence on corporate advertising and marketing spend.
Ratings are constrained by IMG's high debt-to-EBITDA leverage of
around 7.6x (pro-forma 2009, incorporating Moody's standard
adjustments and excluding stock compensation expense).  The B2 CFR
also reflects the strength of IMG's market position as a worldwide
leader in sports and entertainment and media production, the
company's diversified revenue and earnings base, and its global
geographic presence.  The rating is supported by IMG's high degree
of recurring revenue due to the typically long-term nature of
rights contracts, its experienced and dynamic management team and
the company's track record of developing new business ventures in
the sports and entertainment space.  The company's scale and
global diversity gives it a competitive edge and often there is no
rival better able to provide comprehensive services and managing
sporting and other events.  The rating incorporates IMG's solid
liquidity profile, supported by strong balance sheet cash and
absence of significant near term debt maturities.

Moody's expects IMG will maintain a good liquidity profile over
the next twelve months.  The company is expected to have pro-forma
cash of approximately $231 million (as of 12/31/2009, excluding
any likely acquisitions) and should generate free cash flow in
excess of $25 million in 2010.  IMG will have access to a
$50 million revolver due in 2014 and Moody's do not anticipate
that it will be highly reliant on the facility going forward.
Moody's expect IMG will remain in compliance with financial
covenants over the next twelve months with sufficient EBITDA
headroom.

The Ba2 rating and LGD2-13% assessment on the guaranteed senior
secured credit facility is three notches above the CFR reflecting
the first priority claim on the assets and cash flow in a distress
situation.  The credit facility is secured by the capital stock of
the borrower and its domestic subsidiaries, as well as their
intellectual and personal property.  Though it does not include
rights under client contracts and possibly some if not all joint
venture interests and related assets.  These excluded assets
represent the material revenue-generating asset security, though
heavily influenced by the company's intellectual property, so
essentially Moody's views the facility to be substantially
unsecured debt with the benefit of security of certain intangible
assets which could be more beneficial than a lack of any security
in a default situation.  The $400 million subordinated notes are
contractually subordinated to the credit facilities and provide a
loss absorption cushion which provides lift for the senior debt
rating.

The stable outlook reflects Moody's expectation that following the
downturn in profits and cash flow caused by the global recession,
IMG's operating performance will show improvement over the next
two years and as a result financial leverage will decline to the
mid 6x range within 18 to 24 months.  The outlook also assumes
that IMG will maintain a solid liquidity profile and will refrain
from large debt financed acquisitions and /or cash distributions
to shareholders.  Moody's believes that the company's owner,
Forstmann Little, has typically been a longer term investor than
many other private equity sponsors and slightly more debt averse.

This is the first time Moody's has assigned public ratings to IMG
Worldwide, Inc.

IMG's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside IMG's core industry and
believes IMG's ratings are comparable to those of other issuers
with similar credit risk.

IMG is a sports, entertainment and media organization, with
approximately 3,000 employees, and over 90 offices in nearly 30
countries.  Annual revenues approximate $981 million.


IMG WORLDWIDE: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to New York City-based IMG Worldwide
Holdings Inc. and its principal subsidiary, IMG Worldwide Inc.
The rating outlook is stable.

At the same time, S&P assigned IMG Worldwide Inc.'s proposed
$350 million senior secured credit facilities S&P's issue-level
rating of 'B+' (one notch higher than the 'B' corporate credit
rating) with a recovery rating of '2', indicating S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default.

The facilities comprise a $50 million revolver due 2014 and a
$300 million term loan due 2015.  The company will use proceeds to
refinance outstanding balances under its existing senior secured
credit facilities and for general corporate purposes, including
working capital needs and to finance future permitted
acquisitions.

"The 'B' corporate rating reflects IMG's high debt leverage,
aggressive financial policy, acquisitive growth strategy, and
volatility in operating performance," said Standard & Poor's
credit analyst Michael Listner, "given the company's underlying
reliance on corporate marketing spend and contract renewals."
These factors are tempered by the company's leading market
position as a sports, entertainment, and media company; its strong
level of client diversification; and its longstanding
relationships with athletes, corporate sponsors, media
broadcasting firms, and sanctioned sporting events.


JOSHUA FARMER: Court Transfers Case to Charlotte Division
---------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for
the Western District of North Carolina transferred the Chapter 11
case of Joshua and Andrea Farmer from the Shelby Division of this
Court to the Charlotte Division of this Court.

The Court also ordered that the first meeting of creditors will
take place as scheduled at 2:00 p.m. on May 21, 2010, at the
Cleveland County Courthouse, 100 Justice Place, 3rd Floor,
Courtroom 5, Shelby, North Carolina.

Rutherfordton, North Carolina-based Joshua Farmer and Andrea
Farmer -- dba Two Mile Properties, LLC, et al. -- filed for
Chapter 11 bankruptcy protection on April 5, 2010 (Bankr. W.D.
N.C. Case No. 10-40270).  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Raymond Farmer and Diane Farmer filed a separate Chapter 11
petition on April 5, 2010 (Case No. 10-40269), listing $10,000,001
to $50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Travis W. Moon, Esq., at Hamilton Moon Stephens Steele Martin,
assists the Debtors in their restructuring efforts.


LA TANYA GREENAWAY-SHARP: Case Summary & Creditors List
-------------------------------------------------------
Debtor: La Tanya D. Greenaway-Sharp
        13013 Cambridge Court
        Chino, CA 91710

Bankruptcy Case No.: 10-23578

Chapter 11 Petition Date: May 4, 2010

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

Judge: Ellen Carroll

Debtor's Counsel: Stephen R. Wade, Esq.
                  The Law Offices of Stephen R. Wade
                  400 N Mountain Avenue Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: dp@srwadelaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb10-27683.pdf

The petition was signed by the Debtor.


LAKEVIEW MRI: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lakeview MRI, LLC
        8902 N. Meridian Street, Suite 103
        Indianapolis, IN 46260
        County: Marion

Bankruptcy Case No.: 10-06604

Chapter 11 Petition Date: May 4, 2010

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Eric C. Redman, Esq.
                  Redman Ludwig PC
                  151 N Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  E-mail: ksmith@redmanludwig.com

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

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

According to the schedules, the Company says that assets total
$865,858 while debts total $1,970,256.

A copy of the Company's list of 3 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/insb10-06604.pdf

The petition was signed by John R. Kalenish, managing member.


LANDRY'S RESTAURANT: Privatization Cues Moody's 'B2' Rating Review
------------------------------------------------------------------
Moody's Investors Service stated that the increased offer by
Landry's Restaurant, Inc.'s Chairman to take the company private
could make it more difficult for the company to maintain its
current ratings.  All of Landry's ratings, including its B2
Corporate Family and Probability of Default ratings, remain on
review for possible downgrade.

Moody's last rating action for Landry's occurred on November 17,
2009, when Moody's assigned a B3 rating to the company's senior
secured notes and placed all of the company's ratings -- B2
Corporate Family and Probability of Default ratings -- on review
for possible downgrade.

Landry's Restaurants, Inc., owns and operates mostly casual dining
restaurants under the trade names Landry's Seafood House, Chart
House, The Crab House, Saltgrass Steak House, and Rainforest Cafe.
Landry's also owns and operates the Golden Nugget hotel and casino
in Las Vegas, Nevada.  Annual revenue is approximately
$900 million.


LAS VEGAS SANDS: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 93.29 cents-
on-the-dollar during the week ended Friday, May 7, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.16 percentage points
from the previous week, The Journal relates.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 1, 2014, and carries Moody's B3 rating and
Standard & Poor's B- rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.


LEHMAN BROTHERS: DTCC Silent on Barclays-Lehman Deal Pressure
-------------------------------------------------------------
Bankruptcy Law360 reports that a lawyer for the Depository Trust &
Clearing Corp. -- which is at the heart of the securities trading
business -- remained tight-lipped Thursday on whether the
organization was concerned about being blamed for financial
disaster if it stood in the way of Lehman Brothers Holdings Inc.'s
controversial asset sale to Barclays PLC.

The bankruptcy court has started trial at the lawsuit where LBHI
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.

                       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)


LIBERTY LIGHTHOUSE: Fitch Withdraws 'BB' Rating on Medium Notes
---------------------------------------------------------------
Fitch Ratings removes from Rating Watch Negative, affirms, and
withdraws the 'BB' rating assigned to Liberty Lighthouse U.S.
Capital Company, LLC's U.S. Medium Term Notes and Liberty
Lighthouse Capital Company's Euro MTNs.  The action reflects the
full repayment of all outstanding MTNs on April 28, 2010.

The program currently has no MTNs outstanding, and the issuer has
indicated it will not be issuing any additional MTNs.

Fitch downgraded the MTNs in July 2009 to 'BB' from 'AAA'
reflecting the credit and market value deterioration in the
underlying collateral pool and the likelihood of forced asset
sales to meet remaining MTN maturities on a timely basis.  Since
July 2009, the issuer has been able to meet the timely repayment
of the remaining MTNs through cash flows, asset sales, and
secondary market purchases.


LORRAINE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lorraine Properties LLC
        7322 Laurel Canyon Boulevard,
        North Hollywood, CA 91605

Bankruptcy Case No.: 10-15283

Chapter 11 Petition Date: May 4, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M Yaspan
                  21700 Oxnard Street, Suite 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  E-mail: ryaspan@yaspanlaw.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
$2,850,000 while debts total $8,902,686.

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/cacb10-15283.pdf

The petition was signed by Yossi Attia, managing member.


LOUISIANA PUBLIC: S&P Reinstates 'BB' Rating With Positive Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected by reinstating its
'BB' rating, with a positive outlook, on Louisiana Public
Facilities Financing Authority's series 1993 hospital revenue
bonds due 2023, issued for Touro Infirmary.

On Dec. 16, 2005, due to an error, S&P withdrew the rating on the
2023 maturity of the series 1993 bonds.  However, the bonds remain
outstanding.  At the time S&P withdrew the rating, the bonds were
rated 'BBB+'.  Subsequently, S&P lowered the rating on the bonds
issued for Touro Infirmary three times.  Accordingly, S&P is
reinstating the rating on the 2023 maturity at 'BB'.


MAGIC BRANDS: Proposes Tavistock-Led Auction for Assets
-------------------------------------------------------
Magic Brands, LLC and its units have sought authorization from the
U.S. Bankruptcy Court for the District of Delaware to approve
bidding procedures for the sale of assets free and clear of liens,
claims, interests and encumbrances.

The Debtors want to sell all of its assets.  The Debtors entered
into an asset purchase agreement with Tavistock Ventures, Inc., as
stalking horse bidder.  Under the agreement, cash consideration
for the assets consists of (a) the asset price, plus (b) the
amount of the register cash, and (c) the amount of all security
deposits held by landlords.  As defined in the asset purchase
agreement, the asset price means (a) $31 million in the event that
the Court doesn't approve the assumption and assignment to the
purchaser of seven locations; and (b) $40 million in all other
cases.  The Stalking Horse Bidder has already delivered to the
escrow agent cash equal to $4 million as a real money deposit in
connection with the sale.

Provided that the Stalking Horse Bidder isn't then in default
under the asset purchase agreement, the Stalking Horse Bidder will
be entitled to be paid an amount equal to 3.5% of the amount set
forth in the asset purchase agreement as a combined break-up fee
and expense reimbursement if (a) the Court approves a competing
transaction and (b) the Debtors consummate the competing
transaction.

Under the bidding procedures, the Debtors request that the Court
establish a date that is no later than 28 days after entry of the
bidding procedures order as the deadline for the submission of
bids.  To be considered, competing offers must at least exceed the
sum of (i) the cash portion of the purchase price set forth in the
asset purchase agreement, plus (ii) the break-up fee and expense
reimbursement, plus (iii) $250,000, for a total minimum bid of
$41,650,000 (with the Spirit locations) or $32,335,000 (without
the Spirit locations).  The offers must be submitted with a cash
deposit equal to 10% of the purchase price offered in the
competing offer in the form of a wire transfer or a certified
check made payable to the Debtors and sent to the Debtors'
counsel.  Each subsequent bid will be in increments of at least
$250,000.

The Debtors propose that the auction take place no later than five
business days after the bid deadline.

The Debtors propose that the Court establish the same date as the
Bid Deadline as the deadline to file objections to the sale and
two days after the auction for the sale hearing, at which the
Court will consider whether to approve the asset purchase
agreement or other agreement between the Debtors and the
successful bidder, authorize the sale of the assets, and authorize
the assumption and assignment of executor contracts and unexpired
leases in connection with the sale.

Copies of the proposed bidding procedures and asset purchase
agreement are available for free at:

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

                       About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000.  Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.

FocalPoint Securities, LLC serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.


MAGUIRE PROPERTIES: Registers 6,674,573 Shares for Resale
---------------------------------------------------------
Maguire Properties, Inc., initially registered the potential
issuance of up to 10,999,398 shares of common stock in exchange
for units representing common limited partnership interests, or
common units, in Maguire Properties, L.P., its operating
partnership, and the potential resale of such common stock
pursuant to a registration statement filed on Form S-3 on July 12,
2004.  Subsequent to the date of the Original Filing, Maguire
Properties, Inc., has become no longer eligible to use Form S-3.

On April 30, the Company filed a registration statement on Form
S-11 to register the potential resale of up to 6,674,573 shares of
common stock by selling stockholders should they exchange their
remaining outstanding common units for the Company's common stock.
The registration statement utilizes a "shelf" registration process
or continuous offering process.  Under this shelf registration
process, the selling stockholders may from time to time sell the
common stock described in the registration statement in one or
more offerings.

A full-text copy of the Form S-11 is available at no charge
at http://ResearchArchives.com/t/s?6195

As reported by the Troubled Company Reporter on April 12, 2010,
Maguire Properties disclosed that $424.870 million in debt will
mature in 2010 and $36.266 million in debt will mature in 2011.
The 2010 payment obligations include $7.4 million related to a
Repurchase facility and $280.6 million in mortgage loans.

Maguire Properties said $4.255 billion in debt will mature within
the next five years.

Maguire Properties also disclosed that as part of its strategic
disposition program, certain of its special purpose property-
owning subsidiaries are currently in default under six CMBS
mortgages totaling approximately $943.816 million secured by six
separate office properties totaling approximately 2.5 million
square feet (Stadium Towers Plaza, Park Place II, 2600 Michelson,
Pacific Arts Plaza, 550 South Hope and 500 Orange Tower).

As a result of the defaults under these mortgage loans, the
special servicers have required that tenant rental payments be
deposited in restricted lockbox accounts.  As such, the Company
does not have direct access to the rental payments, and the
disbursement of cash from the restricted lockbox accounts to the
Company is at the discretion of the special servicers.  There are
several potential outcomes on each of the Properties in Default,
including foreclosure, a deed-in-lieu of foreclosure and a short
sale.  The Company said it is in various stages of negotiations
with the special servicers on each of the six assets, with the
goal of reaching a cooperative resolution for each asset quickly.
The Company remains the title holder on each of the assets.

The Company's balance sheet at December 31, 2009, revealed
$3.6 billion in total assets and $4.5 billion in total liabilities
for a $856.9 million total stockholders' deficit.

                   About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.


MCGRATH'S PUBLICK: Unsecureds to Get 60% of Annual Net Cash Flow
----------------------------------------------------------------
McGrath's Publick Fish House, Inc., filed with the U.S. Bankruptcy
Court for the District of Oregon a Disclosure Statement explaining
its proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides for the
Reorganized Debtor to continue the operation of 13 stores.  The
Debtor will sell or surrender to the applicable secured creditor
the Mesa, Arizona store which is Store 14, and the Goodyear,
Arizona store which is Store 19.  If the secured creditor desires,
the Reorganized Debtor will continue to operate either or both of
those two stores on terms mutually agreeable to the secured
creditor and the Reorganized Debtor.

The Lakewood, Colorado store, which is Store 20, will be
surrendered to Sterling Savings Bank, the senior secured creditor.

John McGrath will manage the Reorganized Debtor and The Restaurant
Management Group will be engaged as a consultant for a minimum
period of six months.  All claims for unpaid real and personal
property taxes at the 13 stores which will become a part of the
Reorganized Debtor will be paid in full within 60 days after the
effective date.

Secured creditors holding collateral with a value equal to or
greater than the amount of their debt will be paid in full and
will generally receive monthly payments in an amount equal to the
amount of payments set forth in their loan documents.

Partially secured creditors whose stores will be retained by the
Reorganized Debtor will receive monthly payments sufficient to pay
in full the amount equal to the value of their collateral.

Partially secured creditors holding collateral that cannot support
profitable operations by the Reorganized Debtor will have their
collateral sold or surrendered by the Debtor.

Small Unsecured Creditors, defined as creditors holding unsecured
claims in an amount equal to or less than $2500, will receive an
amount equal to 25% of their claims within 60 days after the
effective date.

General unsecured creditors will receive three annual payments
each in an amount equal to 60% of the Reorganized Debtor's annual
net cash flow; provided however, that the total amount of the
payments cannot be less than $1,500,000.

The holders of interests will retain their stock, but will provide
a non recourse guarantee that the general unsecured creditors will
receive at least $1,500,000, and will pledge their stock in the
Reorganized Debtor to secure the performance of their guarantee.

