TCR_Public/100514.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 14, 2010, Vol. 14, No. 132

                            Headlines

1518 WEST: Retained Interest in Rents Assigned to Mortgagee
2151 HOTEL: Secured Creditor Says Filing Violates Order
ALERIS INT'L: Court Confirms Plan of Reorganization
ALLEN CAPITAL: Seeks Plan Exclusivity Until July 22
ABITIBIBOWATER INC: To Sell Alabama Sawmill for $4.1 Million

ALERIS INT'L: Has Nod for Exit Financing to Support Plan
AMERICAN INT'L: CEO Believes Prudential Deal Will Proceed
AMERICAN INT'L: Fairholme Capital Holds 18.9% of Common Stock
AMERICAN INT'L: Legal Staff Reviews Complex Mortgage Deals
AMR CORP: American Has Tentative Labor Deal for Technicians

ATRIUM COMPANIES: Amended Reorganization Plan Wins Court Approval
AUTOTRADER.COM INC: Moody's Assigns 'Ba3' Corporate Family Rating
AUTOTRADER.COM INC: S&P Assigns 'BB+' Corporate Credit Rating
AUTOZONE INC: To Release Fiscal Q3 Earnings on May 25
AVENTINE RENEWABLE: CFO Castle to Receive $350,000 Annual Salary

BIGLER LP: Intends to Auction Assets on June 16
BANKUNITED FINANCIAL: Plan Exclusivity Extended to Aug. 4
BARZEL INDUSTRIES: Has Plan Exclusivity Extension Until July 12
BEARINGPOINT INC: Creditors to Receive $18MM First Distribution
BLACK CROW: Plan Exclusivity Extended Until August 10

BLACK GAMING: Court OKs Hiring of Attorneys
BLANCA LLC: Hearing on Continued Access to Cash Set for May 25
BLOCKBUSTER INC: Posts $65.4 Million for First Quarter of 2010
BLOCKBUSTER INC: Shareholder Meyer Wants Director Crystal Ousted
BONEYARD LLC: Can Incur Unsecured Financing from Le Plastrier

BOYD GAMING: Fitch Affirms Issuer Default Rating at 'B+'
BRAMPTON PLANTATION: Section 341(a) Meeting Scheduled for June 7
BROADSTRIPE LLC: Receives Last Exclusivity Extension
BROWN ACRES: Case Summary & 20 Largest Unsecured Creditors
BUCKEYE TECHNOLOGIES: Moody's Raises Corp. Family Rating to 'Ba2'

BWAY CORPORATION: Moody's Assigns 'Ba3' Rating on Senior Notes
CAPMARK FINANCIAL: Wins Nod for D&P as Forensics Advisor
CAPMARK FINANCIAL: Court Approves More Lazard Work
CENTRAL CROSSING: Court OKs Kantor Loan for Tenant Improvements
CENTRAL CROSSING: Managing Member to Contribute Cash to Pay Claims

CENTRAL CROSSING: Webster Bank Wants Case Dismissed
CERTIFIED DIABETIC: Voluntary Chapter 11 Case Summary
CHEMTURA CORP: Objects to Forming Diacetyl Tort Committee
CHRYSLER LLC: UAW Wants to Get Back Some Concessions
CINCINNATI BELL: To Acquire CyrusOne for $525 Million

CINEDIGM DIGITAL: Moody's Assigns 'Ba1' Rating on Loan Facility
CITADEL BROADCASTING: Shareholders Accused of Disrupting Case
CONSECO INC: Files 10-Q; Insurance Policy Income Down 15% in Q1
CONSECO INC: Shareholders Okay Name Change to CNO Financial Group
COOPER-STANDARD: Seeks Nod for Add'l Work for Ernst & Young

COOPER-STANDARD: Claim Transfers for April 14 to May 6
COOPER-STANDARD: Court Approves Cooper Tire Settlement
CRESCENT RESOURCES: U.S. Trustee Objects to Releases
DENTON 288: Section 341(a) Meeting Scheduled for June 3
DIPAK DESAI: Washingtons Want Reorganization Case Dismissed

DISH NETWORK: March 31 Balance Sheet Upside-Down by $1.85 Billion
DISH NETWORK: Reports Results of May 3 Shareholders' Meeting
DOMINO'S PIZZA: Posts $24.5-Mil. Net Income for March 28 Quarter
DOUGLAS DYNAMICS: S&P Raises Corporate Credit Rating to 'BB-'
DOYLE HEATON: Sets June 24 Plan Confirmation Hearing

DUANE READE: S&P Raises Corporate Credit Rating From 'B-'
E.F.L. PARTNERS: Section 341(a) Meeting Scheduled for June 8
E.F.L. PARTNERS: Wants McCullough Eisenberg as Bankr. Counsel
ELECTRICAL COMPONENTS: Wins Confirmation of Prepackaged Plan
ENERGY FUTURE: Files Slide Presentation for Investor Meetings

ENERGY TRANSFER: Moody's Affirms Ba1 Corporate Family Rating
FAIRPOINT COMMS: Confirmation Hearing to Continue July 8
FELIX FHIMA: Files Schedules of Assets and Liabilities
FELIX FHIMA: Taps Michael Berger as Bankruptcy Counsel
FERMIN ANIEL: Court Sees "Inevitable Foreclosure" & Lifts Stay

FISHERMAN'S WHARF: Files Schedules of Assets & Liabilities
FISHERMAN'S WHARF: Taps Bush Ross as Bankruptcy Counsel
FORD MOTOR: UAW Wants to Get Back Some Concessions
FORD MOTOR: Seeks to End Tie-up with Mazda & Changan
FRASER PAPERS: Appoints Chief Restructuring Officer

FREMONT GENERAL: Signature Plan Wins Court Confirmation
GATEHOUSE MEDIA: Posts $17.4-Mil. Net Loss for March 31 Quarter
GEMS TV: Asset Auction Set for June 2
GENERAL MOTORS: Cannot Legally Buy Back Former Financing Unit
GENERAL MOTORS: UAW Wants to Get Back Some Concessions

GIBRALTAR INDUSTRIES: S&P Gives Pos. Outlook; Keeps 'B+' Rating
GLOBAL CROSSING: Files Form 10-Q for March 31 Quarter
GREG SHANE: Voluntary Chapter 11 Case Summary
GRIGIO TTL: Voluntary Chapter 11 Case Summary
HCA INC: Offers to Exchange Unregistered Senior Secured Notes

HCA INC: Reports $388 Million Net Income for March 31 Quarter
HCA INC: Seeks to Raise $2.5 Billion in IPO
HEALTHSOUTH CORP: Posts $50-Mil. Profit for First Quarter
HELLER ERHMAN: Debtors File New Chapter 11 Liquidation Plan
HICKS SPORTS: MLB Commissioner Threatens to Revoke Creditor Liens

H.R.S. HOTELS: Case Summary & 20 Largest Unsecured Creditors
INN AT MISSOURI: Section 341(a) Meeting Scheduled for June 2
INN AT MISSOURI: Taps Herren Dare as Bankruptcy Counsel
JUDY ANN KEETER: Case Summary & 20 Largest Unsecured Creditors
KNIGHT-CELOTEX: Ill. Judge Decides Venue Question for N.H. Case

KRATOS DEFENSE: Moody's Changes Corporate Family Rating to 'B3'
LA BOTA: Gets Court's Nod to Hire Hughes Watters as Bankr. Counsel
LAS VEGAS MONORAIL: Ambac Appeals Denial of Ch. 9 Conversion
LATSHAW DRILLING: Can Use Lehman Commercial's Cash Until June 4
LE-NATURE'S INC: Seeks $1.5 Bil. in Damages From Wachovia Bank

LEARNING CARE: Moody's Withdraws 'B3' Corporate Family Rating
LEHMAN BROTHERS: Settlement with Fenway Capital Approved
LEHMAN BROTHERS: ISDA Setoff Dispute Going Up on Appeal
LEVI STRAUSS: Inks Purchase Agreement with Merrill Lynch
LIONS GATE: Shareholders Confirm "Poison Pill" Plan

MAGIC BRANDS: U.S. Trustee Forms 5-Member Creditors Committee
MERIDIAN RESOURCE: Completes Merger with Alta Mesa
MESA AIR GROUP: Gets Nod for Deloitte as Tax Consultant
MESA AIR GROUP: Proposes Deloitte & Touche as Auditor
MESA AIR GROUP: Proposes PwC as Tax Advisor