The unexpired leases and executory contracts will be assumed by
Debtor through the Plan.  All other unexpired leases and executory
contracts will be rejected.

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

The Debtor is represented by:

     Leon Simson
      Tel: (503) 802-2067
      Fax: (503) 972-3767
      E-Mail: leon.simson@tonkon.com
     Timothy J. Conway, OSB No. 851752
      Tel: (503) 802-2027
      Fax: (503) 972-3727
      E-Mail: tim.conway@tonkon.com
     Haley B. Bjerk, OSB No. 062760
      Tel: (503) 802-5765
      Fax: (503) 972-7465
      E-Mail: haley.bjerk@tonkon.com
     Tonkon Torp LLP
     1600 Pioneer Tower
     888 S.W. Fifth Avenue
     Portland, OR 97204

                About McGrath's Publick Fish House

Salem, Oregon-based McGrath's Publick Fish House, Inc., fdba
McGrath's Properties LLC, filed for Chapter 11 bankruptcy
protection on February 3, 2010 (Bankr. D. Ore. Case No. 10-60500).
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


MERCER INT'L: Posts EUR11.2-Mil. Net Loss for March 31 Quarter
--------------------------------------------------------------
Mercer International Inc. reported a net loss of EUR11.2 million
on EUR180.2 million of total revenues for the three months ended
March 31, 2010, compared with a net loss of EUR48.6 million on
EUR139.5 million of total revenues for the same period a year
earlier.

The Company's balance sheet at March 31, 2010, showed EUR1.11
billion total assets and EUR1.02 billion total liabilities, for a
EUR88.8 million total stockholders' equity.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6197

                   About Mercer International

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

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


MERCER INTERNATIONAL: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Vancouver, B.C.-based pulp manufacturer Mercer International Inc.,
including raising the corporate credit rating to 'B-' from 'CCC+'.
The rating outlook is positive.

At the same time, S&P raised the issue-level rating on the
company's unsecured notes due 2013 to 'B-' (the same as the
corporate credit rating), from 'CCC+'.  The recovery rating
remains '4', indicating S&P's expectation of average (albeit at
the low end of the 30% to 50%) recovery in the event of a payment
default.

"The ratings upgrade reflects S&P's view that Mercer's liquidity
has improved more rapidly than S&P had previously expected as a
result of significant improvement in pulp market conditions due to
higher demand and selling prices," said Standard & Poor's credit
analyst Andy Sookram.  At March 31, 2010, cash on hand and
availability under revolving credit facilities totaled about
?65 million, compared with S&P's previous estimated level of
approximately ?55 million by year-end 2010.  S&P now expects
liquidity will increase to around ?80 million at year-end 2010,
due to S&P's expectation that market conditions will remain
favorable compared with 2009 despite some modest pricing pressures
in the next few quarters due to capacity restarts.  In addition,
S&P expects Mercer's credit measures to strengthen by the end of
2010, with adjusted debt to EBITDA approaching 4x and EBITDA
interest coverage around 3x.  These measures would represent a
significant improvement from well over 10x and less than 1x,
respectively, at the end of 2009.

The positive rating outlook reflects the company's strengthening
financial flexibility following the significant improvement in the
pulp markets.  As a result, S&P thinks free cash flow will turn
positive in 2010, to around ?30 million, and S&P expects liquidity
will be around ?80 million at year-end 2010, up from S&P's
previous estimated level of about ?55 million.  S&P could raise
the ratings if the increase in demand and pulp prices is
sustainable and leads to the improvement in liquidity in line with
S&P's expectations.

Conversely, S&P could take a negative rating action if cash flow
falls significantly below S&P's expectations, to approximately
break-even levels, due to a meaningful deterioration in selling
prices or a decline in demand, if input costs increase without a
corresponding increase in selling prices, or if the U.S. dollar
weakens relative to the Canadian dollar or to the euro.  If any or
a combination of these factors occur, S&P think cash flow could
approach break-even levels and liquidity could decline well below
S&P's currently expected levels.


MERIDIAN RESOURCE: Shareholders' Meeting on Merger Today
--------------------------------------------------------
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 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 Meridian
common stock on that date are entitled to vote at the reconvened
special meeting.

As reported by the Troubled Company Reporter on April 23, 2010,
Meridian and certain of its subsidiaries entered into a Twelfth
Amendment to Forbearance and Amendment Agreement, dated as of
April 15, 2010, with Fortis Capital Corp., as administrative agent
to the lenders.  The Twelfth Forbearance Amendment, among other
things, extended to May 7, 2010, from April 15, 2010 the date on
which the Fortis Forbearance Agreement will terminate if the
Company has not then received shareholder approval for the
proposed merger with Alta Mesa Holdings, LP.

On April 7, 2010, Meridian Resource, Alta Mesa Holdings, and Alta
Mesa Acquisition Sub LLC entered into the First Amendment to
Agreement and Plan of Merger.  Alta Mesa raised its offer price
for the outstanding common stock of Meridian to $0.33 per share
from $0.29 per share in cash, a 14% increase over its prior offer
price and a 23% premium over the closing price of Meridian stock
on April 7, 2010.  The merger agreement was not amended in any
other respect.

The special meeting has been extended a couple of times.

Under the Twelfth Forbearance Amendment, the Company was required
to pay its Lenders an amendment fee of approximately $207,500.
The Twelfth Forbearance Amendment also accelerates by six days the
due date for the scheduled May 2010 principal payment required by
the Fortis Forbearance Agreement.

The members of the lending consortium are:

    * Fortis Capital Corp., as Administrative Agent, Co-Lead
      Arranger, Bookrunner, Issuing Lender, and a Lender;
    * The Bank of Nova Scotia, as Co-Lead Arranger, Syndication
      Agent, and a Lender;
    * Comerica Bank;
    * U.S. Bank National Association; and
    * Allied Irish Banks plc

A full-text copy of the Twelfth Forbearance Amendment is available
at no charge at http://ResearchArchives.com/t/s?6079

A full-text copy of the First Amendment to the Merger Agreement is
available at no charge at http://ResearchArchives.com/t/s?607a

Meridian has hired bankruptcy counsel to prepare for a possible
bankruptcy filing in the event its planned merger with Alta Mesa
Holdings, LP is not consummated.

                   About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.


MERUELO MADDUX: Watermarke Buys Apartment Tower for $109 Million
----------------------------------------------------------------
Bob Howard at GlobSt.com reports that Watermarke Properties Inc.
of Corona, California, acquired a newly built, 214-unit apartment
tower at 705 W. Ninth St. from Meruelo Maddux Properties for
$109.5 million in an all-cash transaction.

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


METRO-GOLDWYN-MAYER: In Talks with Creditors to Extend Waiver
-------------------------------------------------------------
The Wall Street Journal's Mike Spector and Lauren A.E. Schuker
report that people familiar with the matter said Metro-Goldwyn-
Mayer Inc. is in talks with creditors to get further leniency on
its debt payments as the two sides continue negotiations about a
restructuring plan.  According to the Journal's sources, MGM wants
lenders to grant a waiver on debt payments until at least the end
of June and perhaps longer.  The sources said details haven't been
hammered out.

The Journal notes that the waiver request is MGM's fifth since
November 2009, and comes as the studio remains locked in
negotiations over a restructuring plan that would hand control of
the company to creditors.  According to the Journal, MGM has
focused its negotiations on a small group of hedge funds invested
in the studio's bank debt.

The Journal further relates creditors had held out for better
offers as the studio's bank debt traded around 60 cents on the
dollar, which implied a value of around $2.4 billion.  According
to the Journal, in the past month or so, the debt has plunged and
now trades around 42 cents on the dollar.

According to the Journal, J.P. Morgan Chase & Co. and hedge funds
Anchorage Advisors and Highland Capital Management lead MGM's
creditors committee.  Sources said the committee is negotiating a
plan to take control of MGM through a debt-for-equity swap which
will be implemented through a "prepackaged" bankruptcy.  The
Journal says the creditors have sought advice from other media
executives on how to restructure MGM and potentially to manage the
restructured company.

The Wall Street Journal's Mike Spector and Lauren A.E. Schuker
report that Time Warner Chief Executive Jeff Bewkes said Wednesday
that Time Warner doesn't need MGM but a deal "could make sense" at
the right price.  A source also told the Journal, Len Blavatnik's
Access Industries has dropped out of the bidding process, and
doesn't appear inclined to provide any capital to the studio.

As reported by the Troubled Company Reporter on April 12, 2010,
Bankruptcy Law360 said brothers Tony and Sir Ridley Scott have
expressed an interest in running MGM.  According to Bankruptcy
Law360, the entertainment business duo have said they would be
interested in running the studio, possibly pitting them against
bidders including Time Warner Inc.

As reported by the Troubled Company Reporter on April 1, 2010, Dow
Jones Newswires' Nat Worden said MGM creditors agreed to extend
the studio's debt deadline as it explores strategic options, like
a sale of the company.  Dow Jones said the extension -- the fourth
such move in the past few months -- allows MGM to put off payments
on its nearly $4 billion debt load until May 14, according to
Susie Arons, an outside spokeswoman for company.

As widely reported, creditors have been disappointed with the bids
that came in for MGM.  Bloomberg, citing an unidentified person,
relates that Time Warner Inc. offered $1.5 billion.  Billionaire
Len Blavatnik's Access Industries proposed to reduce MGM's debt
and provide cash for film production.  Lions Gate Entertainment
Corp. dropped out of the bidding.  Liberty Media Corp. and Elliott
Management Corp. are also out.

MGM put itself up for sale last year after failing to make
payments on $3.7 billion in debt.

The Wall Street Journal reported early in March that MGM is
readying a backup plan should bids for its assets come in too low.
Sources told the Journal, MGM creditors are increasingly willing
to assume control over the studio.  The sources said that under
that scenario, MGM would likely pursue a "standalone" plan in
which lenders would convert their debt to equity.

MGM has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August, it hired the
restructuring expert Stephen F. Cooper to help lead the company.

                    About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.


METRO-GOLDWYN-MAYER: Debt Trades at 55% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 44.84
cents-on-the-dollar during the week ended Friday, May 7, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.81
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 8, 2012, and Moody's and
Standard & Poor's do not rate it.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on April 12, 2010,
Bankruptcy Law360 said brothers Tony and Sir Ridley Scott have
expressed an interest in running MGM.  According to Bankruptcy
Law360, the entertainment business duo have said they would be
interested in running the studio, possibly pitting them against
bidders including Time Warner Inc.

As reported by the Troubled Company Reporter on April 1, 2010, Dow
Jones Newswires' Nat Worden said MGM creditors agreed to extend
the studio's debt deadline as it explores strategic options, like
a sale of the company.  Dow Jones said the extension -- the fourth
such move in the past few months -- allows MGM to put off payments
on its nearly $4 billion debt load until May 14, according to
Susie Arons, an outside spokeswoman for company.

As widely reported, creditors have been disappointed with the bids
that came in for MGM.  Bloomberg, citing an unidentified person,
relates that Time Warner Inc. offered $1.5 billion.  Billionaire
Len Blavatnik's Access Industries proposed to reduce MGM's debt
and provide cash for film production.  Lions Gate Entertainment
Corp. dropped out of the bidding.  Liberty Media Corp. and Elliott
Management Corp. are also out.

MGM put itself up for sale last year after failing to make
payments on $3.7 billion in debt.

The Wall Street Journal reported early in March that MGM is
readying a backup plan should bids for its assets come in too low.
Sources told the Journal, MGM creditors are increasingly willing
to assume control over the studio.  The sources said that under
that scenario, MGM would likely pursue a "standalone" plan in
which lenders would convert their debt to equity.

MGM has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August, it hired the
restructuring expert Stephen F. Cooper to help lead the company.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.


MICHAELS STORES: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 94.53 cents-
on-the-dollar during the week ended Friday, May 7, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.35 percentage points
from the previous week, The Journal relates.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 31, 2013, and carries Moody's B3 rating and
Standard & Poor's B rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.


MOMENTIVE PERFORMANCE: S. Sedita Resigns as Board Member
--------------------------------------------------------
Stephen Sedita resigned as a member of the Board of Directors of
Momentive Performance Materials Holdings Inc. was replaced on the
Board by Robert J. Duffy on April 29, 2010.  Mr. Sedita had been
appointed to the Board as the designee of GE Capital Equity
Investments, Inc., pursuant to the terms of the Amended and
Restated Securityholders Agreement dated March 5, 2007 by and
among Holdings and its stockholders.

The Board appointed Robert J. Duffy as a director of Holdings to
fill the vacancy created by Mr. Sedita's resignation.  Mr. Duffy
has served as General Manager -- Business Development of General
Electric Company since 2003. Mr. Duffy has been designated to
serve on the Board by GE Capital-Equity pursuant to the
Securityholders Agreement.  Under the terms of the Securityholders
Agreement, GE Capital-Equity has the right to nominate one
designee for appointment or election to the Board, and has the
right to remove and replace any such designee serving on the Board
for any reason at any time, in each case provided GE Capital-
Equity meets certain minimum stock ownership requirements. GE
Capital-Equity owns approximately 9.9% of the common stock of
Holdings.

As a director of Holdings, Mr. Duffy will be entitled to receive
standard compensation for directors of Holdings who are not
employees of the Company.

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of June 28, 2009, Momentive had $3.41 billion in total assets
on $3.96 billion in total liabilities, resulting in $551.8 billion
in stockholders' deficit.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.


MPG GATEWAY: Files Schedules of Assets and Liabilities
------------------------------------------------------
MPG Gateway Ltd. filed with the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  Unknown
  B. Personal Property              $84,264
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,130,526
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $131,549
                                 -----------      -----------
        TOTAL                        Unknown       $19,262,075

Safety Harbor, Florida-based MPG Gateway Ltd. filed for Chapter 11
protection in the U.S. Bankruptcy Court in Tampa, Florida (Bankr.
M.D. Fla. Case No. 10-08075.)  MPG Gateway listed assets and debts
ranging from $10 million to $50 million.


MPG GATEWAY: Has Until June 28 to File Plan of Reorganization
-------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida directed MPG Gateway Ltd., to file a proposed
Chapter 11 Plan and Disclosure Statement by June 28, 2010.

MPG Gateway Ltd. filed for Chapter 11 protection in the U.S.
Bankruptcy Court in Tampa, Florida (Bankr. M.D. Fla. Case No.
10-08075).  Safety Harbor, Florida-based MPG Gateway listed assets
and debts ranging from $10 million to $50,000.


MPM TECHNOLOGIES: Unit Inks Joint Venture Deal with Forbes
----------------------------------------------------------
MPM Technologies Inc. said that on May 3, its wholly owned
subsidiary MPM Mining Inc. had entered into a joint venture
agreement with Forbes Financial Group to develop the Company's
mining properties.

The agreement stipulates that MPM Mining will supply all mining
data, claims, assay results, geophysical data and equipment to
the venture.  Forbes Financial Group will provide no less than
$5,000,000 of initial financing to the joint venture to commence
operations.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

As of December 31, 2009, the Company had total assets of
$1,224,484 against total liabilities, all current, of $14,468,674,
resulting in stockholders' deficit of $13,244,190.


MTI TECHNOLOGY: Fine Tunes Disclosure Statement
-----------------------------------------------
MTI Technology Corp. filed with the U.S. Bankruptcy Court for the
Central District of California amended Disclosure Statement in
relation to the proposed amended Plan of Liquidation.

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

The proponents of the amended Plan are the Debtor and the Official
Committee of unsecured creditors.

According to the amended Disclosure Statement, the Plan provides
for payment of distributions to general unsecured creditors from
Plan fund over the course of the Plan.  The estimated aggregate
amount of claim is $13,243,758.  The original iteration of the
Disclosure Statement estimated these claims at $11,358,866.

Under the Plan, general unsecured creditors will receive a pro
rata distribution from the proceeds of the MTI Trust.  The
estimated percentage recovery is 11%.

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

The Debtor is represented by:

     Scott C. Clarkson, Esq.
     Eve A. Marsella, Esq.
     Clarkson, Gore & marsella, APLC
     3424 carson street, Suite 350
     Torrance, CA 90503
     Tel: (310) 542-0111
     Fax: (310) 214-7254
     E-mail: sclarkson@lawcgm.com

                     About MTI Technology Corp

Headquartered in Tustin, California, MTI Technology Corp. --
http://www.mti.com/-- was a global provider of end-to-end
information infastructure for mid to large size companies.  At the
time of its bankruptcy filing, the Debtor had three primary groups
of assets, the majority of which have now been sold:

  (1) European Subsidiaries - The Debtor owned all of the issued
      and outstanding capital stock of each of MTI Technology
      GmbH, incorporated in Germany, MTI Technology Limited,
      incorporated in Scotland, and MTI France S.A.S.,
      incorporated in France.

  (2) A U.S.-based service division known as "Collective", which
      was acquired by the Debtor approximately 18 months ago.

  (3) A separate, U.S.-based sales and service division other
      than Collective.

The Company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Ivan L. Kallick, Esq., at
Mannatt Phelps & Phil; Christine M. Fitzgerald, Esq., and Eve A.
Marsella, Esq., at Clarkson, Gore & Marsella APLC, represent the
Debtor as counsel.  Omni Management Group LLC serves as the
Debtor's claim, noticing and balloting agent.  The U.S. Trustee
for Region 16 appointed nine creditors to serve on an Official
Committee of Unsecured Creditors in the Debtor's case.  Winthrop
Couchot Professional Corporation represents the Committee as
general insolvency counsel.  As of Aug. 21, 2007, the Debtor had
total assets of $19,955,578 and total debts of $33,093,308.


NEIMAN MARCUS: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 94.64
cents-on-the-dollar during the week ended Friday, May 7, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.02
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 6, 2013, and carries
Moody's B3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NORD RESOURCES: Faces Thursday Deadline to Pay $2.9MM to Nedbank
----------------------------------------------------------------
Nord Resources Corporation is facing a Thursday deadline to make
payments under a copper hedge agreement and a credit facility with
Nedbank Capital Limited.

In March 2009, Nord agreed with Nedbank to amend and restate its
credit agreement to provide for, among other things, the deferral
of certain principal and interest payments until December 31,
2012, and March 31, 2013.  While Nord made the scheduled principal
and interest payments that were due on September 30 and December
31, 2009, in the approximate amounts of $2.3 million each, the
Company was unable to make the scheduled principal and interest
payment due on March 31, 2010, in the approximate amount of $2.2
million.

Nord and Nedbank entered into an unconditional forbearance and
extension agreement dated March 30, 2010, that allowed for a
forbearance period of 21 days to negotiate an amendment to the
credit agreement as it pertains to the March 31, 2010 payment and
other terms therein.  That agreement was then extended to May 13,
2010.

On April 29, 2010, Nedbank provided the Company with a forbearance
agreement regarding the Company's failure to make a $697,869
payment due on April 6 under the parties' Copper Hedge Agreement.
The forbearance will be effective until May 13, and has been
granted on the same terms and conditions as the forbearance
extension with respect to the credit agreement.

If upon the expiration of the forbearance period, Nord has not
been successful in amending the credit agreement or in making the
payments owed, Nedbank will have full authority to exercise its
rights under the credit agreement, including the acceleration of
the full amount due there under and the institution of foreclosure
proceedings against the related security.  In granting the
extension, Nedbank reserved the right to withdraw its forbearance
at any time at its discretion if, after its review of the progress
being made by Nord, Nedbank is not satisfied.

Randy Davenport, Nord's interim Chief Executive Officer, said in a
statement on April 29, the Company is continuing to have amicable
and constructive discussions with Nedbank regarding the
restructuring of both the credit agreement and the Copper Hedge
Agreement.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

At December 31, 2009, the Company had total assets of $62,205,530
against total liabilities of $52,302,146, resulting in
stockholders' equity of $9,903,384.


OSI RESTAURANT: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
89.66 cents-on-the-dollar during the week ended Friday, May 7,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.79 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 9, 2014, and
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 203 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.


PAJAAMCO FAMILY: Can Sell Family Recreation & Aquatic Center
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Pajaamco Family Limited Partnership to sell its
properties consist of (i) Tract 1 Lot 1 Family Recreation &
Aquatic Center; (ii) Tract 2; (iii) Tract 3; and (iv) Tract 4,
free and clear of liens.

The Debtor is also authorized to pay all usual and customary
closing fees and costs; including attorneys fees for closing, well
as all assessed and unpaid ad valorem property taxes secured by
the property.

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.


PANAMSAT CORP: Bank Debt Trades at 3% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which PanAmSat
Corporation, now known as Intelsat Corporation, is a borrower
traded in the secondary market at 97.33 cents-on-the-dollar during
the week ended Friday, May 7, 2010, according to data compiled by
Loan Pricing Corp. and reported in The Wall Street Journal.  This
represents a drop of 0.65 percentage points from the previous
week, The Journal relates.  The Company pays 250 basis points
above LIBOR to borrow under each facility.  The bank loans mature
simultaneously on Jan. 3, 2014, and are not rated by Moody's and
Standard & Poor's.  The debt is one of the biggest gainers and
losers among 203 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Intelsat Corporation, -- http://www.intelsat.com/-- formerly
known as PanAmSat Corporation, is a global provider of video,
corporate, Internet, voice and government communications services
with a fleet of 25 satellites in-orbit.  The Company provides
transponder capacity to customers on Company-owned and operated
satellites, and deliver third-party entertainment and information
to cable television systems, television broadcasters, direct-to-
home, television operators, Internet service providers,
telecommunications companies, governments and other corporations.
It also provides satellite services and related technical support
for live transmissions for news and special events coverage.  In
addition, the Company provides satellite services to
telecommunications carriers, corporations and Internet service
providers for the provision of satellite-based communications
networks, including private corporate networks.

Intelsat Ltd.'s balance sheet showed total assets of $12.05
billion, total debts of $12.77 billion and stockholders' deficit
of $722.3 million as of March 31, 2008.


PENSKE AUTOMOTIVE: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Penske Automotive Group, Inc.'s
Corporate Family Rating and Probability of Default ratings at B2.
At the same time Moody's assigned a Caa1 rating to the company's
proposed $200 million Senior Subordinated Notes due 2020.  PAG's
rating outlook was revised to stable from negative.

Proceeds from the new notes, coupled with other available sources
of liquidity, will be used to fund a tender offer to acquire any
and all of the company's 3.5% convertible senior subordinated
notes (approximately $235 million outstanding) which could be put
to PAG in April 2011.  Moody's expects it will withdraw the Caa1
rating currently assigned to 3.5% convertible senior subordinated
notes upon closing of the tender offer.  Moody's views this series
of transactions as a positive, as it will lengthen the company's
debt maturity profile with no material impact on credit metrics.

"The revision in the rating outlook to stable from negative
reflects the company's ability to maintain sound levels of
performance notwithstanding a weak environment for auto sales"
said Moody's Vice President Scott Tuhy.  He added "The outlook
revision also reflects the company's ability to deleverage its
balance sheet, reducing total reported long term debt by
$184 million since December 31, 2008".  The stable outlook
reflects expectations that the company will maintain stable credit
metrics and a balanced financial policy.

These ratings were assigned:

* $200 million Senior Subordinated Notes due 2020 at Caa1 (LGD 5,
  89%)

These ratings were affirmed and LGD assessments amended

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $375 million Senior Subordinated Notes due 2016 at Caa1 (LGD 5,
  89% from LGD 5, 88%)

This rating was affirmed and will be withdrawn upon completion of
the tender offer for these notes:

* $235 million Convertible Notes due 2026 at Caa1

Moody's last rating action on Penske Automotive Group was on
October 1, 2009, when the company's B2 Corporate Family Rating was
confirmed, with a negative outlook.

Penske Automotive Group, Inc., headquartered in Bloomfield Hills,
Michigan, operates 326 retail automotive franchises, representing
over 40 different brands and 25 collision repair centers.


PENSKE AUTOMOTIVE: S&P Assigns 'B-' Rating on $200 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B-'
issue-level rating and '6' recovery rating to Penske Automotive
Group Inc.'s proposed offering of $200 million senior subordinated
notes due 2020.  The '6' recovery rating reflects S&P's
expectation that lenders would receive negligible (0% to 10%)
recovery in a payment default scenario.

The company intends to use the net proceeds of this offering,
together with cash flow from operations, working capital, and
availability under its U.S. revolving credit facility, to purchase
any of its 3.5% convertible notes tendered in an offer made by the
company to repurchase the notes.  Overall, S&P hold a positive
view of the combined transactions, although cash interest will
rise, because they will reduce near-term debt-refinancing risk,
thus improving Penske's near-term financial flexibility.

The convertible notes tender offer expires June 3, 2010.  As of
March 31, 2010, Penske had about $235.2 million in principal
amount of convertible notes outstanding.  If the amount of
convertible notes tendered is less than the net proceeds from the
offering of new subordinated notes, S&P expects Penske to use the
proceeds to repay amounts outstanding under its U.S. revolving
facility.

Still, if any convertible notes remain outstanding after the
tender offer, S&P expects Penske to repurchase its convertible
notes in the market, subject to market conditions, using revolving
credit facility borrowings or working capital in the year ahead
because investors can put the notes to the company in April 2011.

The ratings on Penske Automotive reflect S&P's view that the
company will be able to maintain current credit measures while
preserving its fair financial policy and capability to generate
free cash flow into 2011.  During the recession and sharp downturn
in light-vehicle sales, the company controlled its variable costs
to mitigate margin erosion and offset difficult auto sales with
its sizable dealership network and diverse revenue streams.

                           Ratings List

                   Penske Automotive Group Inc.

      Corp. credit rating                      B+/Stable/--

                            New Rating

                   Penske Automotive Group Inc.

                          Subordinated

            US$200 mil. sr. sub nts due 12/31/2020  B-
             Recovery Rating                        6


QUAKER AMERICAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Quaker American, LLC
        10400 49th Street N.
        Clearwater, FL 33762

Bankruptcy Case No.: 10-10723

Chapter 11 Petition Date: May 4, 2010

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

Debtor's Counsel: Alberto F Gomez Jr., Esq.
                  Morse & Gomez, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  E-mail: algomez@morsegomez.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 William Church managing member.


R.D.T. ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: R.D.T. Business Enterprises, Inc.
          dba SynergyLabs
        3333 S.E. 14th Avenue
        Fort Lauderdale, FL 33316

Bankruptcy Case No.: 10-22106

Chapter 11 Petition Date: May 4, 2010

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

Judge: John K. Olson

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  2385 NW Executive Center Drive #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Estimated Assets: $500,001 to $1,000.000

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

According to the schedules, the Company says that assets total $0
while debts total $5,578,888.

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/flsb10-22106.pdf

The petition was signed by Richard D. Ticktin, CEO.


RADIAN GUARANTY: Moody's Affirms 'Ba3' Insurance Strength Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 insurance financial
strength rating of Radian Guaranty Inc and Amerin Guaranty
Corporation, the B1 IFS rating of Radian Insurance Inc., and the
Caa1 senior debt rating of the holding company, Radian Group and
changed the rating outlook to positive from negative.  Moody's has
also affirmed the Ba1 IFS rating, stable outlook, of Radian Asset
Assurance Inc. and, its wholly owned subsidiary, Radian Asset
Assurance Limited.

The rating action was prompted by Radian Group's announced public
offering and pricing of approximately $550 million of common
stock.  Radian intends to use the net proceeds from this offering
to fund working capital requirements and for general corporate
purposes, which may include additional capital support for the
mortgage insurance business and repurchases of, or payments on,
outstanding debt securities.  The offering proceeds will improve
the holding company's liquidity and enhance Radian's capital and
business prospects, said Moody's.

The positive outlook on the mortgage insurance operations reflect
Radian's improved business prospects, in an attractive new
production market, as a result of the recapitalization.  Although
Radian has not been specific about plans to downstream capital,
the credit profile of the mortgage insurance platform benefits
from improved holding company liquidity, Radian has $660 million
of debt maturing between now and 2015, and some flexibility to
downstream capital to the operating company as needed to expand
new insurance capacity or fund unanticipated losses.  Moody's
notes that Radian Guaranty's regulatory risk to capital ratio of
16.9:1 at March 31, 2010, is one of the strongest in the industry,
benefiting from its ownership of Radian Asset.  Unlike some of its
peers, Radian has not had to seek waivers of regulatory minimums
or accelerated licensing of subsidiaries in order to continue to
write new business.  Consistent with the rest of the industry,
Radian's new business volume has declined as the opportunity for
private mortgage insurers have narrowed, but the company has
written an increasing proportion of the industry's new insurance
policies.  Additionally, Moody's commented, uncertain future
demand for mortgage insurance and capital positions that have
substantially weakened from the housing crisis continue to weigh
heavily on the firm and the industry's overall credit profile.

Radian's 1Q2010 results showed a slight decline in delinquent
inventory.  This trend is broadly consistent with assumptions
incorporated into Moody's February 2010 estimate of $5.6 billion
in future claims which incorporated recent observations that
delinquencies may have peaked.  Moody's noted that Radian also
reported an increase to loss reserves due to higher severity
assumptions and the aging of the delinquent inventory.  This
highlights that while delinquency trends have improved loss
emergence patterns remain somewhat unpredictable.

The positive outlook for the B1 rating of Radian Insurance,
reflects the explicit support from Radian Guaranty.

The affirmation of Radian Asset's Ba1 rating, stable outlook,
reflects Radian Group's stated intent to utilize Radian Asset's
available capital, subject to regulatory limitations, to support
its mortgage insurance operations.  The rating agency said that,
Radian Asset's insured portfolio has experienced credit
deterioration and its capital position has weakened in light of
continued deteriorating performance of the underlying collateral
of its corporate CDO exposure, particularly its $2.1 billion in
TRuPs securities.  However, Radian Asset's capital profile remains
strong currently, with significant capital cushion relative to
expected and stress loss levels.

Moody's added that the positive rating outlook on the holding
company's debt securities reflects it demonstrated access to
capital and improved liquidity profile.  With the
recapitalization, Radian Group is better positioned to meet
holding company's obligations beyond its upcoming 2011 debt
maturity.  Radian has $160 million of notes maturing in 2011,
$250 million of debt which matures in 2013, and an additional
$250 million of debt which comes due in 2015.

                Treatment of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's November 10, 2008
announcement entitled "Moody's Modifies Approach to Rating
Structured Finance Securities Wrapped by Financial Guarantors".

                     List Of Rating Actions

These ratings have been affirmed, and the outlook changed to
positive, from negative:

* Radian Guaranty Inc. -- insurance financial strength at Ba3;

* Amerin Guaranty Corporation -- insurance financial strength at
  Ba3;

* Radian Insurance Inc. -- insurance financial strength at B1;

* Radian Group, Inc. -- senior unsecured debt at Caa1.

This rating has been affirmed, with a stable outlook:

* Radian Asset Assurance Inc. -- insurance financial strength at
  Ba1;

* Radian Asset Assurance Limited -- insurance financial strength
  at Ba1.

Moody's also announced that it will withdraw the ratings of Radian
Asset Assurance Limited for business reasons.

The last rating action on Radian Guaranty occurred on February 4,
2010, when its ratings were affirmed and its outlook changed to
negative from developing.  The last rating action for Radian Asset
occurred on March 12, 2009, when its ratings were downgraded and
its outlook changed to stable.

Radian Group, Inc., is a US based holding company which owns a
mortgage insurance platform comprised of Radian Guaranty, Radian
Insurance and Amerin Guaranty, as well as a financial guaranty
insurance company, Radian Asset.  The group also has investments
in other financial services entities.  As of March 31, 2010,
Radian Group had total assets of $8.3 billion and $1.7 billion in
shareholder's equity.


RADIENT PHARMACEUTICALS: ISP Holdings Holds 9.99% of Common Stock
-----------------------------------------------------------------
ISP Holdings LLC disclosed that it holds 9.99% of the common stock
of Radient Pharmaceuticals Corp.  As of April 14, 2010, 27,251,069
shares of Radient common stock were outstanding.

John Fife is the Majority Shareholder of ISP.

                   About Radient Pharmaceuticals

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation is an integrated pharmaceutical company devoted to the
research, development, manufacturing, and marketing of diagnostic,
and premium skin care products.

As of December 31, 2009, the Company had total assets of
$26,319,086 against total liabilities of $5,626,326, resulting in
a stockholders' equity of $20,692,760.  The December 31, 2009,
balance sheet shows strained liquidity: the Company had total
current assets of $507,845 against total current liabilities of
$4,728,677.

In its April 15, 2010 report, KMJ | Corbin & Company LLP in Costa
Mesa, California, noted that the Company has incurred a
significant operating loss in 2009 and negative cash flows from
operations in 2009 and has an a working capital deficit of
approximately $4.2 million at December 31, 2009.  These items
raise substantial doubt about the Company's ability to continue as
a going concern.


RADIENT PHARMACEUTICALS: Issues $685,170 in Convertible Notes
-------------------------------------------------------------
Radient Pharmaceuticals Corporation on April 26, 2010, entered
into Note and Warrant Purchase Agreements with four accredited
investors in a fourth closing of the sale of Notes and Warrants.
Two of the investors were exercising their "Participation Rights"
which arose by virtue of their investment in the 2009 Registered
Direct Offering of Common Stock and Warrants.  Pursuant to the
Purchase Agreements, Radient issued to the Lenders Convertible
Promissory Notes in the aggregate principal amount of $685,170 and
warrants to purchase up to 814,798 shares of Radient Common Stock.

When combined with the first three closings, that total aggregate
principal amount of Notes was approximately $11,057,000 with
Warrants to purchase up to approximately 13,149,000 shares of RPC
common stock.  Net proceeds for the all four financings were
approximately $6,355,000.

The Notes mature on April 26, 2011.  The conversion price of the
Notes is the higher of (i) 80% of the five day volume weighted
average closing price of Radient common stock preceding the date
of conversion, or (ii) $0.28 per share.  Radient agreed to pay to
the Lenders one-sixth of the principal amount of the Notes each
month commencing on the six month anniversary of the Notes and the
balance of the unpaid principal of the Notes on the one year
anniversary date of the Notes.  The Notes contain original issue
discounts and fees payable by Radient aggregating $285,170.  As a
result, the total net proceeds Radient received in the fourth
closing were $400,000.  The exercise price of the Warrants issued
in the fourth closing to the new investors is $.89 per share, and
the warrant exercise price for the investors exercising their
Participation Rights is $0.28 per share.