MID-ARK LUMBER: Case Summary & 20 Largest Unsecured Creditors
MON VIEW: Can Sell Mathies Mine to Massey Energy for $3.5MM
MONDRIAN TTL: Files for Chapter 11 in Phoenix
MORTGAGES LTD: Investors Sue Greenberg Traurig Over Collapse
MYMON REALTY: Voluntary Chapter 11 Case Summary

NAVISTAR INTL: Registers 2.5MM Shares Under 2004 Incentive Plan
NEWPORT WOODS: Voluntary Chapter 11 Case Summary
NEXCEN BRANDS: To Sell Franchise Business to Levine Leichtman
NORTON CLEARWATER: Case Summary & 10 Largest Unsecured Creditors
NIGHTHAWK RADIOLOGY: St. Paul Dispute Won't Affect Moody's Rating

NYER MEDICAL: Shareholders Approve Final Liquidating Distribution
OAKWOOD PALMETTO: Case Summary & 12 Largest Unsecured Creditors
OCEAN PARK HOTELS: Files Chapter 11 in California
OSCIENT PHARMA: Hearing on Guardian's Cash Access Set for June 24
PARAMOUNT RESOURCES: S&P Affirms 'B' Corporate Credit Rating

PASADENA PLAYHOUSE: Files for Chapter 11 Bankruptcy Protection
PATRICK MALONEY: Section 341(a) Meeting Scheduled for June 9
PENN TRAFFIC: Settles Breakup Fee Dispute with Hilco
PLANET ORGANIC: Postpones Shareholder's General Meeting to May 14
PRIVE VEGAS: Wins Dismissal of Chapter 11 Case

QWEST COMMUNICATIONS: Net Income Narrows to $38-Mil. for Q1 2010
QWEST COMMUNICATIONS: Provides Update on CenturyLink Merger
RAYMOND FARMER: Gets Final OK to Use Lenders' Cash Collateral
REGENCY ENERGY: Moody's Affirms Ba3 Corporate Family Rating
RELATED GROUP: Hands Ownership of 2 Towers to Lenders

RENEGADE HOLDINGS: Tobacco Company's Chapter 11 Plan Confirmed
RICHARD ALLEN: Section 341(a) Meeting Scheduled for June 3
RICHARD ALLEN: Wants May 31 Deadline for Filing of Schedules
RICHFIELD 81: Case Summary & 3 Largest Unsecured Creditors
RLC INDUSTRIES: S&P Gives Stable Outlook; Affirms 'B-' Rating

RSG FAMILY: Case Summary & 7 Largest Unsecured Creditors
RUBICON US: Has $405MM Buyout Offer to Compete with Noteholders
RUFFIN ROAD: Voluntary Chapter 11 Case Summary
SAINT VINCENTS: Trust Monitor Draws Plan for Malpractice Claims
SALLY BEAUTY: Posts $34-Mil. Net Earnings for March 31 Quarter

SALLY HOLDINGS: Posts $35.8-Mil. Profit for March 31 Quarter
SEDGWICK CMS: S&P Affirms Counterparty Credit Rating at 'B+'
SEITEL INC: Posts $22.2 Million Net Loss in Q1 2010
SENSIBLE TECHNOLOGIES: Voluntary Chapter 11 Case Summary
SIRIUS XM: Posts $41.5 Million Net Income for First Quarter

SOMERHILL GALLERY: Files for Chapter 11 Protection
SONRISA PROPERTIES: Plan Outline Hearing Continued Until June 22
SUMNER REGIONAL: Taps Frost Brown as Bankruptcy Co-Counsel
SUNSET TOOL: Case Summary & 20 Largest Unsecured Creditors
SYNERGEX CORPORATION: Provides Default Status Report Update

TELX GROUP: S&P Assigns Corporate Credit Rating at 'B-'
TELX GROUP: Moody's Assigns Corporate Family Rating at 'B2'
TLC VISION: Bankruptcy Court Confirms Joint Chapter 11 Plan
TLC VISION: S&P Withdraws 'D' Corporate Credit Rating
UNO RESTAURANT: To Seek Confirmation of Plan on June 21

US CENTRAL: Fitch Assigns New Individual Rating at 'E'
US CONCRETE: Posts Wider Net Loss of $26.7 Million in Q1 2010
USGEN NEW ENGLAND: Rejection Damages Limited to Present Value
VEBLEN WEST: Has Access to AgStar's Cash Collateral Until May 31
VISTEON CORP: Exclusivity Right to File Plan Extended

VISTEON CORP: Order Appointing Pensioner to Committee Vacated
WASHINGTON MUTUAL: Securities Holders Call Plan 'Unconfirmable'
WOODLAWN APARTMENTS: Case Summary & 18 Largest Unsecured Creditors
XERIUM TECHNOLOGIES: Court Confirms Prepackaged Plan
YOUNG BROADCASTING: PwC Named as New Independent Auditors for 2009

* Junk Covenants Regress to 2006-2007 Levels, Says Moody's
* Default Rates Continue Declining in April, Moody's Says

* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy


                            *********


1518 WEST: Retained Interest in Rents Assigned to Mortgagee
-----------------------------------------------------------
Under Illinois law, WestLaw reports, a Chapter 11 debtor-
mortgagor, which had owned mixed use real property that had been
foreclosed upon and sold by the mortgagee to a third party
prepetition, retained an ownership interest in the rents assigned
to the mortgagee, notwithstanding the appointment of a receiver in
the foreclosure proceedings.  The debtor's ownership interest was
subject to the mortgagee's "perfected and enforced" security
interest in the property, the bankruptcy court noted.  The court
rejected the mortgagee's argument that, because of its prepetition
perfection and enforcement of its security interest in the rents,
the funds were not property of the estate but were, instead, the
property of the mortgagee and the mortgagee alone.  In re 1518
West Chicago Ave., LLC, --- B.R. ----, 2010 WL 1541373 (Bankr.
N.D. Ill.).

1518 West Chicago Avenue, LLC, sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 09-05776) on Feb. 23, 2009, and is
represented by Gregory K. Stern, Esq., in Chicago.  At the time of
the filing, the single-asset real estate debtor estimated its
assets and debts at less than $10 million.


2151 HOTEL: Secured Creditor Says Filing Violates Order
-------------------------------------------------------
G5 Global Partners IX, LLC, has asked the U.S. Bankruptcy Court
for the Southern District of California to dismiss the Chapter 11
bankruptcy case of 2151 Hotel Circle South LLC.

G5 Global, a secured creditor of the Debtor, claims that the case
was unlawfully filed for a third time by the Debtor.  G5 Global
says:

     -- First, the Debtor filed its third petition squarely within
        the 180 day prohibited period following the dismissal by
        the Court as a sanction;

     -- Second, Debtor's re-filing of the bankruptcy case in San
        Diego is a direct violation of a court order.  When the
        Court dismissed the Debtor's second bankruptcy in the
        Central District, the Honorable Maureen Tighe ordered that
        the Debtor will not re-file a bankruptcy petition unless
        it first obtains a stipulation from the secured creditors.
        The Debtor hasn't obtained and requested a stipulation
        before re-filing; and

     -- Third, the Debtor admittedly utilized cash collateral for
        several months without the lender's consent or the Court's
        authority.  As of May 3, 2010, it is suspected that the
        Debtor has used more than $800,000 cash collateral.  There
        has never been a repayment or an accounting of the
        unlawful use of cash collateral.

The Debtor has objected to G5 Global's request to dismiss the
bankruptcy case.  The Debtor said that some of G5 Global's
assertions are true, "some are irrelevant, and some are wildly
twisted beyond any reasonable comprehension.

The Debtor denied that that its bankruptcy case was filed in
conflict with Judge Tighe's ruling, and that it is improperly
using cash collateral.

"This case was not filed in bad faith, or just in an attempt to
delay the inevitable.  The Debtor first obtained a written
commitment from a third-party to buy the hotel for $14 million,
more than enough to pay off the lender and all other non-insider
creditors, and then obtained a six-figure deposit into escrow,
before it filed its current petition.  It has a pending motion
before the Court to approve this sale.  The Court should deny the
motion to dismiss, grant use of cash collateral, and hear and
approve the motion to sell on June 17, 2010.  The Debtor will then
be in a position to have its own case dismissed, as part of a
payment in full of all creditor claims (including al UST quarterly
fees due), and thus conclude a highly-successful Chapter 11 case,"
the Debtor stated.