As of the fourth closing, Radient had 29,611,783 shares of common
stock issued and outstanding.  If the Notes and Warrants are fully
converted at the floor price of $0.28 and exercised (but no shares
of Radient Common Stock are issued in payment of interest on the
Notes), then Radient may possibly issue up to approximately
52,000,000 shares of Radient Common Stock, which represents
approximately 175% of Radient's issued and outstanding common
stock.  Since Radient is listed on the NYSE Amex, Radient is
required to obtain shareholder approval to issue more than 19.99%
of issued and outstanding common stock at a discount from book or
market value at the time of issuance, which as of the date of the
fourth closing equals 5,367,529 shares of common stock.  For
purposes of the 19.99% Cap, this fourth closing is integrated and
combined with the first, second and third closings of the similar
Note and Warrant Purchase Agreement which were closed on March 22,
2010, April 8, 2010 and April 13, 2010.  The Agreements include a
provision that prohibits Radient from issuing and delivering any
shares of Common Stock to the Lenders in the third closing or the
fourth closing if the transaction when combined with the first and
second closings results in the issuance of any shares in excess of
the 19.99% Cap under NYSE Amex rule 713, unless Radient receives
stockholder approval and NYSE Amex approval to list and issue all
such shares.

Radient intends to use net proceeds from the four financings for
general corporate purposes and activities related to the long-term
commercialization of RPC's Onko-Sure(TM) in vitro diagnostic
cancer test.

                   About Radient Pharmaceuticals

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation is an integrated pharmaceutical company devoted to the
research, development, manufacturing, and marketing of diagnostic,
and premium skin care products.

As of December 31, 2009, the Company had total assets of
$26,319,086 against total liabilities of $5,626,326, resulting in
a stockholders' equity of $20,692,760.  The December 31, 2009,
balance sheet shows strained liquidity: the Company had total
current assets of $507,845 against total current liabilities of
$4,728,677.

In its April 15, 2010 report, KMJ | Corbin & Company LLP in Costa
Mesa, California, noted that the Company has incurred a
significant operating loss in 2009 and negative cash flows from
operations in 2009 and has an a working capital deficit of
approximately $4.2 million at December 31, 2009.  These items
raise substantial doubt about the Company's ability to continue as
a going concern.


RADIENT PHARMACEUTICALS: Capital Ventures Reports 5.1% Stake
------------------------------------------------------------
Capital Ventures International, based in Grand Cayman, Cayman
Islands, and Heights Capital Management, Inc., based in San
Francisco, California, disclosed that as of April 21, 2010, they
may be deemed to beneficially own 1,473,678 shares or roughly 5.1%
of the common stock of Radient Pharmaceuticals Corporation.
Heights Capital is the investment manager to Capital Ventures.

The number of Shares reported as beneficially owned are issuable
upon conversion of $685,200 principal amount of Convertible
Promissory Notes dated April 13, 2010, and upon exercise of
warrants to purchase 814,832 shares of Radient Common Stock.  The
conversion price of the Notes is the greater of (i) $0.28 and (ii)
80% of the volume-weighted average price for the five trading days
ending on the business day immediately preceding the applicable
conversion date.  On April 21, 2010, the conversion price of the
Notes was $1.04.

The Notes are not convertible and the Warrants are not exercisable
to the extent that the total number of Shares then beneficially
owned by Capital Ventures or Heights Capital and its Affiliates
and any other Persons whose beneficial ownership of Shares would
be aggregated with Capital Ventures or Heights Capital for
purposes of Section 13(d) of the Exchange Act, would exceed 9.99%.

                   About Radient Pharmaceuticals

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation is an integrated pharmaceutical company devoted to the
research, development, manufacturing, and marketing of diagnostic,
and premium skin care products.

As of December 31, 2009, the Company had total assets of
$26,319,086 against total liabilities of $5,626,326, resulting in
a stockholders' equity of $20,692,760.  The December 31, 2009,
balance sheet shows strained liquidity: the Company had total
current assets of $507,845 against total current liabilities of
$4,728,677.

In its April 15, 2010 report, KMJ | Corbin & Company LLP in Costa
Mesa, California, noted that the Company has incurred a
significant operating loss in 2009 and negative cash flows from
operations in 2009 and has an a working capital deficit of
approximately $4.2 million at December 31, 2009.  These items
raise substantial doubt about the Company's ability to continue as
a going concern.


RCN CORPORATION: Moody's Assigns 'B2' Rating on $25 Mil. Loan
-------------------------------------------------------------
Moody's Investors Service assigned provisional ratings for "new"
RCN Corporation, including (P)B2 ratings to its proposed
$25 million senior secured revolving credit facility due 2015 and
$240 million term loan due 2016.  RCN Metro is provisionally rated
(P)B2 on a Corporate Family Rating basis, with a (P)B3 Probability
of Default Rating, both serving as indicative rating levels during
the marketing of the proposed facilities and as expected to be
definitively assigned (albeit with the "(P)" monikers) following
completion of the pending transactions.  The ratings are
prospective and based on Moody's expectation that RCN Metro will
maintain ownership of and/or have access to its approximate 10,000
fiber route miles and 335,000 fiber strand miles following the
completion of the $1.2 billion acquisition of RCN Corporation by
ABRY Partners announced on March 5, 2010, and subsequent split-off
of RCN Corporation's RCN Cable residential and small- and medium-
sized business assets.  Net proceeds from the offering along with
a contribution from ABRY will be used to partially fund the
acquisition, refinance existing debt and pay related fees.  The
balance of the acquisition will be funded by net proceeds from a
separate concurrent debt offering by RCN Cable.  Moody's will
withdraw RCN Corporation's existing ratings once the acquisition
is completed.

Moody's has taken these rating actions:

Assignments:

Issuer: RCN Corporation

  -- Corporate Family Rating, Assigned (P)B2

  -- Probability of Default Rating, Assigned (P)B3

  -- $25 Million Senior Secured Revolving Credit Facility due
     2015, Assigned (P)B2 (LGD3-33%)

  -- $240 Million Senior Secured Term Loan due 2016, Assigned
      (P)B2 (LGD3-33%)

RCN Metro's (P)B2 corporate family rating reflects the company's
small scale in a competitive environment and capital intensity
that tempers free cash flow generation.  A large portion of the
company's footprint is in the northeastern USA, which is the most
competitive telecommunications market in the country.  The ratings
are supported by the company's fiber network in its markets that
have helped drive strong revenue growth in a difficult operating
and liquidity-strapped environment for competitive access
providers.  The company delivered annual revenue growth throughout
the recent recession, while many wireline providers are still
witnessing revenue declines.  In Moody's view, the resurging
demand for the company's wholesale and enterprise bandwidth
services and visibility from the contractual nature of the
company's revenue stream support the rating.  However, Moody's is
concerned about the long-term sustainability of revenue growth and
the high capital expenditures needed to drive that growth.

The stable outlook is based on Moody's view that the company, with
adequate liquidity to fund growth, should be able to capitalize on
favorable near-term wholesale bandwidth capacity trends.

Moody's believes that the company has good liquidity, as the
company is expected to be free cash flow positive for FY 2010,
with full access to its $25 million revolver.  Additionally,
Moody's notes that over 90% of the company's capital expenditures
are success-based or growth driven, which reduces the risk of
building ahead of demand.

This is the first time that Moody's has rated the stand-alone RCN
Metro business.  The last rating action for RCN Corporation was on
February 12, 2010, when Moody's raised RCN Corporation's
speculative grade liquidity rating to SGL-2 from SGL-3.

The credit facilities will be secured by a first priority interest
in and lien on substantially all of RCN Metro's assets.  The
facilities are rated the same as the CFR due to absence of claims
that would otherwise afford debt cushion for secured lenders.

The ratings for the debt instruments reflect both the overall
probability of default for RCN Metro, to which Moody's has
assigned a (P)B3 PDR, and a below-average mean family loss given
default assessment of 35% (or an above-average mean family
recovery estimate of 65%), in line with Moody's LGD Methodology
and typical treatment for an all-first-lien senior secured debt
capital structure.

RCN Corporation's metro fiber business is a US-based broadband
infrastructure provider.  The company's fiber network serves
wireless providers, carriers, and enterprise customers in the
Northeast, mid-Atlantic, and Chicago.


RCN CORP: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Herndon, Va.-based RCN Corp.  The
outlook is stable.

Additionally, S&P assigned a 'B' issue-level rating and '4'
recovery rating to the company's proposed $25 million senior
secured revolver and $240 million term loan.  The '4' recovery
rating indicates expectations for average (30%-50%) recovery in
the event of payment default.  ABRY Partners is purchasing RCN
Corp. and dividing the company into two separate companies: RCN
Cable and the metro fiber business, which will continue under the
RCN Corp. name.  Proceeds from the term loan, coupled with $286
million of equity, will be used to fund the acquisition of RCN
Metro and pay related fees and expenses.  S&P expects total funded
debt outstanding to be about $240 million.

"The ratings on RCN Metro reflect a highly leveraged capital
structure, significant competition in tier 1 markets, and customer
concentration," said Standard & Poor's credit analyst Allyn Arden.
The ratings also reflect elevated capital expenditure
requirements, which could impair net free cash flow generation.
Tempering factors include a recurring revenue stream bolstered by
long-term contracts, increased demand for bandwidth fueled by
growth in the consumer and business markets, and solid
profitability measures.


REALOGY CORP: Files Form 10-Q for March 31 Quarter
--------------------------------------------------
Realogy Corporation filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 31,
2010.

Realogy's revenue for the first quarter of $819 million increased
18% compared to 2009.  In the latest quarter, Realogy recorded a
net loss attributable to the Company of $197 million.  EBITDA for
the period was $11 million, an improvement of $73 million year-
over-year due to revenue gains, cost reductions and productivity
gains.

The Company reported a $197.0 million net loss on $819.0 million
of total revenues for the three months ended March 31, 2010,
compared with a $259.0 million net loss on $697.0 of revenues for
the same period a year ago.

The Company's balance sheet showed $8.0 billion in total assets
and $9.2 billion in total liabilities, for a $1.1 billion total
stockholders' deficit.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services, has a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

According to the Troubled Company Reporter on April 26, 2010,
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 89.48 cents-on-the-
dollar during the week ended Friday, April 23, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.61 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on Sept. 30, 2013, and carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The debt is one of the
biggest gainers and losers among 199 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.


REDDY ICE: Stockholders Approve Election of Seven Directors
------------------------------------------------------------
Reddy Ice Holdings Inc. reported the results of its 2010 annual
meeting of stockholders.

Stockholders approved the election of seven directors, Gilbert M.
Cassagne, William P. Brick, Kevin J. Cameron, Theodore J. Host,
Michael S. McGrath, Michael H. Rauch and Robert N. Verdecchio to
the board of directors to serve until the next annual meeting of
stockholders and until their successors are elected and qualified.

Stockholders also approved ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 31,
2010, and the amendment to the Company's 2005 Long Term Incentive
and Share Award Plan, as amended.  Of the total 22,754,214 shares
of stock held by stockholders at the meeting record date,
approximately 85% percent or 19,270,607 shares were represented
in person or by proxy at the meeting.

                           About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name. Its
principal product is ice packaged in seven to 50 pound bags,
which it sells to a diversified customer base, including
supermarkets, mass merchants and convenience stores.  As of
March 6, 2009, the company owned or operated 58 ice manufacturing
facilities, 67 distribution centers and approximately 3,100 Ice
Factories.

                          *     *     *

According to the Troubled Company Reporter on Feb. 23, 2010,
Moody's Investors Service assigned a B1 rating to Reddy Ice
Corporation's (a wholly owned subsidiary of Reddy Ice Holdings,
Inc.) proposed $300 million first lien senior secured notes due
2015.  The company plans to use proceeds from the first lien notes
to refinance its existing $240 million senior secured term loan
due 2012 and for general corporate purposes.

As reported by the TCR on March 30, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Reddy Ice
Holdings Inc. to 'B-' from 'SD', and its wholly owned operating
company, Reddy Ice Corp., to 'B-' from 'CC'.  Following the
transaction, S&P withdrew the corporate credit rating on Opco.
S&P also raised its ratings on Holdings' remaining senior discount
notes (not exchanged) to 'CCC' from 'D'.  The recovery rating on
this debt remains unchanged at '6'.


REGAL CINEMAS: Moody's Rates $1.335 Bil. Bank Facilities at 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service rated Regal Cinemas Corporation's
extended and amended $1.335 billion of bank credit facilities Ba3.
RCC's $250 million add-on senior unsecured note issue was rated
B2.  Ratings are unchanged from those applicable to existing rated
instruments.  RCC is a wholly-owned subsidiary of Regal
Entertainment Group, a publicly traded holding company.  Since,
when viewed over the horizon that includes the March 2011
retirement of Regal's convertible notes, the transaction is
neutral to the corporate family's aggregate debt balance and
credit profile, Regal's corporate family and probability of
default ratings remain unchanged at the B1 rating level.  As well,
the company already has an SGL-1 speculative grade liquidity
rating (indicating very good liquidity); while the transaction
bolsters liquidity, the SGL rating also remains unchanged.  The
rating outlook also remains unchanged at stable.

The $1.335 billion of bank credit facilities is comprised of an
$85 million revolving term loan and a $1.25 billion term loan.
While the refinancing transaction has no rating impact, it alters
the relative proportions of debt classes and causes loss given
default assessments to be slightly revised (see ratings list
below).

Quantitatively, Moody's loss given default rating methodology
places the senior secured bank credit facility's rating on the
cusp of Ba3 and Ba2, while the senior unsecured notes are on the
cusp of B2 and B3.  However, the senior secured term loan includes
a $200 million accordion feature; should it be utilized, it will
once again cause the relative proportions of debt classes to be
revised.  In that instance, senior secured ratings would no longer
be on the cusp of Ba2 and Ba3; given the B1 CFR, the LGD
methodology would place the senior secured rating at Ba3, and
since the proportion of senior secured debt will be large enough
that its preferential access to realization proceeds will leave
relatively little for senior unsecured creditors, the senior
unsecured notes would be re-positioned to B3 from B2 in such a
scenario (subject, in both cases, to a future Moody's rating
committee).  With this in mind, Moody's have opted to rate RCC's
senior secured bank credit facility Ba3 while rating the senior
unsecured notes B2.  As noted above, this leaves the instrument
ratings unchanged.

Ratings and Outlook Actions:

Issuer: Regal Cinemas Corporation

  -- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD2, 28%)

  -- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD2, 28%)

  -- Senior Unsecured Regular Bond/Debenture (Add-on issue),
     Assigned B2 (LGD5, 82%)

  -- Senior Unsecured Regular Bond/Debenture (Underlying issue),
     Unchanged at B2 with the LGD Assessment revised to LGD5, 82%
     from LGD5 83%

  -- Outlook, Unchanged at Stable

Issuer: Regal Entertainment Group

  -- Corporate Family Rating, Unchanged at B1
  -- Probability of Default Rating, Unchanged at B1
  -- Speculative Grade Liquidity Rating, Unchanged t SGL-1
  -- Outlook, Unchanged at Stable

Moody's most recent rating action concerning Regal was taken on
April 22, 2010, at which time the company's CFR and PDR were
downgraded to B1.  Regal's ratings outlook was changed to stable
at the same time.

Upon completion of the refinancing transaction, ratings for
Regal's existing bank credit facilities will be withdrawn.  As
well, as a purely administrative action that will be completed
shortly, the corporate family's CFR, PDR and SGL will be moved
from Regal to RCC.

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

Regal Entertainment Group is the parent company of Regal
Entertainment Holdings, Inc., which is the parent company of Regal
Cinemas Corporation and its subsidiaries.  The Company operates a
theatre circuit in the United States consisting of 6,739 screens
in 545 theatres in 38 states and the District of Columbia.  Regal
develops, acquires and operates multi-screen theatres primarily in
mid-sized metropolitan markets and suburban growth areas of larger
metropolitan markets throughout the United States.


REGAL CINEMAS: S&P Assigns 'BB-' Rating on $1.335 Bil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned the proposed
$1.335 billion senior secured credit facilities of Regal Cinemas
Corp., the operating subsidiary of Knoxville, Tenn.-based Regal
Entertainment Group, its issue-level rating of 'BB-' (one notch
higher than the 'B+' corporate credit rating on the company).  S&P
also assigned the facilities a recovery rating of '2', indicating
its expectation of substantial (70% to 90%) recovery for lenders
in the event of payment default.  The credit facilities consist of
a $1.25 billion term loan due 2016 and an $85 million revolving
credit facility due 2015.

Regal Cinemas also plans on tacking on $250 million to its
existing senior unsecured notes due 2019.  S&P is affirming its
rating on the company's senior unsecured debt at 'B-' (two notches
lower than the 'B+' corporate credit rating on the company) with a
recovery rating of '6', indicating S&P's expectation of negligible
(0% to 10%) recovery for noteholders in the event of payment
default.