G5 Global is represented by Perkins Coie LLP.

                         About 2151 Hotel

Woodland Hills, California-based 2151 Hotel Circle South LLC filed
for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr.
S.D. Calif. Case No. 10-07330).  Stuart J. Wald, Esq., at the Law
Offices of Stuart J. Wald, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


ALERIS INT'L: Court Confirms Plan of Reorganization
---------------------------------------------------
Aleris International, Inc. disclosed that the U.S. Bankruptcy
Court in Delaware entered an order confirming the company's Plan
of Reorganization.  The Plan received substantial support from key
U.S. and European secured creditors as well as unsecured
creditors.  With this action, Aleris expects the Plan to become
effective and the Company and its wholly-owned co-debtors to
emerge from Chapter 11 as a private Company on or around June 1.

Steven J. Demetriou, Aleris Chairman and CEO, said, "We are
extremely pleased to receive court approval of our Plan of
Reorganization and look forward to exiting Chapter 11 in just a
matter of weeks.  We have used the past 15 months and this process
to substantially reduce our debt, strengthen our balance sheet,
and significantly enhance our competitive profile with new
financial flexibility and a streamlined operating structure that
preserves all of our businesses while reducing costs.

"We expect to emerge as a well capitalized downstream aluminum
company with excellent liquidity, a committed ownership group, and
a robust production platform designed to capitalize on the
industrial economic recovery," Mr. Demetriou continued.  "We are
driving the Aleris Operating System (AOS) initiative which uses
Lean Sigma tools to develop standardized global processes
throughout the organization in order to drive quality and value
for customers in the markets we serve.  In doing so we will be
even better able to satisfy the needs of our customers and to
continue building Aleris into a global aluminum Company that will
benefit our business partners and employees for years to come.

"I am especially appreciative for all of our hard-working
employees around the world who have helped make our restructuring
a success and who will be an important part of our future.  I also
want to thank the Aleris Board of Directors for their support and
counsel during this process.  Finally, I am also grateful for the
support and confidence that our creditors demonstrated by voting
overwhelmingly in favor of the plan and participation in the
rights offering and exit financing," Demetriou added.

As previously announced, upon the effective date, Aleris will be a
privately held company that will be majority owned by its existing
secured creditors led by certain investment funds managed by
Oaktree Capital Management, L.P., affiliates of Apollo Management,
L.P. and Sankaty Advisors, LLC, respectively.  These entities have
committed to invest up to $690 million in the reorganized company
in a rights offering comprised of $45 million in 10 year unsecured
Notes and up to $645 million in new equity.  Proceeds from the
rights offering will be used to repay outstanding DIP loans and
pay fee expenses associated with emergence.  Additionally, the
Company has received court approval to enter into a new fully
committed $500 million asset based revolving credit facility upon
emergence.

Aleris Deutschland Holding GmbH ("ADH"), a non-operating holding
company with no employees or operating assets and that conducts no
commercial business, was included as part of the overall Aleris
Plan of Reorganization and is also expected to emerge from Chapter
11 on or about June 1.

                   About Aleris International

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

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

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


ALLEN CAPITAL: Seeks Plan Exclusivity Until July 22
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Allen Capital
Partners LLC and subsidiary DLH Master Land Holding LLC ask the
Bankruptcy Court to extend their exclusive period to propose a
Chapter 11 plan until July 22.  The Debtors say that 15 potential
investors have signed confidentiality agreements enabling receipt
of detailed financial information that could lay the basis for a
reorganization or acquisition.

San Diego, California-based Allen Capital Partners, LLC, dba The
Allen Group, filed for Chapter 11 bankruptcy protection on
January 25, 2010 (Bankr. N.D. Tex. Case No. 10-30562).  Mark
MacDonald, Esq., at MacDonald + MacDonald, P.C., assists the
Company in its restructuring effort.  Lain, Faulkner & Co. is the
Debtor's financial advisor.  The Company listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities in its petition.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.


ABITIBIBOWATER INC: To Sell Alabama Sawmill for $4.1 Million
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc.
has a contract to sell 107 acres and a non-operating sawmill in
Marshall County, Alabama, for $4.1 million in cash to Progress
Rail Corp.  The mill hasn't generated revenue since 2005 and
permanently closed in November.  The hearing for approval of the
sale is set for May 26.

                      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).


ALERIS INT'L: Has Nod for Exit Financing to Support Plan
--------------------------------------------------------
Aleris International Inc. received approval from the Bankruptcy
court of a $500 million asset-backed loan to provide financing
when it emerges from Chapter 11.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware -- heath@rlf.com -- related that to finance
their administrative expenses incurred in connection with their
emergence from bankruptcy, permit the refinancing of loans and the
rollover of existing letters of credit outstanding under the
current DIP Asset-Based Lending Credit Facility, and to provide
for their working capital needs and general corporate
requirements, the Debtors have a first-lien senior secured asset-
based financing for $500 million.  The Exit ABL Facility will be
entered into on or after the Effective Date by certain of the
Reorganized Debtors, he says.

Accordingly, the Debtors sought the Court's permission to enter
into the Commitment Letter, including the term sheet, and the
related Fee Letters with:

  (a)(i) Bank of America, N.A., as administrative agent; Bank of
         America Securities, LLC, as lead arranger; and

    (ii) J.P. Morgan Securities Inc., as lead arranger;

  (b)(i) BofA Securities;

    (ii) JPM Securities;

   (iii) Barclays Bank PLC;

    (iv) Deutsche Bank Securities Inc.; and

     (v) UBS Securities LLC;

  (c)(i) RBS Business Capital, a division of RBS Asset
         Financing, Inc., a subsidiary of RBS Citizens, N.A.;
         and

    (ii) KeyBank National Association, each as a senior managing
         agent;

  (d) JPM Securities as syndication agent;

  (e) Bank of America, Deutsche Bank AG New York Branch AG and
      JPMorgan Chase Bank, N.A., each as Co-Collateral Agent;

  (f) Barclays, DB and UBS, each as a Co-Documentation Agent;
      and

  (g) the parties who have committed to fund the Exit ABL
      Facility.

The Commitment Parties intend to syndicate the exit ABL Facility
to one or more other financial institutions reasonably acceptable
to the Borrowers and to Oaktree Capital Management L.P. and
Apollo ALS Holdings, L.P.

                 The Commitment Letter and the
                       Exit ABL Facility

The major terms of the Commitment Letter are:

The Commitment: The total commitment is $500 million.

          Fees: The aggregate amount of fees associated with the
                structuring, underwriting, commitment, and
                arrangement of the Exit ABL Facility is up to
                approximately $16 million.  Fee payable under
                the Fee Letters will be paid upon the closing of
                the Exit ABL Facility.

       Expense
Reimbursement: The Debtors agree to reimburse fees and expenses
                of the Arrangers and their affiliates arising in
                connection with the Commitment Letter,
                consummation of the Plan, entry into the Exit
                ABL Facility, and syndication of the loans.
                Reimbursable fees and expenses will be paid upon
                the closing of the Exit ABL Facility.

Indemnification: The Debtors agree to indemnify and hold harmless
                the Administrative Agent, the Arrangers, the
                Co-Collateral Agents, the Senior Management
                Agents, the Syndication Agent, and each other
                agent or co-agent designated in connection with
                the ABL Exit Facility, each lender, and its
                affiliates, successors and assigns.

Expiration of
    Commitment: 5:00 p.m., New York time, on August 6, 2010,
                unless prior to that time the Plan will have
                become effective and the financing consummated.

A full-text copy of the Commitment Letter is available for free
at http://bankrupt.com/misc/Aleris_CommitmentLetter.pdf

The Debtors have also sought the Court's approval to file under
seal the closing fee letter and certain fee letters relating to
their proposed exit-financing.  The Debtors assert that the
information contained in the Fee Letters falls squarely within
the scope of protection offered by Section 107(b) of the
Bankruptcy Code.  According to the Debtors, the Fee Letters
contain confidential commercial information regarding the fees,
individual commitment amounts, minimum hold amounts, and other
terms agreed to among the Debtors and the Commitment Parties in
order to effectuate and implement the Exit ABL Facility.

                    About Aleris International

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

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

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


AMERICAN INT'L: CEO Believes Prudential Deal Will Proceed
---------------------------------------------------------
Reuters' Paritosh Bansal reports that a source familiar with the
matter said American International Group Inc Chief Executive
Robert Benmosche told employees he is confident the $35.5 billion
deal to sell its Asian life insurance unit would move forward.

According to Reuters, the source said Mr. Benmosche made the
comments about the deal with Britain's Prudential Plc at a meeting
in New York on Monday.  The source declined to be named because
the meeting was not public.

AIG and Prudential have been in talks to restructure the deal.
Reuters, citing media reports, says the talks include cutting the
$25 billion cash component of the deal by $2 billion.  According
to The Financial Times, AIG may subscribe to $2 billion of a new
Prudential loan or hybrid security.

As reported by the Troubled Company Reporter on May 12, 2010,
Serena Ng at The Wall Street Journal related that people familiar
with the matter said AIG and Prudential are in talks to revise the
composition of their $35.5 billion deal for AIA Group Ltd., also
known as American International Assurance, AIG's largest Asian
life insurance business.  The Journal said Prudential is looking
for ways to appease U.K. regulators' concerns about its capital
position so that it can move forward with a share sale to raise
cash for its acquisition of AIA.

As reported by the Troubled Company Reporter on March 2, 2010, AIG
unveiled a definitive agreement for the sale of AIA to Prudential
for roughly $35.5 billion, including roughly $25 billion in cash,
$8.5 billion in face value of equity and equity-linked securities,
and $2.0 billion in face value of preferred stock of Prudential,
subject to closing adjustments.

                            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 INT'L: Fairholme Capital Holds 18.9% of Common Stock
-------------------------------------------------------------
Fairholme Capital Management, L.L.C., Bruce R. Berkowitz and
Fairholme Funds, Inc., disclosed holding in the aggregate
25,467,800 shares or roughly 18.9% of the common stock of American
International Group, Inc., as of April 30, 2010.

The AIG shares are owned, in the aggregate, by various investment
vehicles and accounts managed by Fairholme.  According to the
firm's disclosure, 23,283,800 shares are owned by The Fairholme
Fund, a series of Fairholme Funds, Inc.  Mr. Berkowitz acts as
Managing Member of FCM and as President of Fairholme Funds, has
voting or dispositive power over all shares beneficially owned by
FCM, he is deemed to have beneficial ownership of all such shares.

                            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 INT'L: Legal Staff Reviews Complex Mortgage Deals
----------------------------------------------------------
The Wall Street Journal's Erik Holm and Serena Ng report that
American International Group Inc.'s Chief Executive Robert
Benmosche said at the Company's annual meeting that its legal
staff is scrutinizing complex mortgage deals AIG insured before
its government rescue, and will take action if it concludes the
transactions wrongly harmed AIG.

According to the Journal, Mr. Benmosche made his remarks in
response to a question from an investor about Goldman Sachs Group
Inc., which is facing a civil suit by the Securities and Exchange
Commission over a mortgage deal known as a collateralized debt
obligation.  The Journal recalls that deal -- dubbed Abacus 2007-
AC1 -- wasn't insured by AIG, though the bailed-out insurer
previously worked with Goldman on other "Abacus" transactions.
Goldman has denied wrongdoing in the case.

"We are looking at all activities from that period," Mr. Benmosche
said, according to the Journal.  "To the extent we find something
wrong that harmed AIG inappropriately, our legal staff will take
appropriate action."

On May 7, 2010, AIG reported net income attributable to the
Company of $1.5 billion for the first quarter of 2010, or $2.16
per diluted common share, compared to a net loss of $4.4 billion
or $(39.67) per diluted common share in the first quarter of 2009.
First quarter 2010 adjusted net income was $809 million, compared
to an adjusted net loss of $2.1 billion in the first quarter of
2009.

Financial Services reported a first quarter 2010 operating loss
before net realized capital gains (losses) and the effect of
hedging activities that did not qualify for hedge accounting
treatment of $474 million, compared to a $1.1 billion operating
loss in the first quarter of 2009.

AIG Financial Products Corp., which is in the process of winding
down its businesses and portfolios, reported a $298 million
operating loss in the first quarter of 2010, compared to a
$1.1 billion operating loss in the first quarter of 2009,
primarily due to lower interest expense on intercompany borrowings
and the effect on operating results related to the continued wind-
down of AIGFP's portfolios along with a market valuation gain in
2010 compared to a loss in 2009 on its super senior credit default
swap portfolio.  These positive results were partially offset by
the significant decrease related to the net effect of changes in
credit spreads on the valuation of AIGFP's assets and liabilities.

International Lease Finance Corporation reported a $56 million
operating loss in the first quarter of 2010, due solely to
impairment charges taken on announced aircraft sales, compared to
operating income of $316 million in the first quarter of 2009.  On
April 13, 2010, ILFC contracted to sell a portfolio of aircraft
and, due to current market conditions, recorded asset impairment
losses aggregating $347 million and operating lease related
charges aggregating $84 million related to those and other
aircraft in the quarter.  Stronger rental revenues driven by a
larger aircraft fleet, lower operating expenses, and lower
composite borrowing rates were partially offset by higher
depreciation expense and provision for overhauls when compared to
the first quarter of 2009.  In 2010, ILFC was able to access the
credit markets on both a secured and unsecured basis and raised
approximately $4.0 billion to meet its financial and operating
obligations, as well as to extend $2.2 billion of its revolving
credit facility.

American General Finance, Inc., reported a first quarter 2010
operating loss of $132 million compared to an operating loss of
$203 million in the first quarter of 2009, reflecting a decline in
the provision for loan losses resulting from improved delinquency
rates, lower interest expense due to lower average debt balances,
and lower operating expenses due to management expense reductions
across all AGF operations.  These favorable variances were
partially offset by a decline in finance charge revenues
reflecting lower average net receivables.  Since year-end 2009,
AGF received cash proceeds of more than $500 million from a
$1.0 billion asset securitization in March 2010 and executed and
fully drew down a $3.0 billion secured term loan transaction in
April 2010.  AGF used a portion of the proceeds from these
transactions, cash on hand and proceeds from AIG's repayment of
two demand promissory notes to repay all of its outstanding
obligations under its $2.45 billion one-year term loans in March
2010 and its $2.125 billion five-year revolving credit facility in
April 2010 (both of which were due in July 2010).

At March 31, 2010, AIG had total assets of $863.697 billion; total
liabilities of $760.038 billion; redeemable noncontrolling
interests in partially owned consolidated subsidiaries of
$1.940 billion; noncontrolling interests, including noncontrolling
nonvoting, callable, junior and senior preferred interests held by
Federal Reserve Bank of New York, of $26.718 billion; resulting in
$101.719 billion total equity.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?61e2

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?61e3

                            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.


AMR CORP: American Has Tentative Labor Deal for Technicians
-----------------------------------------------------------
Missy Latham, American Airlines labor spokesperson, said on May 8,
2010, American Airlines and the Transport Workers Union have
reached a tentative agreement in principle for the Maintenance
Control Technician workgroup, previously known as the Technical
Specialist workgroup.

"Agreement has now been reached on all contracts related to our
maintenance organization.  This is the third tentative agreement
reached this week," according to Ms. Latham.

"Similar to the other two tentative agreements reached earlier
this week with the Mechanic & Related and Material Logistics
Specialist workgroups, this tentative agreement provides our
Maintenance Control Technicians with market-based compensation,
including structural increases, and enhancements to other contract
items such as vacation, holidays and sick leave.  It also provides
American with improved efficiency in the field work assignments
this workgroup oversees.

"Both parties worked collaboratively during this negotiating
process to reach a tentative agreement that addresses the
interests of our TWU-represented employees and the company.

"It is our understanding that the TWU negotiating committee is
recommending that this tentative agreement goes to the membership
for consideration and ratification.  The union will provide
details regarding its terms and the voting process to its members
in the coming days.

"American Airlines has more than 50,000 employees represented by
unions, including approximately 90 under this tentative
agreement."

                       About AMR Corporation

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

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

                           *     *     *

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


ATRIUM COMPANIES: Amended Reorganization Plan Wins Court Approval
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Atrium Companies, Inc.'s second amended Plan of Reorganization.