S&P expects the company to use net proceeds from these borrowings
to refinance its existing senior credit facilities, retire its
existing senior subordinated notes, and add cash to the balance
sheet.

At the same time, S&P affirmed its 'B+' corporate credit rating on
the company.  The rating outlook is stable.

"S&P's 'B+' rating on Regal Entertainment and subsidiary Regal
Cinemas Corp., which S&P analyze on a consolidated basis, reflects
the company's aggressive financial policies and high leverage,"
noted Standard & Poor's credit analyst Jeanne Mathewson.

The rating also considers Regal's participation in the mature and
highly competitive U.S. movie exhibition industry, exposure to the
fluctuating popularity of Hollywood films, and the risk of
increased competition from the proliferation of entertainment
alternatives.  The company's modern theater circuit relative to
other major theater chains, large and geographically diverse U.S.
operations, and good profit margin relative to those of industry
peers, represent positive considerations that do not offset the
risks.

Regal is the largest motion picture exhibitor in the U.S.; the
company has 6,739 screens in 545 theaters in 38 states and the
District of Columbia.  The company's aggressive cost management
and cost advantages related to its large size are the main reasons
its profit margin compares well with those of its rivals.  Its
EBITDA margin, at approximately 19%, is better than most peers'
and has shown good stability.  However, Regal's participation in a
highly competitive business with high fixed costs and substantial
variable costs, as well as its exposure to the fluctuating
popularity of films, makes the company's discretionary cash flow
sensitive to swings in EBITDA.


RESPONSE BIOMEDICAL: Posts C$2.7 Million in Q1 2010
---------------------------------------------------
Response Biomedical Corporation reported a net loss of C$2,660,048
on C$1,402,534 of revenue for the three months ended March 31,
2010, compared with a net loss of C$1,731,415 on C$2,279,577 of
revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
C$19,292,983 in assets, C$12,096,197 of liabilities, and
C$7,196,786 of stockholders' equity.

"The Company has sustained continuing losses since its formation
and at March 31, 2010, had a deficit of C$93,360,358 and incurred
negative cash flows from operations of C$2,959,477 and C$1,419,961
for the three month period ended March 31, 2010, and 2009,
respectively.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the Company's financial statements for the
three months ended March 31, 2010, is available for free at:

               http://researcharchives.com/t/s?619b

Based in Vancouver, Canada, Response Biomedical Corporation is
engaged in the research, development, commercialization and
distribution of diagnostic technologies for the medical Point-of-
Care (POC) and on-site environmental testing markets.


ROBERT FOLEY, JR.: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Robert E. Foley, Jr.
        25 Surfside Road
        Scituate, MA 02066

Bankruptcy Case No.: 10-14905

Chapter 11 Petition Date: May 4, 2010

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

Judge: Joan N. Feeney

Debtor's Counsel: Joseph T. King, Esq.
                  Glazier, King, P.C.
                  80 Washington Street
                  Norwell, MA 02061
                  Tel: (781) 871-8855
                  Fax: (781) 871-8228
                  E-mail: jtk@glazierking.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.


RYLAND GROUP: Divulges Results of Purchase of $300MM Sr. Notes
--------------------------------------------------------------
The Ryland Group Inc. announced the April 29 expiration of its
offer to purchase for cash up to $300 million of its outstanding
senior notes.

Ryland has accepted for purchase under the terms of the Offer to
Purchase all of the Notes validly tendered and not validly
withdrawn on or before the Offer Expiration Date.  The table below
identifies the principal amount of each series of Notes
outstanding prior to the Offer and the Notes validly tendered and
accepted in the Offer:

CUSIP Numbers                    Principal
Title of Security                 Amount       Principal Amount
CUSIP Numbers                   Outstanding   Tendered & Accepted
-------------                   -----------   -------------------
5.375% Senior Notes due 2012
783764AL7                      $199,071,000        $198,762,000

6.875% Senior Notes due 2013
783764AM5                      $215,152,000         $28,960,000

5.375% Senior Notes due 2015
783764AK9                      $205,552,000         $27,620,000

The consideration for the Notes accepted for purchase as set forth
in the Offer to Purchase, plus accrued and unpaid interest, will
be paid by Ryland to The Depository Trust Company, which will
allocate such funds to the holders entitled thereto.

As previously announced on April 20, 2010, Ryland called for
redemption all of its 5.375% Senior Notes due 2012 that are not
purchased in the Offer.  The 2012 Notes that are not purchased in
the Offer will be redeemed on May 25, 2010.

J.P. Morgan Securities Inc. acted as the Dealer Manager for the
Offer. Questions regarding the Offer may be directed to J.P.
Morgan Securities Inc. at (800) 245-8812 (toll-free) and (212)
270-3994 (collect).

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

Ryland posted its third consecutive annual net loss, reporting
$162,474,000 net loss for 2009, $396,585,000 for 2008, and
$333,526,000 for 2007.

As of December 31, 2009, the Company had $1,685,453,000 in total
assets and $1,103,591,000 in total liabilities, resulting in
$581,862,000 in stockholders' equity.

                           *     *      *

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


RYLAND GROUP: Nine Directors Re-Elected at Shareholders Meet
------------------------------------------------------------
The Ryland Group Inc. held its 2010 Annual Meeting of
Stockholders.  Proxies representing 39,278,059 shares of common
stock eligible to vote at the meeting were voted.  The nine
directors nominated by the Company were re-elected.

* Leslie M. Frecon
* Roland A. Hernandez
* William L. Jews
* Ned Mansour
* Robert E. Mellor
* Norman J. Metcalfe
* Larry T. Nicholson
* Charlotte St. Martin
* Robert G. van Schoonenberg

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

Ryland posted its third consecutive annual net loss, reporting
$162,474,000 net loss for 2009, $396,585,000 for 2008, and
$333,526,000 for 2007.

As of December 31, 2009, the Company had $1,685,453,000 in total
assets and $1,103,591,000 in total liabilities, resulting in
$581,862,000 in stockholders' equity.

                           *     *      *

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SAINT VINCENTS: Proposes Sell Hospice Services for $9MM to VNS
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates ask authority from Judge Cecelia Morris of the U.S.
Bankruptcy Court for the Southern District of New York to sell
certain assets related to their hospice services owned and
operated by Debtor Pax Christi Hospice, Inc., to Visiting Nurse
Service of New York Hospice Care free and clear of liens, claims,
encumbrances and other interests.

The Debtors tell the Court that as a result of their financial
condition and the commencement of the closure of their Manhattan
Hospital, they are not able to continue providing appropriate
long-term hospice care for inpatient and outpatient Hospice
patients.

"In light of the Debtors' need to stabilize the Hospice management
as part of, and as a consequence of, the closure process, the
circumstances are urgent," says Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York.

According to Mr. Rogoff, the New York State Department of Health
has indicated that it will issue emergency approval of VNS'
"Certificate of Need" application for authority to operate the
Hospice business.

Mr. Rogoff asserts that the consideration to be received from the
sale -- $9 million -- represents a fair and reasonable value for
the transfer.

Prior to the Petition Date, the Debtors commenced their efforts to
transfer and sell the Hospice, retaining Cain Brothers & Company
as investment banker to the Medical Centers to facilitate the
transfer of the Hospice as a going concern, Mr. Rogoff says.  The
parties determined that, without an immediate sale of the Hospice
to VNS, the Debtors could face critical staffing shortages
affecting patient care, he adds.


The Debtors, in connection with the employment of Cain Brothers,
seek the Court's authority to pay the investment banker a
transaction fee.  Upon the successful closing of the Sale, Cain
Brothers will be entitled to a transaction fee equal to 2% of the
aggregate transaction value of the Sale as calculated in
accordance with Cain Brothers' engagement letter.

                 Management Consulting Agreement

In line with the sale, the Debtors ask the Court to approve their
management consulting agreement with VNS.  The agreement provides
for these terms:

(A) VNS Responsibilities

   VNS will manage the day-to-day operation (a) of the Hospice
   Business on behalf of Pax Christi in accordance with the
   provisions of the Management Consulting Agreement, the
   policies, rules and regulations of Pax Christi, and the laws,
   rules and regulations of all governmental authorities having
   jurisdiction over the Hospice, including providing or
   arranging for the provision of those services specified in
   the Management Consulting Agreement and other services as are
   agreed to in writing by the parties from time to time which
   are necessary for the day-to-day management and operation of
   the Hospice; provided, however, that Pax Christi will retain
   on-going responsibility for statutory and regulatory
   compliance.  At all times relevant, VNS will be subject to
   the general supervision and direction of Pax Christi.  VNS
   will have no authority to bind Pax Christi to any  contract.
   VNS will also provide a full-time on-site manager who will
   support the administrator of the Hospice in the clinical and
   administrative aspects of the day-to-day operations of the
   Hospice.

(B) Pax Christi Responsibilities

   Pax Christi will retain the authority (b) to hire or fire the
   administrator of the Hospice; dispose of assets outside of
   the ordinary course of business, adopt internal policies;
   comply with applicable statues or regulations; ensure the
   quality of care offered by the Hospice; and ensure adherence
   to the Hospice's plan of care.  Pax Christi will also use
   commercially-reasonable efforts to allow VNS access to and
   consultation with the Patient Care Ombudsman.

(C) Fee

   No fee will be payable by Pax Christi or any of the Debtors
   to VNS for the services furnished pursuant to the Management
   Consulting Agreement.

(D) Term

   The term of the Management Consulting agreement (d) commences
   upon approval of the Court and the DOH, and ends on the
   earlier of (i) the closing of the APA; (ii) June 1, 2011; or
  (iii) at the discretion of Pax Christi, 60 days after the
   termination of the APA, subject to the approval of the DOH.

(E) Termination

   Pax Christi may terminate the Management Consulting Agreement
   on 90 days' prior written notice to VNS, and either party may
   terminate on 30 day's written notice of a material breach or
   default, with such breach or default remaining uncured for 30
   days after that notice.  The parties may also terminate the
   Management Consulting Agreement on mutual consent.

                     Employment of Appraiser

Also in line with the sale of the assets, the Debtors seek the
Court's authority to retain VMG Health LLC as appraiser in
connection with the sale in order to comply with New York state
law requirements.  The Debtors seek to retain VMG Health pursuant
to Section 327(a) of the Bankruptcy Code.

Pursuant to the terms of an Engagement Letter, the Appraiser's fee
is $10,000 plus reasonable out-of- pocket expenses.  The Debtors
have selected VMG Health because it is recognized by leading
healthcare providers and investors as one of the most trusted
valuation and transaction advisors in the United States.

                      Successor Liability

The parties intend that the Purchaser will not be deemed to be a
successor to SVCMC, Pax Christi or the Medical Centers and will
not be liable for any claims against SVCMC, Pax Christi or the
Medical Centers, their predecessors, or their affiliates.  Given
the nature of the Debtors' business, a critical inducement for the
Purchaser to enter into the Sale is the ability to take the Assets
free and clear from any potential successor liability, Mr. Rogoff
relates.

A full-text copy of the Asset Purchase Agreement is available for
free at http://bankrupt.com/misc/Vincents_VNSapa.pdf

At the Debtors' behest, the Court will hear the Motion on May 14,
2010.  Objection deadline is May 12.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Sun Life Opposes Terms of DIP Financing
-------------------------------------------------------
Sun Life Assurance Company of Canada asks the Court to either:

  (a) deny the Debtors' request to access $78 million in DIP
      Loans;

  (b) condition approval of the DIP Motion on the provision of
      adequate protection; or

  (c) schedule an evidentiary hearing to value Sun Life's
      collateral and determine the nature of the adequate
      protection to which Sun Life is entitled.

Sun Life is a senior secured creditor of the Debtors on account of
a $17.5 million promissory note secured by the Debtors' property
in Westchester County, New York.

"The Debtors acknowledge they are using Sun Life's collateral and
yet they have failed to offer any form of adequate protection to
Sun Life in exchange for this continued use," asserts Eric R.
Wilson, Esq., at Kelley Drye & Warren LLP, in New York, attorneys
for Sun Life.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Schedules and Statements Due June 1
---------------------------------------------------
Bankruptcy Judge Cecilia Morris extended St. Vincents Catholic
Medical Centers and its units' deadline to file their Schedules of
Assets and Liabilities and Statements of Financial Affairs through
June 1, 2010.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAINT VINCENTS: Insists on Hospitals Closure Plan
-------------------------------------------------
St. Vincents Catholic Medical Centers and its units ask the Court
to overrule Richard Stack, et al.'s request to halt the Debtors'
closure plan.

St. Vincents asserts that Richard Stack, et al., failed to
demonstrate that they have standing to participate in the Debtors'
Chapter 11 cases.  The Debtors note that R. Stack, et al., are
merely interested members of the community who are disappointed
that they will be unable to obtain future medical services from
the Manhattan Hospital.

The Debtors aver that the Objection fails to explain why the
Motion should be denied in even the broadest terms.  The Debtors
point out that the complaint in the State Court Action also fails
to demonstrate why the Debtors should be forced to reopen a
Hospital that they cannot operate.

As previously announced, the Hospital ceased all activity and
patient care on April 30, 2010.

The Debtors point out that the suggestion that the Closure Plan is
being implemented in violation of applicable law is further devoid
of merit.

                  R. Stack, et al., Talk Back

Richard Stack, et al., aver that they do not seek monetary
recovery.  They assert that they merely seek to compel a state
agency to comply with its statutory obligations to ensure the
health and safety of the public, and in specific ensure a safe
closing of St. Vincent's Hospital and conduct an investigation
into what they believe was improper action by both St. Vincent's
Hospital and the New York State Department of Health.

R. Stack, et al., allege that the DOH failed to properly supervise
or use its powers to ensure safe operations of the Debtors'
hospital and has now allowed a situation to occur in which there
are no proper medical facilities for the lower west side of
Manhattan.

"A bankruptcy filing of St. Vincent's does not discharge a state
agency's obligations to discharge its duties, in this case to
investigate what has gone wrong and ensure no further damage is
done," says Yetta G. Kurland, Esq., at Kurland, Bonica &
Associates, P.C., in New York, counsel to R. Stack, et al.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SERVICE MASTER: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which The ServiceMaster
Co. is a borrower traded in the secondary market at 95.39 cents-
on-the-dollar during the week ended Friday, May 7, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.04 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on July 24, 2014, and carries Moody's B1 rating and
Standard & Poor's B+ rating.  The debt is one of the biggest
gainers and losers among 203 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

The ServiceMaster Co. -- http://www.servicemaster.com/-- serves
residential and commercial customers through a network of over
5,500 company-owned locations and franchised licenses.  The
Company's brands include TruGreen, TruGreen LandCare, Terminix,
American Home Shield, ServiceMaster Clean, Merry Maids, Furniture
Medic, and AmeriSpec.  The core services of the Company include
lawn care and landscape maintenance, termite and pest control,
home warranties, disaster response and reconstruction, cleaning
and disaster restoration, house cleaning, furniture repair, and
home inspection.


SIKESTON OUTLET: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sikeston Outlet Mall, LLC
          dba Sikeston Factory Outlet Stores
        Mall Manager's Office
        100 Outlet Drive
        Sikeston, MO 63801

Bankruptcy Case No.: 10-10560

Chapter 11 Petition Date: May 4, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (Cape Girardeau)

Judge: Barry S. Schermer

Debtor's Counsel: J. Michael Payne, Esq.
                  Limbaugh, Russell, Payne & Howard
                  407 N. Kingshighway, Suite 400
                  P.O. Box 1150
                  Cape Girardeau, MO 63702-1150
                  Tel: (573) 335-3316
                  E-mail: mpayne@limbaughlaw.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
$4,555,172 while debts total $4,453,222.

A copy of the Company's list of 5 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/moeb10-10560.pdf

The petition was signed by Charles Devers, member.


SIMON WORLDWIDE: Everest Fund Dumps All Shares
----------------------------------------------
Everest Special Situations Fund L.P., Maoz Everest Fund Management
Ltd., and Elchanan Maoz disclosed that they have ceased to be the
beneficial owners of Simon Worldwide, Inc., as of April 19, 2010.

As reported by the Troubled Company Reporter on May 6, 2010, Simon
Worldwide has repurchased all of the 3,589,201 shares of stock
held by Everest for an aggregate purchase price of $1,256,220,
pursuant to the terms of a stock repurchase agreement dated
April 26, 2010.  A full-text copy of the Stock Repurchase
Agreement is available for free at:

               http://ResearchArchives.com/t/s?6162

Pursuant to the terms of the Stock Repurchase Agreement, Everest
agreed that, for two years from the date of the Stock Repurchase
Agreement, neither they nor any of their direct or indirect
subsidiaries or affiliates will, without the prior written consent
of the Company, (i) acquire, offer to acquire, or agree to
acquire, directly or indirectly, any voting securities of the
Company; (ii) make, or in any way participate in, directly or
indirectly, any "solicitation" of "proxies" to vote, or seek to
advise or influence any person or entity with respect to the
voting of, any voting securities of the Company; (iii) make any
public announcement with respect to, or submit a proposal for, or
offer of any extraordinary transaction involving the Company or
its securities or assets; or (iv) form, join or in any way
participate in a "group".