The Plan provides for the reorganization of the Debtors as a going
concern and is based on a settlement among the Debtors, the Senior
Secured Agent and the Ad Hoc Group of Senior Secured Lenders.
Among other things, the Plan contemplates one of two restructuring
alternatives:

   * New Value Alternative.  This restructuring option
     contemplates an equity investment from Kenner & Company,
     Inc., the Debtors' current equity sponsor, and certain other
     potential investors, of $125,000,000, in exchange for 92.5%
     of Reorganized Atrium's New Common Stock (subject to dilution
     on account of the Management Equity Incentive Plan), which
     will be applied to the distribution to the Holders of Senior
     Secured Claims.  The New Value Alternative further
     contemplates that Reorganized Atrium will obtain new secured
     loans in an aggregate amount equal to at least $250,000,000,
     the proceeds of which will be applied to satisfy the Claims
     of Holders of Senior Secured Claims.  For the New Value
     Alternative to be implemented, valid and binding commitments
     to provide the equity investment and new secured loans must
     be delivered to and approved by the Senior Secured Agent and
     the Ad Hoc Group of Senior Secured Lender within 45 days of
     the Petition Date.

   * Stand-Alone Alternative. If these commitments are not
     delivered to or approved by the Senior Secured Agent and the
     Ad Hoc Group of Senior Secured Lenders by the New Value
     Alternative Deadline, the Plan provides for implementation of
     the Stand-Alone Alternative, which contemplates that Holders
     of Senior Secured Claims will receive, on a Pro Rata basis, a
     share of (a) a new first-priority senior secured term loan
     totaling $200,000,000 and (b) 98% of Reorganized Atrium's
     New Common Stock (subject to dilution on account of the
     Management Equity Incentive Plan).

Notably, the New Value Alternative -- and its contemplated
investment from Kenner -- is subject in all respects to higher and
better offers.  Indeed, the Debtors' proposed financial advisor
and investment banker, Moelis & Company, LLC, has already started
an open and thorough marketing process to ensure that the value
of the Debtors' estates is maximized for the benefit of all
stakeholders.

In connection with the New Value Alternative, Holders of 11.0%
Senior Subordinated Notes Claims will receive a Pro Rata share of
2.5% of Reorganized Atrium's New Common Stock and Holders of 15.0%
Senior Subordinated Notes Claims will receive a Pro Rata share of
5.0% of Reorganized Atrium's New Common Stock.  If the Stand-Alone
Alternative is implemented, Holders of 11.0% Senior Subordinated
Notes Claims and Holders of 15.0% Senior Subordinated Notes Claims
will together receive a Pro Rata share of 2.0% of Reorganized
Atrium's New Common Stock.  Any distribution to Holders of Senior
Subordinated Notes Claims is contingent -- in either restructuring
scenario -- on (a) the Class of Holders of 11.0% Senior
Subordinated Notes and the Class of Holders of 15.0% Senior
Subordinated Notes voting to accept the Plan and (b) 100% of the
Holders of the 11.0% Senior Subordinated Notes Claims agreeing to
waive their Priority Rights under the Senior Subordinated Notes
Indenture.

In the event either or both of the foregoing conditions are not
satisfied, the recoveries otherwise to be afforded to Holders of
Senior Subordinated Notes Claims will be distributed to the
prepetition senior secured lenders.  The Plan further contemplates
that under either the New Value Alternative or the Stand-Alone
Alternative, holders of qualified unsecured trade claims will
receive payment in full in cash on account of such claims
following execution of a qualified vendor support agreement.
Moreover, holders of allowed general unsecured claims will receive
the lesser of (i) $0.04 on account of each dollar of the holder's
allowed general unsecured claim and (ii) on a Pro Rata basis, a
share of a $200,000 cash distribution.

A full text copy of the second modified Plan of Reorganization is
available for free at:

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

                     About Atrium Companies

Atrium Companies, Inc. -- http://www.atrium.com/-- manufactures
residential vinyl and aluminum windows and patio doors in North
America.

Atrium and its U.S. subsidiaries filed voluntary Chapter 11
petitions with the U.S. Bankruptcy Court in Delaware on
January 20, 2010 (Bankr. D. Del. Case No. 10-10150).  The
Company's Canadian subsidiary also initiated reorganization
proceedings under the Companies' Creditors Arrangement Act (CCAA)
in the Ontario Superior Court of Justice in Toronto.  The Chapter
11 petition says that debts range from $100 million to
$500 million.  The Company's legal advisors are Kirkland & Ellis
in the U.S. and Goodmans LLP in Canada.  Moelis & Company is
serving as financial advisor.  Garden City Group Inc. serves as
claims and notice agent.


AUTOTRADER.COM INC: Moody's Assigns 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned AutoTrader.com, Inc., a Ba3
Corporate Family Rating, and a B1 Probability of Default Rating,
and also assigned Ba3 ratings to the company's proposed
$100 million senior secured revolving credit facility,
$100 million senior secured term loan A facility and $325 million
senior secured term loan B facility.  These are first-time ratings
for ATC.  Proceeds from the financing will be used to pay a
distribution to ATC's owners, including Cox Enterprises, Inc.
(Baa3 senior unsecured).  CEI currently owns about 90% of ATC, but
it recently announced on May 5, 2010, that it has agreed to sell a
25% equity stake in ATC to Providence Equity Partners which will
lower its ownership to about 68% though still maintaining control
of the company.  The rating outlook is stable.

Assignments:

Issuer: AutoTrader.com

  -- Corporate Family Rating, Assigned Ba3

  -- Probability of Default Rating, Assigned B1

  -- $100 Million Senior Secured Revolving Credit Facility,
     Assigned Ba3, LGD3-30%

  -- $100 Million Senior Secured Term Loan A Facility, Assigned
     Ba3, LGD3-30%

  -- $325 Million Senior Secured Term Loan B Facility, Assigned
     Ba3, LGD3-30%

ATC's Ba3 CFR is largely driven by the strong cash flows the
company generates from its position as a leading seller of digital
automotive advertising, its significant level of subscription
based revenues largely derived from automotive listings and
control by fiscally conservative CEI.  The rating incorporates
Moody's expectation that ATC will grow both organically and
through acquisitions and that it will sustain debt-to-EBITDA
leverage (incorporating Moody's standard adjustments) between 2.5x
and 3.0x.  These strengths, however, only partially offset ATC's
key business risks including the company's relatively short
operating history, small scale, narrow business focus and
vulnerability to the health of automobile sales, mainly used autos
which is driven by consumer spending, particularly in the future
as organic growth moderates.  In addition, there is a significant
level of competition in the sale of digital automotive advertising
and listings.  Further, Moody's believes there are only moderate
entry barriers.

The stable rating outlook reflects Moody's expectation that ATC
will modestly expand its dealership footprint, continue to garner
market share, and grow both revenues and cash flow.  The outlook
also factors in the potential for acquisitions, but assumes that
leverage will remain stable.

The credit facilities will be secured by a first priority interest
in and lien on substantially all of ATC's assets.  Further, the
debt will be guaranteed by all existing and future domestic
subsidiaries.  The facilities are rated the same as the Ba3 CFR
due to the absence of claims that would otherwise afford debt
cushion for secured lenders.

The Ba3 ratings for the debt instruments reflect both the overall
probability of default for ATC, to which Moody's has assigned a B1
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.

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

AutoTrader.com, Inc., with its headquarters in Atlanta, GA, is the
Internet's leading automotive classifieds marketplace and consumer
information website.  ATC is controlled by Cox Enterprises, Inc.
Pro forma for the 25% equity stake sale, ownership will be split
between CEI (68%), Providence Equity Partners (25%), Kleiner
Perkins (6%) and ATC's management and other stockholders (less
than 2%).


AUTOTRADER.COM INC: S&P Assigns 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to AutoTrader.com, subsidiary of Cox Enterprises
Inc. The rating outlook is stable.

At the same time, S&P assigned ratings to AutoTrader.com's
proposed $525 million senior secured credit facilities.  S&P rated
the facilities 'BB+' (at the same level as the 'BB+' corporate
credit rating on the company) with a recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default.  The credit
facilities consist of a $325 million term loan B due 2016, a
$100 million revolving credit facility due 2015, and a
$100 million term loan A due 2015.

The company plans to use net proceeds to redeem outstanding shares
of AutoTrader.com's common stock.  Pro forma for the proposed
transaction, total debt outstanding is approximately $475 million.
Following the sale of a 25% equity stake in AutoTrader.com to
Providence Equity Partners, Cox will have a 68% ownership and
operating control.  The transactions do not affect S&P's rating on
Cox, which, in its view, continues to be supported by the
company's core cable television business and a tempered financial
policy.

"The 'BB+' corporate credit rating reflects the intense
competition of the online automotive classified market,
AutoTrader.com's concentration of earnings from this market, and
some cyclicality in the business," said Standard & Poor's credit
analyst Jeanne Shoesmith.  "The company's leading market share,
strong brand, good discretionary cash flow, and moderate credit
measures somewhat offset these negative factors."

S&P also factored in imputed support from Cox, which will retain a
majority ownership stake in the company.  On a standalone basis,
AutoTrader would have been rated in the 'BB' category.  While S&P
does not view the AutoTrader.com debt as a Cox obligation, given
the significant value of its ownership position, S&P believes it
likely that Cox would provide a limited degree of credit support
to AutoTrader.com.

AutoTrader.com is the world's largest automotive classifieds
marketplace and consumer information Web site.  The company
competes with other online Web sites, as well as traditional print
and newspaper classified advertising.  Although the company has
benefited from advertising spending shifting from print to online
platforms, traditional media still captures the majority of
automotive advertising.  AutoTrader generates roughly 80% of its
revenues from auto dealers, largely from monthly subscriptions and
advertising.  The next largest source of revenue is national
advertising from auto dealer groups and manufacturers, at 14% of
revenues.  The company has a diverse revenue stream, with no
client accounting for more than 2% of revenues in 2009.


AUTOZONE INC: To Release Fiscal Q3 Earnings on May 25
-----------------------------------------------------
AutoZone, Inc., will release results for its fiscal third quarter
ended May 8, 2010, before market open on May 25, 2010.  The
Company will host a one hour conference call that day, beginning
at 10:00 a.m. (EDT), to discuss the results of the quarter.

This call is being web cast and can be accessed, along with
supporting slides, at AutoZone's Web site at
http://www.autozoneinc.com/ Investors may also listen to the call
via the phone by dialing (210) 839-8923. In addition, a telephone
replay will be available by dialing (203) 369-1211 through June 1,
2010, 11:59 p.m. (EDT).

In March 2010, the Company said net income increased to
$123,333,000 for the 12 weeks ended February 13, 2010, from net
income of $115,864,000 for the 12 weeks ended February 14, 2009.
Net income increased to $266,633,000 for the 24 weeks ended
February 13, 2010, from net income of $247,235,000 for the 24
weeks ended February 14, 2009.  Net sales were $1,506,225,000 for
the 12 weeks ended February 13, 2010, from $1,447,877,000 for the
12 weeks ended February 14, 2009.  Net sales were $3,095,469,000
for the 24 weeks ended February 13, 2010, from $2,926,169,000 for
the 24 weeks ended February 14, 2009.

As of February 14, 2010, the Company had $5,424,992,000 in total
assets, including $2,648,713,000 in total current assets; against
total current liabilities of $2,749,324,000; debt of
$2,774,700,000; and other liabilities of $322,639,000; resulting
in stockholders' deficit of $421,671,000.

                          About AutoZone

As of February 13, 2010, in Memphis, Tenn.-based AutoZone, Inc.
(NYSE:AZO) sells auto and light truck parts, chemicals and
accessories through 4,289 AutoZone stores in 48 U.S. states plus
the District of Columbia and Puerto Rico and 202 stores in Mexico.
AutoZone is a retailer and distributor of automotive replacement
parts and accessories in the United States.  AutoZone does not
derive revenue from automotive repair or installation.


AVENTINE RENEWABLE: CFO Castle to Receive $350,000 Annual Salary
----------------------------------------------------------------
To recall, Aventine Renewable Energy Holdings, Inc., in April
named former White Energy, Inc. CEO John W. Castle to serve as its
Chief Financial Officer.

The Company and John W. Castle entered into an employment
agreement with a term beginning on May 5, 2010, and expiring on
December 31, 2012.  The terms of the Castle Employment Agreement
provide for, among other things, (i) a base annual salary of
$350,000, (ii) a guaranteed minimum 2010 bonus of $350,000, and
after 2010, an annual bonus with a target of at least 100% of Mr.
Castle's base salary and an opportunity to earn an incentive bonus
of up to another 100% of Mr. Castle's base salary each year, in
each case based on attainment of performance metrics as determined
by the Chief Executive Officer of the Company and approved by the
Board of Directors of the Company or the compensation committee of
the Board.

                    About Aventine Renewable

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

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

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

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


BIGLER LP: Intends to Auction Assets on June 16
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that Bigler LP intends on
holding an auction to sell all the assets.  While no buyer is yet
under contract, Bigler proposes a June 16 auction, with bids due
June 11.  The Debtor will present the results of the auction on
June 23.  Bigler said it intends on selling the assets in three
lots, composed of the petrochemical business, the terminals, and a
tract of 145 acres of unimproved land.

                          About Bigler LP

Houston, Texas-based Bigler LP is a diversified petrochemical
producer.  Bigler has production and storage facilities on 271
acres on the Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  The petition listed assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.  Secured lender Amegy Bank is
represented by Porter & Hedges LLP.


BANKUNITED FINANCIAL: Plan Exclusivity Extended to Aug. 4
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that BankUnited Financial
Corp. asked for an extension of its exclusive right to propose a
reorganization plan extended until 90 days after it files the
fiscal 2008 tax return.  BankUnited said that tax attributes,
which total value are not known until the return is filed, are
among the "most valuable assets."  However, with opposition from
the creditors' committee, the extension was granted only until
Aug. 4.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  Corali Lopez-Castro, Esq., David Samole,
Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers,
Esq., at Kilpatrick Stockton LLP, serve as counsel to the official
committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. said it has
assets of $37,729,520 against debts of $559,740,185.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120,000,000 and $118,171,000 on account of senior notes.


BARZEL INDUSTRIES: Has Plan Exclusivity Extension Until July 12
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Barzel Industries
Inc. received a July 12 extension of the exclusive right to
propose a liquidating Chapter 11 plan.  In its request for a
second extension, Barzel said it is deciding whether "a
liquidating plan is feasible or not."

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.  Barzel recorded assets of
$370,145,000 against debts of $375,412,000 as of May 30, 2009.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.


BEARINGPOINT INC: Creditors to Receive $18MM First Distribution
---------------------------------------------------------------
The BearingPoint, Inc. Liquidating Trust disclosed that the Trust
will make an initial distribution to the unsecured creditors of
BearingPoint, Inc. and its affiliated debtors in the amount of
$18,000,000.  Checks will be mailed to holders of Allowed General
Unsecured Claims.

"We are happy to make such a large initial distribution to our
unsecured creditors so quickly," said John DeGroote, President of
John DeGroote Services, LLC, who serves as Liquidating Trustee to
the Trust.  "Returning funds to creditors is the primary mission
of the Trust, and I am proud of the team that has made this
happen."

Since filing for chapter 11 protection in 2009, BearingPoint, Inc.
and its debtor affiliates ("BearingPoint") and the Trust have
returned $438.8 million to BearingPoint's creditors, including
payment in full to their secured lenders, full satisfaction of
BearingPoint, Inc.'s Paid Time Off obligations to former
employees, $2 million to additional administrative creditors, and,
with this distribution, $18 million to unsecured creditors.

"This distribution represents a return to unsecured creditors
consistent with that anticipated under our Plan, and I am happy we
can now focus on preference claims, affirmative litigation and
other pursuits to materially enhance distributions to unsecured
creditors," DeGroote said.

Currently, the Trust is retaining approximately $17 million in
liquidity, exclusive of potential future collections, to fund its
remaining administrative obligations and make additional
distributions to unsecured creditors. " The Trust has been very
careful to ensure that it has adequate liquidity to address the
estate's future needs and objectives," said AlixPartners Managing
Director David Johnston, the lead financial advisor to the Trust
and former CFO of BearingPoint.

The Trust currently anticipates and intends to make at least one
more distribution to unsecured creditors by the end of 2010.
"Subsequent distributions will primarily hinge on litigation
recoveries," DeGroote said.

                    About BearinPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  The Debtors' legal advisor
is Weil, Gotshal & Manges, LLP, their restructuring advisor is
AlixPartners LLP, and their financial advisor and investment
banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham
McCutchen LLP represents the Creditors' Committee.  Garden City
Group serves as claims and notice agent.