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At December 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide's balance sheet as of December 31, 2009, showed
$15.4 million in assets, $768,000 of debts, and $14.7 million of
stockholders' equity.

BDO Seidman, LLP, in Los Angeles, expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that of Company has suffered
significant losses from operations, has a lack of any operating
revenue and is subject to potential liquidation in connection with
a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.


SN GROUP: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SN Group, LLC
        P.O. Box 4428
        Canton, GA 30114

Bankruptcy Case No.: 10-73475

Chapter 11 Petition Date: May 4, 2010

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

Judge: Mary Grace Diehl

Debtor's Counsel: William L. Rothschild, Esq.
                  Ellenberg, Ogier, Rothschild & Rosenfeld
                  170 Mitchell Street, S.W.
                  Atlanta, GA 30303-3424
                  Tel (404) 525-4000
                  E-mail: br@eorlaw.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 5 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb10-73475.pdf

The petition was signed by Steve Anderson, Managing Member,
Cherokee Trading Path, LLC.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
Auto Spa Properties of Canton, LLC       01-60374         01/04/10
Auto Spa Properties of Sixes Road, LLC   10-66363         03/02/10


SOUTH BAY EXPRESSWAY: Files Schedules of Assets and Liabilities
---------------------------------------------------------------

A - Real Property
      Operations Center Building                    $12,952,310
      Roll Land Parcel, 7 acres                       2,496,900
      Pilot Land Parcel, 16.3 acres                   1,953,771
      Dante Land Parcel, 3.94 acres                     753,295
      SDG&E Land Parcel, 5.5 acres                      578,787
      Proctor Valley Land Parcel, 1.148 acres           148,295
      Mcmillin Land Parcel, 6.381 acres                 147,924
B - Personal Property
B.1   Cash on Hand                                         4,550
B.2   Bank Accounts
        Wells Fargo Bank, NA                         40,657,216
        Banco Bilbao Vizcaya Argentaria NY            1,728,742
B.3   Security Deposits
        Pacific Rim Pointe                                9,600
        Darcy Martin                                      3,500
        Others                                            3,385
B.4   Household goods                                          -
B.5   Book, artwork and collectibles                           -
B.6   Wearing apparel                                          -
B.7   Furs and jewelry                                         -
B.8   Firearms and other equipment                             -
B.9   Insurance Policies                                       -
B.10  Annuities                                                -
B.11  Interests in an education IRA                            -
B.12  Interests in pension plans 401(k) Plan                   -
B.13  Stock and Interests                                      -
B.14  Interests in partnerships/joint ventures                 -
B.15  Government and corporate bonds                           -
B.16  Accounts Receivable
        Outstanding Accounts Receivable                 946,065
        Intercompany Accounts Receivable                 98,418
B.17  Alimony                                                  -
B.18  Other Liquidated Debts Owing Debtor                      -
B.19  Equitable or future interests                            -
B.20  Interests in estate death benefit plan                   -
B.21  Other Contingent and Unliquidated Claims
        Caltrans, reimbursement                      13,951,012
        Eastlake Development Company                    125,000
B.22  Patents, copyrights, and others                          -
B.23  Licenses, franchises & other intangibles           UNKNOWN
B.24  Customer lists or other compilations               UNKNOWN
B.25  Vehicles
        2006 Ford F450 Truck                             46,533
        2008 GMC Yukon Truck                             18,871
        Volvo XC90 Automobile                            14,521
        2008 Ford Ranger Truck                            7,618
        2004 Ford F150 Truck                              5,201
        2007 Ford F150 Truck                              4,435
B.26  Boats, motors and accessories                            -
B.27  Aircraft and accessories                                 -
B.28  Office Equipment, furnishings & supplies
        Software                                        157,868
        Computer & equipment                            168,657
        Furniture & fixtures                             98,790
B.29  Equipment and Supplies for Business
        Transponder                                     703,450
        Fixed operating equipment                        97,710
B.30  Inventory                                                -
B.31  Animals                                                  -
B.32  Crops                                                    -
B.33  Farming equipment and implements                         -
B.34  Farm supplies, chemicals, and feed                       -
B.35  Other Personal Property
        Mobilization advance payment                    197,022
        Prepaid insurance - Marsh Risk                  142,404
        Retainer - Epiq Bankruptcy Solutions             50,000
        Prepaid other - Dell USA                         41,496
        Retainer - Howard, Rice Nemerovski               40,000
        Others                                          147,453

     TOTAL SCHEDULED ASSETS                         $78,484,324
     ==========================================================

C - Property Claimed                                           -

D - Creditors Holding Secured Claims
        Banco Bilbao - Senior Loan Agreement       $340,981,608
        TIFIA Loan Agreement                        172,005,767
        Banco Bilbao - ISDA Hedge Agreement          11,576,045
        Other secured debt                           20,840,283

E - Creditors Holding Unsecured Priority Claims
        FY 2010 Income Tax                                  800

F - Creditors Holding Unsecured Nonpriority Claims
        Notes payable, Land Sale Support Agreement    3,176,271
        Other general unsecured claims                1,766,489

     TOTAL SCHEDULED LIABILITIES                   $550,347,265
     ==========================================================

                  Statement of Financial Affairs

Anthony G. Evans, the Debtors' chief financial officer, discloses
that South Bay Expressway, L.P., earned these amounts from its
business operations during the two years before the Petition Date:

              Period                    Amount
              ------                    ------
     07/01/2009 - 03/22/2010       $16,736,254
     07/01/2008 - 06/30/2009        21,390,000
     07/01/2007 - 06/30/2008         8,344,926

South Bay also earned these amounts from sources other than the
operation of its business during the two years before the Petition
Date:

              Period                    Amount
              ------                    ------
     07/01/2009 - 03/22/2010           $11,325
     07/01/2008 - 06/30/2009           484,743
     07/01/2007 - 06/30/2008         1,333,919

Within 90 days immediately before the Petition Date, South Bay
made payments or transfers to creditors totaling $7,100,705.  The
largest of these payments were made to:

  Claimant                             Amount
  --------                             ------
  Farella Braun & Martel LLP         $808,234
  Orrick Herrington & Sutcliffe       806,757
  Howard Rice Nemerovski Canady       604,739
  Capstone Advisory Group, LLC        444,744
  Transtoll                           426,432

South Bay also made payments totaling $1,834,122 to "insiders" as
defined in Section 101(31) of the Bankruptcy Code within one year
immediately preceding the Petition Date for the benefit of
creditors, who are insiders.

  Name/Firm                  Designation                 Amount
  ---------                  -----------                 ------
  Greg Hulsizer              Chief Executive Officer   $313,179

  Macquarie Infrastructure   Affiliate                  579,903
  US PTY Limited

  Anthony Evans              Chief Financial Officer    264,682

  Macquarie Capital Group    Affiliate                  261,394
  Limited

  Macquarie Atlas Roads      Affiliate                  167,419
  International Limited

  Shane Savgur               Chief Tech. Officer        112,193

  Theresa Weekes             Chief Accounting Officer    89,083

  Macquarie Capital Funds    Affiliate                   46,266
  (Europe) Limited

Mr. Evans also discloses that South Bay is a party to 17 lawsuits
and administrative proceedings within one year immediately
preceding the Petition Date.  A list of the lawsuits is available
for free at http://bankrupt.com/misc/SBX_SOFA_Lawsuits.pdf

Within one year immediately preceding the Petition Date, South Bay
paid these firms for services relating to debt counseling and
bankruptcy:

  Firm Name                      Date         Amount
  ---------                      ----         ------
  Kirkland & Ellis LP         01/25/2010     221,147
  Kirkland & Ellis LP         03/09/2010      30,000
  Kirkland & Ellis LP         03/17/2010     185,734
  Kirkland & Ellis LP         03/18/2010    $229,088
  Epiq Bankruptcy Sol. LLC    03/18/2010      50,000
  Imperial Capital LLC        03/19/2010     175,000
  Kirkland & Ellis LP         03/22/2010      50,000

South Bay further revealed its current partners, officers,
directors and shareholders:

                                                      % of
  Name/Entity                  Nature of Interest   Interest
  -----------                  ------------------   --------
  Macquarie 125 Holdings Inc.  Limited Partner         50%

  MIP International SR 125     Limited Partner         23%
  Holdings LLC

  MIP U.S. SR 125 HOLDINGS     Limited Partner         22%
  LLC

  MIP Canada SR 125 Holdings   Limited Partner          5%
  LLC

  California Transportation    General Partner        < 1%
  Ventures, Inc.

                    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: Calif. Transport Files Schedules & Statement
------------------------------------------------------------------

A - Real Property                                              -

B - Personal Property                                          -

     TOTAL SCHEDULED ASSETS                                   -
     ==========================================================

C - Property Claimed                                           -

D - Creditors Holding Secured Claims                           -

E - Creditors Holding Unsecured Priority Claims
        FY 2010 Income Tax                                 $800

F - Creditors Holding Unsecured Nonpriority Claims
        Intercompany Trade Debt                          98,418

     TOTAL SCHEDULED LIABILITIES                        $99,218
     ==========================================================

                   Statement of Financial Affairs

California Transportation Ventures, Inc., reveals that it made
negative earnings during the two years before the Petition Date:

              Period                    Amount
              ------                    ------
     07/01/2009 - 03/22/2010          ($13,836)
     07/01/2008 - 06/30/2009           (22,750)
     07/01/2007 - 06/30/2008           (15,224)

Within one year immediately preceding the Petition Date, CTV tells
the Court, it is party to 11 lawsuits and administrative
proceedings.  A list of the lawsuits is available for free at:

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

CTV paid these firms for services relating to debt counseling and
bankruptcy within one year immediately preceding the Petition
Date:

  Firm Name                      Date         Amount
  ---------                      ----         ------
  Kirkland & Ellis LP         03/18/2010    $229,088
  Kirkland & Ellis LP         01/25/2010     221,147
  Kirkland & Ellis LP         03/17/2010     185,734
  Imperial Capital LLC        03/19/2010     175,000
  Epiq Bankruptcy Sol. LLC    03/18/2010      50,000
  Kirkland & Ellis LP         03/22/2010      50,000
  Kirkland & Ellis LP         03/09/2010      30,000

                    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: To Go After Toll Evaders
----------------------------------------------
South Bay Expressway, L.P., will pursue actions against toll-
evading drivers that pass through the San Diego expressway, 10News
reports.

The report said the non-paying drivers have racked up amounts
totaling $14,000.

Greg Hulsizer, SBX's chief executive officer, says that there are
approximately 30 drivers, who repeatedly drive through toll plazas
without paying, notes the report.  "It's kind of like taking your
parking ticket and stuffing it in your glove box, but we've sent
hundreds of letters to these violators [but] they refuse to pay,"
Mr. Hulsizer is quoted as saying.

Mr. Hulsizer has showed Joe Little of 10News a stack of 140 toll
violation notices that were sent to the biggest offender, and
another stack of 140 toll violation reminders that were also sent.

"We can't honestly believe someone would use the road hundreds of
times and refuse to pay," Mr. Hulsizer said.

South Bay and the California Department of Motor Vehicles will be
sending the 30 drivers hold notices, and those drivers will not be
allowed to renew the registration on their vehicles until they pay
the fines, the report further says.

"There's always the scofflaws out there that think they're going
to get away with it, and the day of reckoning has come for them,"
10News quoted Mr. Hulsizer as saying.

                    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).


STANDARD PACIFIC: Closes $300 Million Senior Notes Offering
-----------------------------------------------------------
Standard Pacific Corp. closed its public offering of $300,000,000
of its 8 3/8% Senior Notes due 2018.

In connection with the issuance of the Notes, the Company entered
into a Fourteenth Supplemental Indenture, by and among the
Company, the subsidiaries of the Company party thereto, and The
Bank of New York Mellon Trust Company, N.A., as trustee, which
supplemented the indenture, dated as of April 1, 1999, between the
Company and the Trustee, relating to the issuance by the Company
of the Notes.  The Notes will be general senior obligations of the
Company and will be guaranteed by the Guarantors on a senior
basis.  The Notes will be secured by a pledge of the equity
interests of certain of the Company's subsidiaries, and the
guarantees of the Guarantors will be unsecured, except for one
guarantee, which will be secured by the equity interests owned by
the applicable Guarantor.  The Guarantors are all of the Company's
subsidiaries that have guaranteed the Company's existing senior
notes, except for one subsidiary that does not have any active
business operations.

The obligations in respect of the Notes have been designated as
"Additional Covered Obligations" pursuant to an Instrument of
Joinder dated as of May 3, 2010, to the Intercreditor Agreement,
dated as of May 5, 2006, among the Company, the Guarantors, Bank
of America, N.A., as collateral agent and the representatives of
the creditors subject to such Intercreditor Agreement.

Consequently, obligations in respect of the Notes, and the
guarantees of one of the Guarantors, are secured by a pledge of
the stock of certain of the Company's subsidiaries pursuant to the
Pledge Agreement dated as of May 5, 2006, among the Company, the
pledgor subsidiaries of the Company party thereto and Bank of
America, N.A., as collateral agent.

The Notes will bear interest at a rate of 8 3/8% per year, payable
on May 15 and November 15 of each year, beginning on November 15,
2010.  The Notes will mature on May 15, 2018, unless earlier
repurchased.  Holders of the Notes may require the Company to
repurchase the Notes if the Company is involved in a "change of
control triggering event", which consists of the occurrence of
both a defined change of control and ratings decrease event.

                      About Standard Pacific

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of December 31, 2009, the Company had $1.861 billion in total
assets against $1.421 billion in total liabilities.

                           *     *     *

Standard & Poor's Ratings Services assigned its 'B-' rating to the
$300 million 8.375% senior notes due May 15, 2018, issued by
Standard Pacific Corp.  The '5' recovery rating reflects S&P's
expectation for a modest (10%-30%) recovery in the event of
default.  The company plans to use proceeds from the offering to
fund a tender offer for its 7.75% senior notes due 2013
($121.2 million outstanding balance), to call its 2010 and 2011
senior notes ($63.7 million combined balance), and repay other
debt.

Standard & Poor's Ratings Services raised its corporate credit
rating on Irvine, Calif.-based homebuilder Standard Pacific Corp.
to 'B' from 'CCC+'.  The upgrade acknowledges improvement in the
company's cost structure, as well as previous success in
addressing near-term maturity risk.  At the same time, S&P raised
its ratings on $872 million of senior and subordinated notes and
revised its outlook on the company to stable from positive.


STARPOINTE ADERRA: Can Sell Condominium Unit for $225,000
---------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona authorized Starpointe Aderra Condominiums
Limited Partnership to sell its condominium unit 3056 to Sherry
Catlett for $224,900.

The Debtor is also authorized to pay:

   -- CCS Arizona II, LLC, all net sale proceeds immediately from
      escrow at closing from the sale of Unit 3056;

   -- Starpointe Marketing Concepts, LLC, the Debtor's broker to
      market the sale of its condominium units, a 3% brokerage
      fee; and

   -- Maricopa County Treasurer's office real property taxes due
      amounting to $756.

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, 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.


STARPOINTE ADERRA: To Pay Unsecured Claims Over 5 Years
-------------------------------------------------------
Starpointe Aderra Condominiums Limited Partnership filed with the
U.S. Bankruptcy Court for the District of Arizona a Disclosure
Statement explaining its Plan of Reorganization.

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

According to the Disclosure Statement, the Debtor intends to
continue to operate the Starpointe Aderra community during the
5-year term of the reorganization plan and beyond.  The profits
obtained from operations will be used to pay down the allowed
claims of estate creditors.  Under the Plan, the Reorganized
Debtor will make monthly payments to secured, administrative,
priority, and unsecured creditors.

The Plan provides for secured creditors to retain their liens and
be paid deferred cash payments totaling at least the allowed
amount of their claim, of a value, of at least the claimant's
interest in the estate's interest in the property.

General unsecured creditors will be paid in full over the five
year term of the plan and receive their pro rata share of the
initial distribution and the subsequent monthly distributions from
net available income - after payment to the administrative and
priority claimants.

Subject to the terms of the Plan, the Debtor's owners will retain
their ownership interest in the Reorganized Debtor.

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

The Debtor is represented by:

     Warren J. Stapleton, Esq.
      E-mail: wstapleton@omlaw.com
     Brenda K. Martin, Esq.
      E-mail: bmartin@omlaw.com
     Shelley Detwiller DiGiacomo, Esq.
      E-mail: sdigiacomo@omlaw.com
     Osborn Maledon P.A.
     2929 N. Central Avenue, Suite 2100
     Phoenix, Arizona 85012
     Tel: (602) 640-9000
     Fax: (602) 640-9050

               About Starpointe Aderra Condominiums

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, 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.


STRIKEFORCE TECH: Dec. 31 Balance Sheet Upside-Down by $8.1MM
-------------------------------------------------------------
StrikeForce Technologies, Inc. filed on May 4, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

The Company's balance sheet as of December 31, 2009, showed
$1,293,492 in assets and $9,405,675 of liabilities, for a
stockholders' deficit of $8,112,183.

The Company reported a net loss of $2,239,081 on $411,737 of
revenue for 2009, compared with a net loss of $1,544,033 on
$287,035 of revenue for 2008.