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.

On December 22, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Modified Second Amended Joint Plan Under
Chapter 11 of the Bankruptcy Code, dated December 17, 2009.  On
December 30, 2009, the Debtors satisfied the conditions precedent
to the effectiveness of the Plan and on December 31, 2009, a
Notice of Effective Date of the Plan was filed with the Bankruptcy
Court.


BLACK CROW: Plan Exclusivity Extended Until August 10
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended Black Crow Media Group, LLC., et al.'s exclusive periods
(i) to propose a Chapter 11 plan until August 10, 2010, and (ii)
solicit acceptances for the proposed plan until October 11.

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

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

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


BLACK GAMING: Court OKs Hiring of Attorneys
-------------------------------------------
BankruptcyData.com reports that a bankruptcy judge in Nevada
authorized Black Gaming to employ Holland & Hart as special
timeshare counsel, Fisher & Phillips as special labor & employment
counsel, Gonzalez Saggio & Harlan as labor & employment counsel,
Greenberg Traurig as gaming regulatory, securities and corporate
special counsel and Xroads Solutions Group as financial /
restructuring advisor.

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

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

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


BLANCA LLC: Hearing on Continued Access to Cash Set for May 25
--------------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the
Central District of California authorized, on a second interim
basis, Blanca, LLC, to use the cash collateral in which East West
Bank and Bank of the West claim an interest in.

A continued hearing on the Debtor's cash collateral use will be
held on May 25, 2010, at 2:00 p.m., in Courtroom 1668, U.S.
Bankruptcy Court, 255 East Temple Street, Los Angeles, California.
Objections, if any, are due before 4:00 p.m. on May 18, 2010.

The cash collateral consists of proceeds, products, rents or
profits of properties located in 5831 Firestone Blvd., Southgate,
California; 8077 Florence Ave., Downey, California; and 4705
Durfee Ave., Pico Rivera, California.

The Debtor will use the cash collateral postpetition to fund its
business operations.  The Debtor will also use the excess rents
from each property to pay debt service to the respective lenders
as funds are available.

The Debtor said that the preservation and enhancement of the
collateral resulting from the Debtor's ongoing operations affords
adequate protection to secured parties.

                        About Blanca, LLC

Downey, California-based Blanca, LLC, filed for Chapter 11
bankruptcy protection on February 23, 2010 (Bankr. C.D. Calif.
Case No. 10-16519).  Carolyn A. Dye, Esq., who has an office in
Los Angeles, California, assists the Company in its restructuring
effort.


BLOCKBUSTER INC: Posts $65.4 Million for First Quarter of 2010
--------------------------------------------------------------
Blockbuster Inc. on Tuesday reported a net loss for the first
quarter of 2010 of $65.4 million, or $0.33 per share, compared to
net income of $27.7 million, or $0.12 per diluted share, in the
first quarter of 2009.

Adjusted net loss for the first quarter of 2010, which excludes
costs associated with store closures, including lease termination
costs, severance, and professional fees associated with the
Company's recapitalization initiatives, totaled $27.3 million, or
$0.14 per share.  This compares to adjusted net income of $40.2
million, or $0.19 per diluted share, in the first quarter of 2009.
Adjusted net income for the first quarter of 2009 excluded costs
associated with store closures including lease termination costs,
severance, an adjustment for game inventory obsolescence and the
favorable settlement of a future liability.

Total revenues for the first quarter of 2010 were $939.4 million,
compared to total revenues of $1.09 billion for the same period
one year ago.  Results of the first quarter were primarily
attributable to a 7.1% decrease in worldwide same-store
comparables, a further reduction in company-operated stores and
competitive pressures.  Consolidated first quarter total revenues
reflect the positive impact of foreign currency exchange rates of
$31.5 million.

"During the first quarter we continued progress to recapitalize
our business. We have had encouraging discussions with both
financial and strategic partners and expect to have additional
details to report by our annual stockholders' meeting in late
June," stated Jim Keyes, Chairman and Chief Executive Officer of
Blockbuster Inc.  "In spite of competitive challenges, we
experienced better domestic rental same-store comparables trends
and achieved a number of goals to establish a significant
competitive advantage going forward.  Most important was our
success in securing agreements with key studio partners to ensure
our customers receive day-and-date cross-channel access to hot new
releases.  We now have a 28 day rental advantage on nearly 50
percent of major new releases."

Blockbuster ended the first quarter of 2010 with $109.9 million in
cash and cash equivalents.  Cash used in operating activities
during the quarter was $50.8 million, compared with $87.2 million
of cash used in operating activities in the first quarter of 2009.
First quarter free cash flow -- net cash used for operating
activities less capital expenditures -- was negative $54.8 million
in the first quarter of 2010, compared with negative FCF of $95.7
million in the same period in 2009.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?620c

                              Outlook

Tom Casey, Executive Vice President and Chief Financial Officer of
Blockbuster Inc, stated, "We expect the next 12 to 18 months will
remain challenging.  For the full year of 2010, we remain focused
on the following financial initiatives: lowering our debt service
costs; aggressively reducing operating expenses; preserving
liquidity through operational efficiencies; and focusing on
improving top line performance.  Also, following their liquidation
and store closures, we believe Movie Gallery store closings could
favorably affect hundreds of Blockbuster locations."

                           *     *     *

Reuters reports that Blockbuster lost more than a fifth of its
value on Thursday as worries grew about its rapidly dwindling cash
pile.  According to Reuters, Blockbuster's shares fell 22% to 39
cents in extended trading, after closing up 15.6% at 50 cents on
the New York Stock Exchange.   Reuters notes Blockbuster shares
have rallied in the past week since longtime rival and No. 2 U.S.
chain Movie Gallery said it planned to liquidate.

According to Reuters, analysts were eager to see if Blockbuster
has realized any boost from the delay.  Reuters notes that
executives said in discussing the Company's earnings that it was
still too early to point to major gains, aside from strong rentals
for a couple film titles.

"Realistically, it's up to us to take advantage of this strategic
opportunity. We don't have the liquidity at the moment to get out
with an aggressive (advertising) campaign," CEO Jim Keyes told
analysts, according to Reuters.

Reuters also relates Mr. Keyes also said that so far this year the
Company has closed 470 underperforming stores, and that it ended
the first four months of the year with less than 3,500 company-
owned and franchised locations.  The Company has 4,000 kiosks
under a licensing agreement with NCR Corp, and it expects to have
a total of 10,000 kiosks by the end of the year.

                     About Blockbuster Inc.

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

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

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

                          *     *     *

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


BLOCKBUSTER INC: Shareholder Meyer Wants Director Crystal Ousted
----------------------------------------------------------------
Blockbuster Inc. shareholder Gregory S. Meyer -- who said last
month he advised a "key member" of Blockbuster's Board of
Directors in May 2005 of a plan that would have allowed the
Company to realize over $140 million per year in cost savings --
said in a regulatory filing he intends to replace James W. Crystal
from Blockbuster's board.

Mr. Meyer said Mr. Crystal is notable for holding the lowest
number of shares of Blockbuster among all the directors.  Mr.
Meyer pointed out that, according to the Company's preliminary
proxy statement filed April 6, 2010, Mr. Crystal owns just 143,689
shares of Blockbuster's Class A Common Stock, representing less
than 0.1% of the outstanding Class A Common Stock.  He owns no
shares of Class B Common Stock.

"We believe that James W. Crystal epitomizes what is wrong with
Blockbuster's board today, including:  low share ownership, lack
of relevant experience/understanding of the Company's core
business, and lack of focus due to overboarding," according to the
filing.

Mr. Meyer is the beneficial owner of 620,000 shares of Class A
common stock and 25,000 shares of Class B common stock of
Blockbuster, representing approximately 0.44% of the issued and
outstanding shares of Class A common stock of the Company.

According to the filing, Mr. Crystal owns fewer than 24% of the
number of shares of Class A Common Stock owned by Mr. Meyer.

"It is worth noting that many of Mr. Crystal's shares were the
result of stock awards from the Company.  Further, every year
since Mr. Crystal joined the Board, he has elected to take his
director's compensation using the minimal number of shares and the
maximum amount of cash.  This would seem difficult to justify
given Blockbuster's cash-strapped position over the past few years
and puts into question Mr. Crystal's faith in the Company," the
filing said.