Li & Company, PC, in Skillman N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had an accumulated
deficit and a working capital deficiency at December 31, 2009, and
had a net loss and cash used in operations for the year ended
December 31, 2009, respectively.

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

               http://researcharchives.com/t/s?6199

Edison, N.J.-based StrikeForce Technologies, Inc. a software
development and services company that offers a suite of integrated
computer network security products using proprietary technology.


SUNRISE SENIOR: Posts $15.5 Million Net Loss in Q1 2010
-------------------------------------------------------
Sunrise Senior Living, Inc., filed on May 4, 2010, its quarterly
report on Form 10-Q, showing a net loss of $15.5 million on
$355.2 million of revenue for the three months ended March 31,
2010, compared with a net loss of $18.3 million on $374.7 million
of revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$891.5 million, $874.9 million of liabilities, and $16.6 million
of stockholders' equity.

Since January 1, 2009, the Company has had no borrowing under its
bank credit facility, and has significant debt maturing in 2010.
Debt that is in default totals $241.3 million, including
$187.1 million of German debt that is in default as the Company
stopped paying monthly principal and interest payments in 2009.
The remaining debt is in default as the Company has failed to
comply with various financial covenants.  In April 2010, the
German debt was restructured.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.

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

               http://researcharchives.com/t/s?6198

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At March 31, 2010, the Company operated 365
communities, including 316 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 36,600.


SUNRISE SENIOR: Settles with Barlacys Bank over Release of Claims
-----------------------------------------------------------------
Sunrise Senior Living Inc. entered into a settlement agreement
dated as of April 29, 2010, with Barclays Bank PLC, providing for
the settlement and release of any and all existing and potential
future claims of Barclays against Sunrise under certain cash flow
deficit funding and limited loan to value guarantee obligations in
connection with two loan agreements previously made by Barclays
to Sunrise Wiesbaden Senior Living GmbH & Co.  KG and Sunrise
Wiesbaden GmbH, two indirect German subsidiaries of Sunrise.

The Settlement Agreement provides, among other things, that in
consideration for the termination of Sunrise's Obligations under
the Wiesbaden Loans and Barclays' release of claims against
Sunrise in connection with the Obligations, Sunrise shall pay to
Barclays a principal amount of approximately EUR 7.5 million
without interest, evidenced by a promissory note.  The Settlement
Amount shall be composed of:

   i) an initial payment equal to EUR 1 million to be paid by
      Sunrise on or prior to the fifth business day following
      receipt by Barclays of the original Note and

  ii) starting on June 1, 2010, bimonthly installments of
      approximately EUR 270,000 to be paid by Sunrise to Barclays
      over the next four years with the final payment and all
      remaining principal, if any, being due and payable on April
      1, 2014.

Under the Settlement Agreement, the release of Sunrise from its
Obligations shall be effective immediately upon receipt by
Barclays of the Initial Payment.  In addition, the Wiesbaden
Borrowers' obligations under the Wiesbaden Loans shall be
extinguished if, when and to the extent Sunrise makes payments
under the Note.

In connection with the Settlement Agreement, the Company has
entered and will enter into certain ancillary agreements
implementing the terms of the Settlement Agreement under German
Law, including a consent to debt assumption and a rights
assignment agreement effecting the extinction of the Wiesbaden
Borrowers' obligations under the Wiesbaden Loans, as well as a
standstill agreement between Sunrise, the Wiesbaden Borrowers and
Barclays.

In connection with the closing of this transaction, Sunrise
expects to record a gain of approximately $8 million.

                        Going Concern Doubt

According to the Troubled Company Reporter on March 3, 2010, Ernst
& Young LLP of McLean, Virginia, express substantial doubt about
Sunrise Senior Living Inc.'s ability as a going concern after
auditing the company's financial statement for the year ended Dec.
31, 2009.  The auditor said the Company cannot borrow under the
bank credit facility and the Company has significant debt maturing
in 2010 which it does not have the ability to repay.

                    Cash and Liquidity Update

Sunrise had $39.3 million of unrestricted cash at Dec. 31, 2009.
Sunrise has no borrowing availability under its bank credit
facility, and has significant scheduled debt maturities in 2010
and significant debt that is in default.  As of December 31, 2009,
Sunrise had debt of $440.2 million, of which $227.2 million of
debt is scheduled to mature in 2010, including $33.7 million under
its bank credit facility, which is due in December 2010. Debt that
is in default totals $317.2 million, including $198.7 million of
debt that is in default as a result of the failure to pay
principal and interest to the lenders of Sunrise's German
communities. Sunrise is seeking waivers with respect to existing
defaults to avoid acceleration of these obligations.

On Feb. 12, 2010, Sunrise extended $56.9 million of debt that was
either past due or in default at December 31, 2009.  The debt is
associated with an operating community and two land parcels.  In
connection with the extension, Sunrise (i) made a $5.0 million
principal payment at closing, (ii) extended the terms of the debt
to no earlier than December 2, 2010, (iii) provided for an
additional $5.0 principal payment on or before July 31, 2010, and,
among other items, (iv) defaults under the loan agreements were
waived by the lenders.

                     About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

The Company reported $910.58 million in total assets and
$884.35 million in total liabilities, resulting to a
$26.23 million stockholders' deficit as of Dec. 31, 2009.


SYDNEY RETAIL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sydney Retail, LLC
        1700 Harvest Circle
        Alpharetta, GA 30004

Bankruptcy Case No.: 10-73415

Chapter 11 Petition Date: May 4, 2010

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

Judge: C. Ray Mullins

Debtor's Counsel: John J. McManus, Esq.
                  John J. McManus & Associates, P.C.
                  Building H, 3554 Habersham at Northlake
                  Tucker, GA 30084
                  Tel: (770) 492-1000
                  E-mail: jmcmanus@mcmanus-law.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
$1,981,040 while debts total $3,588,843.

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/ganb10-73415.pdf

The petition was signed by Robert Forrest, sole member.


TOWNE BANK OF ARIZONA: Closed; Commerce Bank Assumes All Deposits
-----------------------------------------------------------------
Towne Bank of Arizona in Mesa, Ariz., was closed on Friday, May 7,
2010, by the Arizona Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Commerce Bank of Arizona in Tucson,
Ariz., to assume all of the deposits of Towne Bank of Arizona.

The sole branch of Towne Bank of Arizona will reopen during normal
business hours as a branch of Commerce Bank of Arizona. Depositors
of Towne Bank of Arizona will automatically become depositors of
Commerce Bank of Arizona.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branch until they
receive notice from Commerce Bank of Arizona that it has completed
systems changes to allow other Commerce Bank of Arizona branches
to process their accounts as well.

As of March 31, 2010, Towne Bank of Arizona had around $120.2
million in total assets and $113.2 million in total deposits.
Commerce Bank of Arizona will pay the FDIC a premium of 0.3
percent to assume all of the deposits of Towne Bank of Arizona.
In addition to assuming all of the deposits of the failed bank,
Commerce Bank of Arizona agreed to purchase essentially all of the
assets.

The FDIC and Commerce Bank of Arizona entered into a loss-share
transaction on $80.1 million of Towne Bank of Arizona's assets.
Commerce Bank of Arizona will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-782-1766.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/townebank.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $41.8 million.  Commerce Bank of Arizona's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to all alternatives.  Towne Bank of Arizona is the
67th FDIC-insured institution to fail in the nation this year, and
the second in Arizona.  The last FDIC-insured institution closed
in the state was Desert Hills Bank, Phoenix, on March 26, 2010.


TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 65.28 cents-on-the-
dollar during the week ended Friday, May 7, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.17 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility, which
matures on May 17, 2014.  Moody's has withdrawn its rating on the
bank debt, while it is not rated by Standard & Poor's.  The debt
is one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRW AUTOMOTIVE: $204 Mil. Income Supports Moody's 'B2' Rating
-------------------------------------------------------------
Moody's Investors Service said TRW Automotive, Inc.'s announcement
of strong improvement in first quarter earnings, with net income
of $204 million, and continued favorable business outlook for 2010
are supportive of the company's existing B2 Corporate Family
Rating and positive rating outlook.

The last rating action for TRW was on March 4, 2010, when the
Corporate Family Rating was raised to B2 and the rating outlook
changed to positive.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has four operating segments:
Chassis Systems, Occupant Safety Systems, Automotive Components,
and Electronics.  Its primary business lines encompass the design,
manufacture, and sale of active and passive safety related
products.  Revenues in 2009 were approximately $11.6 billion.


TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Livonia, Mich.-based auto supplier TRW
Automotive Inc. to 'BB-' from 'B+' and raised all its debt ratings
on the company.  The outlook is stable.

"The upgrade reflects S&P's belief that TRW's creditworthiness has
improved because of the moderate auto market recovery, cost
restructuring actions taken during the global downturn, and
renewed attention to debt reduction," said Standard & Poor's
credit analyst Nancy Messer.  "S&P expects TRW to remain
profitable and generate positive cash flow, even if auto
production remains at existing levels," she continued.  S&P now
believe TRW can reach and sustain 3.5x adjusted leverage, with
EBITDA of at least $1 billion and EBITDA margin of near 8% in
2010.  S&P believes these credit measures can be sustained or
improved in 2011 if production increases as S&P expect.  In
addition, the company's liquidity position has improved.  TRW
manufactures active and passive auto safety products (58% and 26%
of 2009 revenues, respectively) and is a major Tier 1 supplier to
automakers in the global light-vehicle market.

To support its improved liquidity at the 'BB-' rating, S&P expects
the company to retain meaningful cash balances and limit
acquisition activity to small bolt-on transactions.  S&P believes
the company's lower breakeven point will allow it to generate
improved margins and free cash flow in 2010, despite S&P's
expectation that auto production will remain relatively weak in
North America and Europe.

TRW reported better first-quarter earnings and cash flow than S&P
expected, in part because of improved operating leverage.
Revenues improved 50%, year over year, because of higher
production and favorable foreign currency translation.  Recent
weakness in the euro relative to the U.S. dollar, if sustained,
will have a negative currency translation effect on TRW's
revenues.

S&P continues to view TRW's business risk profile as weak,
reflecting the company's narrow market focus.  S&P believes the
safety segment in which TRW operates has long-term growth
characteristics but is still highly dependent on automaker
production levels.  S&P believes TRW's No. 1 or No. 2 market
position reflects the high quality of its products and service, as
well as the company's technological capabilities and global
deliverability.  Auto markets in the U.S. and Europe appear to be
stabilizing, although S&P expects sales in Europe, a key market
for TRW, to be down in 2010 from 2009 levels.  S&P also expects
markets to remain weak relative to historical levels.  S&P
believes North American light-vehicle sales will increase by about
13% to 14% in 2010, to 11.7 million units (still well below the
2008 level of 13.2 million).  S&P also believes auto registrations
in Europe will decline in 2010, about 10% to 12% year over year,
partly because of the cessation of various national scrappage
programs, which boosted 2009 sales.

S&P believes TRW's liquidity is adequate for near-term needs; it
has significant cash on hand, adequate borrowing availability on
the revolving credit line, and no near-term maturities.

The stable outlook reflects S&P's view that TRW's intermediate-
term financial prospects can support the 'BB-' rating.  S&P bases
this on S&P's assumption that TRW's aggressive restructuring
activities in the past year have created some sustainable margin
improvement that should support better earnings and help cash
generation as vehicle production rises with expected improvement
in U.S. economic growth.  In Europe, S&P assumes the company can
benefit from an improved product mix, despite S&P's expectation
that auto production there will be flat or down slightly, year
over year, in 2010.  In addition, the company's balance sheet has
been restructured to eliminate near-term maturities and reduce
permanent debt.

S&P could raise the ratings if S&P believed TRW could achieve and
sustain meaningful free cash generation, pension- and lease-
adjusted leverage of 3.0x or less, and 8.5% or better EBITDA
margins from its ongoing restructuring actions.  For example, S&P
assumes TRW could reach 3x adjusted leverage if it could achieve
EBITDA of at least $1.2 billion and sustainable EBITDA margins of
8.5%.  S&P would also need to believe that any use of its large
cash balances would be consistent with S&P's expectations for a
higher rating.

Alternatively, S&P could lower the ratings if S&P believed auto
industry markets would not improve as S&P assumes or if the
economic recovery falters, thereby preventing the company from
achieving the financial measures that S&P expects for the 'BB-'
rating in 2010.  S&P could also lower the ratings if S&P believed
cash generation would be compromised in 2010 by lower revenues,
atypically high commodity costs, unexpected higher capital
spending, or impaired margins, or if TRW makes a transforming
acquisition with available cash or makes a debt-financed
acquisition.


UNISYS CORP: Bid to Increase Directors' Retirement Age Rejected
---------------------------------------------------------------
Unisys Corporation disclosed in a regulatory filing that it failed
to advance a proposal to amend its Bylaws to increase the
mandatory retirement age for directors from age 70 to age 72.  The
Company failed to receive the required affirmative vote of at
least 80% of the outstanding shares.

The Company's Annual Meeting was held on April 29, 2010.

The Company's proxy statement provided prior to the stockholders'
2010 annual meeting also stated that, if the amendment were
approved by stockholders, Theodore E. Martin, who is 70 years old,
would stand for reelection at the Annual Meeting and that, if the
amendment were not approved by stockholders, Mr. Martin would not
be a nominee for election at the meeting and would retire from the
Board at the Annual Meeting.   Approval of this Bylaw amendment
required the affirmative vote of not less than 80% of the
outstanding shares of the Company's common stock.

Accordingly, Mr. Martin retired from the Board at the Annual
Meeting.

The Company further disclosed that the stockholders approved at
the Annual Meeting:

     -- amendments to the Company's 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;

     -- amendments to the Company's Restated Certificate of
        Incorporation and Bylaws to 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;

     -- election of Henry C. Duques, and Charles B. McQuade as
        Directors;

     -- the selection of KPMG LLP as the company's independent
        registered public accounting firm for 2010; and

     -- the Unisys Corporation 2010 Long-Term Incentive and Equity
        Compensation Plan.

                           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.

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.


UNITED AIR LINES: Bank Debt Trades at 8% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which United Air Lines
is a borrower traded in the secondary market at 91.65 cents-on-
the-dollar during the week ended Friday, May 7, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.98 percentage
points from the previous week, The Journal relates.  The Company
pays 200 basis points above LIBOR to borrow under the facility.
The bank loan matures on Feb. 13, 2013, and carries Moody's B3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among 203 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


US FOODSERVICE: Bank Debt Trades at 11% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 89.17 cents-
on-the-dollar during the week ended Friday, May 7, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.56 percentage points
from the previous week, The Journal relates.  The Company pays 275
basis points above LIBOR to borrow under the facility.  The bank
loan matures on July 3, 2014, and carries Moody's B2.  The debt is
one of the biggest gainers and losers among 203 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


VEBLEN WEST: Files Schedules of Assets and Liabilities
------------------------------------------------------
Veblen West Dairy LLP filed with the U.S. Bankruptcy Court
for the District of South Dakota its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,621,720
  B. Personal Property           $10,909,027
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,621,112
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $30,458
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,128,742
                                 -----------      -----------
        TOTAL                    $15,530,747       $23,780,312

Veblen West Dairy LLP, based in Veblen, South Dakota, filed a
petition April 7 seeking protection under Chapter 11 (Bankr. D.
S.D. Case No. 10-10071).  Veblen West listed assets and debts of
$10 million to $50 million.


VEBLEN WEST: AgStar, et al., Want Chapter 11 Trustee Appointed
--------------------------------------------------------------
AgStar Financial Services, PCA and AgStar Financial Services,
FLCA, ask the U.S. Bankruptcy Court for the District of South
Dakota to appoint a Chapter 11 trustee in the Chapter 11 case of
Veblen West Dairy LLP.

AgStar hold a valid and perfected first blanket security interest
in all of the personal property owned by the Debtor.  In addition,
AgStar also holds a valid and perfected first blanket security
interest in all of the personal property of Veblen East Dairy
Limited Partnership.  AgStar also holds priority mortgages on the
real estate that underlies both dairies.

West and East are part of an dairy production system together with
The Dairy Dozen-Milnor, LLP, which filed bankruptcy in the
District of North Dakota, The Dairy Dozen-Thief River Falls, LLP,
which filed bankruptcy in the District of Minnesota, along with
New Horizon Dairy, LLP, Vantage Cattle Company, LLP, and Short
Foot Calf Ranch, Inc.  All of the dairy entities are managed by
Prairie Ridge Management, LLC.

AgStar say that:

   -- the Debtor bookkeeping functions are performed by PRM, a
      company primarily owned and operated by Richard Millner.
      Mr. Millner is also the authorized agent for the Debtor and
      some of the related entities.

   -- is not in a position to offer adequate protection for use of
      cash collateral to AgStar on an ongoing basis.

AgStar is willing to work with an independent trustee protect the
assets of the estate and the related going concern value to the
extent feasible.

                      About Veblen West Dairy

Veblen West Dairy LLP, based in Veblen, South Dakota, filed a
petition April 7 seeking protection under Chapter 11 (Bankr. D.
S.D. Case No. 10-10071).  Veblen West listed assets and debts of
$10 million to $50 million.


WELCOME HOTEL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Welcome Hotel Group, LLC
        322 Susan Drive, Suite A
        Normal, IL 61761

Bankruptcy Case No.: 10-71448

Chapter 11 Petition Date: May 4, 2010

Court: U.S. Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

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

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

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

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

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


WORLD COLOR: S&P Keeps 'B+' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Montreal-based World Color Press Inc. (formerly Quebecor World
Inc.), including its 'B+' long-term corporate credit rating, on
CreditWatch, where they were placed with positive implications
Jan. 27, 2010.

CreditWatch with positive implications means that S&P could either
raise or affirm the ratings following the completion of S&P's
review.  The CreditWatch listing followed Quad/Graphics announced
proposal to acquire World Color.

"This CreditWatch update reflects the definitive agreement by
which Quad/Graphics Inc. will acquire World Color in a largely
stock-based transaction," said Standard & Poor's credit analyst
Lori Harris.  S&P expects the acquisition to close in the summer
of 2010, subject to shareholder and regulatory approvals.  "Should
the transaction be completed, S&P believes the combined company
would have stronger business risk and financial risk profiles than
World Color on a stand-alone basis because of opportunities for
synergies, improved product and geographic footprint, and larger
scale, as well as S&P's expectation that the company will not be
highly leveraged," Ms. Harris added.

S&P will 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 ratings on
World Color.  Should the transaction be terminated, S&P will
remove the ratings on World Color from CreditWatch.


WURZBURG INC: Federal Judge Approves $7.5 Million Sale Deal
-----------------------------------------------------------
Wayne Risher at The Commercial Paper reports that a federal judge
approved a $7.5 million sale deal between Wurzburg Inc. and Amcor
Ltd. to lift the company out of bankruptcy.  Wurzburg's largest
creditor First Tennessee Bank is expected to collect about $6.3
million debt.

Wurzburg Inc. -- http://www.wurzburg.com/-- filed for Chapter 11
bankruptcy to restructure and reorganize its operations and
ownership.  The Company provides packaging materials and
equipment, and printing and material handling.


YANKEE CABLE: Moody's Assigns 'B1' Rating on $40 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned provisional ratings for Yankee
Cable Acquisition, LLC, including (P)B1 ratings to its proposed
$40 million senior secured revolving credit facility due 2015 and
$560 million senior secured term loan due 2016.  RCN Cable is
provisionally rated (P)B1 on a Corporate Family Rating basis, with
a (P)B2 Probability of Default Rating, both serving as indicative
rating levels during the marketing of the proposed facilities and
as expected to be definitively assigned (albeit with the "(P)"
monikers) following completion of the pending transactions.  The
ratings are prospective and based on Moody's expectation that RCN
Cable will own currently rated RCN Corporation's (B1 CFR)
residential and small- and medium-sized business cable assets
following the completion of the $1.2 billion planned acquisition
of RCN Corporation by ABRY Partners announced on March 5, 2010,
and subsequent split of RCN Corporation's RCN cable and RCN Metro
(metropolitan fiber-based) assets.  Net proceeds from the offering
along with a contribution from ABRY will be used to partially fund
the acquisition, refinance existing debt and pay related fees.
The balance of the acquisition will be funded by net proceeds from
a separate concurrent debt offering by RCN Metro.  Moody's will
withdraw RCN Corporation's existing ratings once the acquisition
is completed.

Moody's has taken these rating actions:

Assignments:

Issuer: Yankee Cable Acquisition, LLC

  -- Corporate Family Rating, Assigned (P)B1

  -- Probability of Default Rating, Assigned (P)B2

  -- $40 Million Senior Secured Revolving Credit Facility due
     2015, Assigned (P)B1 (LGD3-34%)

  -- $560 Million Senior Secured Term Loan due 2016, Assigned
     (P)B1 (LGD3-34%)

RCN Cable's (P)B1 CFR reflects the good free cash flow the company
generates from its ability to provide video, high speed data and
telephony services in a portfolio of densely populated, largely
urban markets.  The rating is further supported by RCN Cable's
stable operating performance, good penetration of multiple
services, modest EBITDA margins and the company's deemed high
quality network.  Offsetting these strengths are RCN Cable's
relatively small size, moderately high debt-to-EBITDA leverage of
about 4.0x (expected for FY 2010 incorporating Moody's standard
adjustments) and high-level competition from larger and better
capitalized cable, DBS and telecom operators.  The company's
ratings are also constrained by the risks inherent to its
overbuilder business model and Moody's opinion that exposure to
event risk and more aggressive financial policies will be higher
under its new financial sponsor ownership structure.

The credit facilities will be secured by a first priority interest
in and lien on substantially all of RCN Cable's assets.  The
facilities are rated the same as the CFR due to absence of claims
that would otherwise afford debt cushion for secured lenders.

The ratings for the debt instruments reflect both the overall
probability of default for RCN Cable, to which Moody's has
assigned a (P)B2 PDR, and a below-average mean family loss given
default assessment of 35% (or an above-average mean family
recovery estimate of 65%), in line with Moody's LGD Methodology
and typical treatment for an all-first-lien senior secured debt
capital structure.

The prospective ratings are based on Moody's expectation that the
majority of the existing management team will remain intact.  The
ratings are subject to a review of the acquisition financing plan
and summary term sheets for the credit facility that include
important elements such as covenants which remain to be negotiated
and finalized.  The deal is fully underwritten but ABRY's
acquisition is subject to satisfaction of a number of
contingencies including RCN Corporation obtaining the approval of
a majority of its stockholders, the absence of any successful
competing acquisition bids, regulatory approvals, including the
receipt of required consents and approvals of the Federal
Communications Commission, as well as satisfaction of other
customary closing conditions.

This is the first rating action for RCN Cable.  The last rating
action for RCN Corporation was on February 12, 2010, when Moody's
raised RCN Corporation's speculative grade liquidity rating to
SGL-2 from SGL-3.

Based in Herndon, Virginia, RCN Cable is a facilities-based
competitive provider of bundled cable, high-speed Internet and
phone services to residential customers in the high-density
northeast and Chicago markets.  RCN Cable also serves a growing
base of commercial customers through RCN Business Services, which
serves as a provider of bulk video, broadband Internet access and
voice services to small- and medium-sized business customers.


YOUNG BROADCASTING: Creditors Seek to Hold Off Plan Confirmation
----------------------------------------------------------------
Citing improvements to the economy, Young Broadcasting Inc.'s
creditors have asked a bankruptcy court to hold off on confirming
a restructuring plan put forth by the company's senior lenders
that a judge has already approved, according to Bankruptcy Law360.

Headquartered in New York City, Young Broadcasting, Inc.
-- http://www.youngbroadcasting.com/-- owns 10 television
stations and the national television representation firm, Adam
Young, Inc.  Five stations are affiliated with the ABC Television
Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV -
Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV - Green Bay,
WI), three are affiliated with the CBS Television Network (WLNS-TV
- Lansing, MI, KLFY-TV - Lafayette, LA and KELO-TV - Sioux Falls,
SD), one is affiliated with the NBC Television Network (KWQC-TV -
Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San
Francisco, CA).

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort.  The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.


ZALE CORP: Citibank to Terminate Merchant Service Agreement
-----------------------------------------------------------
Zale Corporation said that Citibank (South Dakota), N.A. had
provided notice that Citibank would terminate the Merchant
Services Agreement, dated as of July 10, 2000, between Citibank
and two of the Company's wholly-owned subsidiaries, unless the
Company paid Citibank approximately $6 million on or before April
1, 2010, for a shortfall to the minimum volume of credit sales as
set forth in the Agreement.

On March 29, 2010, Citibank and the Company agreed to extend the
April 1, 2010 payment deadline to April 30, 2010, and on April 29,
2010, Citibank agreed to further extend the payment deadline until
May 31, 2010.  The Company and Citibank have entered into
negotiations for a replacement for the Agreement, and in
connection with the most recent extension the Company agreed to
negotiate exclusively with Citibank through May 31, 2010.

                         About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* Manatt Bankruptcy Co-Chair Joins Sheppard Mullin
--------------------------------------------------
Alan M. Feld has left Manatt Phelps & Phillips LLP, where he co-
chaired the firm's bankruptcy and financial restructuring practice
group, to join the ranks at Sheppard Mullin Richter & Hampton LLP,
according to Bankruptcy Law360.

Law360 says Feld, a creditor-side bankruptcy attorney with a
particular focus on cross-border work, joined Sheppard Mullin's
Los Angeles/ Downtown office as a partner in the firm's finance
and bankruptcy practice group.


* BOND PRICING -- For Week From May 3 to May 7, 2010
----------------------------------------------------

  Company          Coupon      Maturity  Bid Price
  -------          ------      --------  ---------
BOWATER INC         9.500%   10/15/2012    38.000
BOWATER INC         6.500%    6/15/2013    42.000
AMER GENL FIN       4.875%    5/15/2010    99.700
AMER GENL FIN       5.200%    6/15/2010    94.762
ALLBRI-CALL06/10    7.750%   12/15/2012   101.610
AT HOME CORP        0.525%   12/28/2018     0.504
LASALLE FNDG LLC    4.250%    5/15/2010    98.250
MERRILL LYNCH       3.450%     3/9/2011    98.000
BANK NEW ENGLAND    8.750%     4/1/1999    11.875
BANK NEW ENGLAND    9.875%    9/15/1999    11.875
BLOCKBUSTER INC     9.000%     9/1/2012    20.250
BALLY TOTAL FITN   14.000%    10/1/2013     1.000
BANKUNITED FINL     6.370%    5/17/2012     7.250
BANKUNITED FINL     3.125%     3/1/2034     7.875
CAPMARK FINL GRP    5.875%    5/10/2012    33.000
COLLINS & AIKMAN   10.750%   12/31/2011     0.050
CITADEL BROADCAS    4.000%    2/15/2011    54.625
CELL THERAPEUTIC    4.000%     7/1/2010    94.250
F-CALL05/10         6.150%    5/20/2011    99.000
FRIEDE GOLDMAN      4.500%    9/15/2004     0.875
FEDDERS NORTH AM    9.875%     3/1/2014     0.977
FLEETWOOD ENTERP   14.000%   12/15/2011    15.375
FINLAY FINE JWLY    8.375%     6/1/2012     1.500
FAIRPOINT COMMUN   13.125%     4/1/2018    16.063
FAIRPOINT COMMUN   13.125%     4/2/2018    16.438
GENERAL MOTORS      9.450%    11/1/2011    36.000
GENERAL MOTORS      7.125%    7/15/2013    29.500
GENERAL MOTORS      7.700%    4/15/2016    31.000
GENERAL MOTORS      8.800%     3/1/2021    30.250
GASCO ENERGY INC    5.500%    10/5/2011    62.500
155 E TROPICANA     8.750%     4/1/2012     5.000
HAWAIIAN TELCOM     9.750%     5/1/2013     3.500
INN OF THE MOUNT   12.000%   11/15/2010    41.000
LEHMAN BROS HLDG    4.375%   11/30/2010    20.500
LEHMAN BROS HLDG    5.000%    1/14/2011    21.125
LEHMAN BROS HLDG    6.000%     4/1/2011    21.000
LEHMAN BROS HLDG    5.750%    4/25/2011    20.500
LEHMAN BROS HLDG    5.750%    7/18/2011    21.125
LEHMAN BROS HLDG    4.500%     8/3/2011    20.960
LEHMAN BROS HLDG    6.625%    1/18/2012    21.563
LEHMAN BROS HLDG    5.250%     2/6/2012    21.125
LEHMAN BROS HLDG    1.500%    3/23/2012    18.250
LEHMAN BROS HLDG    1.250%    6/13/2012    19.050
LEHMAN BROS HLDG    6.000%    7/19/2012    21.000
LEHMAN BROS HLDG    5.000%    1/22/2013    21.250
LEHMAN BROS HLDG    5.625%    1/24/2013    21.125
LEHMAN BROS HLDG    5.100%    1/28/2013    18.500
LEHMAN BROS HLDG    5.000%    2/11/2013    19.750
LEHMAN BROS HLDG    4.800%    2/27/2013    21.079
LEHMAN BROS HLDG    4.700%     3/6/2013    20.850
LEHMAN BROS HLDG    5.000%    3/27/2013    20.500
LEHMAN BROS HLDG    5.750%    5/17/2013    21.000
LEHMAN BROS HLDG    5.250%    1/30/2014    20.910
LEHMAN BROS HLDG    4.800%    3/13/2014    21.125
LEHMAN BROS HLDG    6.200%    9/26/2014    20.230
LEHMAN BROS HLDG    5.150%     2/4/2015    19.375
LEHMAN BROS HLDG    5.250%    2/11/2015    21.800
LEHMAN BROS HLDG    8.800%     3/1/2015    20.000
LEHMAN BROS HLDG    6.000%    6/26/2015    18.250
LEHMAN BROS HLDG    8.500%     8/1/2015    21.250
LEHMAN BROS HLDG    5.000%     8/5/2015    17.400
LEHMAN BROS HLDG    6.000%   12/18/2015    20.600
LEHMAN BROS HLDG    5.500%     4/4/2016    21.125
LEHMAN BROS HLDG    8.920%    2/16/2017    17.000
LEHMAN BROS HLDG    6.500%    7/19/2017     0.510
LEHMAN BROS HLDG    5.875%   11/15/2017    20.000
LEHMAN BROS HLDG    8.050%    1/15/2019    19.375
LEHMAN BROS HLDG    7.000%    4/16/2019    19.375
LEHMAN BROS HLDG    8.750%   12/21/2021    20.500
LEHMAN BROS HLDG    8.500%    6/15/2022    22.000
LEHMAN BROS HLDG   11.000%    6/22/2022    19.375
LEHMAN BROS HLDG   11.000%    7/18/2022    17.500
LEHMAN BROS HLDG   11.000%    8/29/2022    19.000
LEHMAN BROS HLDG    9.500%   12/28/2022    19.375
LEHMAN BROS HLDG    9.500%    1/30/2023    21.500
LEHMAN BROS HLDG    8.750%     2/6/2023    19.760
LEHMAN BROS HLDG    9.500%    2/27/2023    19.625
LEHMAN BROS HLDG   10.000%    3/13/2023    22.500
LEHMAN BROS HLDG   10.375%    5/24/2024    19.000
LEHMAN BROS HLDG   11.000%    3/17/2028    19.375
MFCCN-CALL05/10     5.250%    5/15/2022    99.216
MTH-CALL05/10       7.000%     5/1/2014   102.375
NORTH ATL TRADNG    9.250%     3/1/2012    48.510
NEFF CORP          10.000%     6/1/2015     9.625
NEWPAGE CORP       12.000%     5/1/2013    38.100
LEINER HEALTH      11.000%     6/1/2012     9.250
OWENS-ILL INC       7.500%    5/15/2010   100.000
OSCIENT PHARM      12.500%    1/15/2011     9.500
QUANTUM CORP        4.375%     8/1/2010    92.554
RAFAELLA APPAREL   11.250%    6/15/2011    65.000
READER'S DIGEST     9.000%    2/15/2017     1.250
RESIDENTIAL CAP     8.375%    6/30/2010   100.125
RASER TECH INC      8.000%     4/1/2013    43.750
SECRUS-CALL06/10   11.000%     9/1/2011   101.088
SPHERIS INC        11.000%   12/15/2012    20.400
STATION CASINOS     6.000%     4/1/2012     7.250
STATION CASINOS     6.500%     2/1/2014     1.000
STATION CASINOS     6.875%     3/1/2016     1.257
STATION CASINOS     7.750%    8/15/2016     6.250
STATION CASINOS     6.625%    3/15/2018     2.000
TEKNI-PLEX INC     12.750%    6/15/2010    95.000
THORNBURG MTG       8.000%    5/15/2013     1.500
TRANS-LUX CORP      8.250%     3/1/2012    36.500
TOUSA INC           9.000%     7/1/2010    65.336
TOUSA INC           9.000%     7/1/2010    65.000
TOUSA INC           7.500%    3/15/2011     8.700
TOUSA INC          10.375%     7/1/2012     7.500
TOUSA INC           7.500%    1/15/2015     6.000
TRIBUNE CO          4.875%    8/15/2010    30.100
TIMES MIRROR CO     7.250%     3/1/2013    30.131
TRUMP ENTERTNMNT    8.500%     6/1/2015     0.500
VIRGIN RIVER CAS    9.000%    1/15/2012    45.500
VERENIUM CORP       5.500%     4/1/2027    37.000
VERASUN ENERGY      9.375%     6/1/2017     6.625
WCI COMMUNITIES     9.125%     5/1/2012     0.500
WCI COMMUNITIES     7.875%    10/1/2013     1.000
WERNER HOLDINGS    10.000%   11/15/2007     2.000
WASH MUT BANK NV    5.500%    1/15/2013     0.750
WASH MUT BANK NV    5.950%    5/20/2013     0.750
WASH MUT BANK FA    5.650%    8/15/2014     1.002
WASH MUT BANK FA    5.125%    1/15/2015     0.750
WASH MUT BANK NV    6.750%    5/20/2036     1.625
YELLOW CORP         5.000%     8/8/2023    90.000
ZIONS BANCORP       5.250%    5/14/2010    99.781



                           *********

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
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herein is obtained from sources believed to be reliable, but is
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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 ***