Mr. Meyer also noted that Mr. Crystal has no experience in the
video rental industry, nor even any experience in the broader home
entertainment industry or retail sector.   Mr. Crystal currently
serves as Chairman and Chief Executive Officer of Frank Crystal &
Company, a privately owned insurance brokerage firm, and has
served in such capacities since 1958.

Mr. Meyer also pointed out Mr. Crystal serves on more boards than
any other current Blockbuster Director.  According to the
Company's preliminary proxy statement, Mr. Crystal sits on no
fewer than seven boards that, in addition to Blockbuster, include
Frank Crystal & Company, Stewart & Stevenson, LLC, Banco di
Caribe, ENNIA Caribe Holding, N.V., Auto Resources, Inc. (located
in Beverly Hills, CA), and Atlantic International Insurance Co.,
Ltd. (located in Bermuda).

"It is difficult to believe that any one individual can devote a
sufficient amount of time and focus to act as an effective monitor
to any company when sitting on 7 boards, let alone a company like
Blockbuster that is in the midst of financial distress and a major
transformation in the rapidly evolving home entertainment
industry," the filing said.

Mr. Meyer, 38, is currently an independent consultant to investors
in public and private companies in the home entertainment industry
with a focus on identifying and analyzing new and emerging
channels of content distribution.  Previously, Mr. Meyer founded
DVDXpress in 2001, a pioneer in the DVD rental kiosk industry and
as CEO built that company to 1,000 locations in 30 US States and
the UK.  Mr. Meyer sold DVDXpress to Coinstar Inc. in 2007 and
served as Managing Director responsible for the DVDXpress division
within Coinstar from 2007 to 2009 when it was merged with Redbox.
The combined DVD kiosk division within Coinstar now comprises over
23,000 kiosks accounting for over 18% of the US DVD rental market
and responsible for the majority of Coinstar's revenue and EBITDA.

The filing also noted that when Mr. Crystal was appointed as a
director of Blockbuster in February 2007, the price of the
Company's Class A common stock was over $6.50 per share.  As of
May 11, the stock trades at $0.30 per share, representing a loss
of over 95% of its value.  By contrast, according to the filing,
one of Blockbuster's competitors, Netflix, was trading below $24
per share in February 2007 and trades today at $80 per share,
representing a gain of over 300% during the time that Blockbuster
lost 95% of its value.

The filing also pointed out that Mr. Crystal sat on Blockbuster's
board when the Company announced on April 14, 2008, that it had
offered to acquire (now-defunct) Circuit City for between $6.00
and $8.00 per share in cash, subject to due diligence.  The offer
was made in a letter sent to Circuit City CEO Philip Schoonover on
February 17, 2008, on behalf of the Blockbuster Board of
Directors, which stated that it fully supported the offer.

"The Board should have been focusing on the core business of
Blockbuster rather than speculating on the acquisition of other
struggling retailers.  We believe it was this lack of focus and
poor judgment at the Board level that contributed to the rapid
loss of market share and the declining stock price of Blockbuster
over the past several years," Mr. Meyer said.

A full-text copy of Mr. Meyer's proxy statement is available at no
charge at http://ResearchArchives.com/t/s?61e6

On May 7, 2010, Mr. Meyer sent a settlement offer to Blockbuster's
Board providing them with an opportunity to end the proxy contest
at no cost to the Company.

Mr. Meyer wrote to the Board, "Regardless of your support, there
is a very strong probability that I will be elected to the Board
by the shareholders . . . .  However, I am now appealing to you a
final time to support my nomination as a sound business decision
that will save Blockbuster the time and significant expense of a
protracted proxy battle, something all shareholders wish to
avoid."

"Agreeing to such a settlement will save the Company significant
capital that could be used for more productive purposes, as costs
for proxy contests can easily run into the millions of dollars.
Importantly, Blockbuster will gain an ally in its efforts to
affect a turnaround and forge stronger relationships with its
shareholders. This outcome will provide an amicable resolution to
the ongoing 'war of words' and will result in a unified voice to
the shareholders that the Board is acting in their best interests
and focused on the critical matters at hand," Mr. Meyer told the
Board.

A full-text copy of Mr. Meyer's settlement offer is available at
no charge at http://ResearchArchives.com/t/s?61e7

                     About Blockbuster Inc.

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

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

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

                          *     *     *

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


BONEYARD LLC: Can Incur Unsecured Financing from Le Plastrier
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Boneyard, LLC, and Luckey Industrial, LLC, to incur
unsecured debtor-in-possession credit, in sums not to exceed
$25,000 each, from Le Plastrier Management Company, Inc.  Le
Plastrier is the Debtors' principal.

The Debtor related that it has no unencumbered funds with which to
pay the U.S. Trustee's fees, liability insurance premiums or
expenses to preserve the property.

The loan will be on an unsecured, administrative basis, and
interest free.  The only event of default will be if one or both
of a Debtor fails to repay the loan upon the loan becoming due.

Irvine, California-based Boneyard, LLC, is a limited liability
company whose sole member is Le Plastrier Management Co., Inc.
Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14,
2009 (Bankr. C.D. Calif. Case No. 09-23930).  Richard W. Esterkin,
Esq., who has an office in Los Angeles, California, 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.


BOYD GAMING: Fitch Affirms Issuer Default Rating at 'B+'
--------------------------------------------------------
Fitch Ratings has affirmed Boyd Gaming's credit ratings:

  -- Issuer Default Rating at 'B+';
  -- Senior secured credit facility at 'BB-/RR3';
  -- Senior subordinated debt at 'B-/RR6'.

The Rating Outlook remains Negative.

The affirmation of Boyd's 'B+' IDR incorporates its solid free
cash flow outlook due primarily to minimal capital spending plans,
a healthy liquidity profile, comfortable interest coverage, and
the potential bottoming of its core Las Vegas Locals market.
Longer term, Boyd's IDR continues to be supported by its sizable
and somewhat diversified portfolio of assets, successful operating
history, and a solid management track record.  The Negative
Outlook is due to continued softness in Boyd's markets, elevated
leverage relative to Boyd's business risks and IDR, and
refinancing risk with respect to upcoming maturities.

Operating And Leverage/Coverage Outlook:

Boyd's operating performance continues to be at depressed levels,
but there are encouraging signs that demand at the company's
properties is bottoming, which could result in a return to EBITDA
growth later in the year.  The intense promotional environment has
moderated in the Las Vegas Locals market, which accounts for
nearly half of the company's wholly-owned adjusted property
EBITDA.  The 10.8% decline in Boyd's adjusted EBITDA in the Las
Vegas Locals market in the first quarter of 2010 (1Q'10) was the
lowest decline since 2Q'08.  That said, softness in the company's
other markets contributed to a decline in total adjusted EBITDA of
20% in Q1'10 to $87 million.

On an LTM basis as of March 31, 2010, adjusted EBITDA was
$364 million relative to $2.57 billion of recourse debt for
debt/EBITDA leverage of 7.1 times, which is high relative to
Boyd's business risks and 'B+' IDR.  LTM gross interest expense
was roughly $130 million for EBITDA/gross interest expense
coverage of 2.8x, which is a comfortable level.  Fitch's current
base case assumes a 5-10% decline in full year 2010 adjusted
EBITDA, with a meaningful rebound not expected until 2011-12.  As
a result, Fitch estimates the company's debt/EBITDA leverage will
be slightly below 7x at the end of this year, before dropping to
around 6x in 2011 and 5x in 2012, which is more in line with the
company's long-term targets.

The leverage covenant in the company's credit facility was 6.75x
as of March 31, 2010, and the calculation for compliance under the
covenant includes gains on repurchased debt, so Boyd's leverage
for covenant compliance was 6.5x as of the end of last quarter.
Since it was originally sized to accommodate additional debt to
fund the Echelon development, the leverage covenant loosens to
7.25x by Sept 30, 2010, before stepping down to 6.0x by the end of
2011 and 5.5x by expiration, which is in May 2012.  Fitch's base
case forecasts that Boyd will be able to maintain compliance under
the leverage covenant and will remain comfortably above the 2.0x
coverage covenant through expiration.

Liquidity Profile:

The company's liquidity profile remains healthy, but has been
deteriorating due to the small cushion relative to credit facility
covenant levels, which limits accessibility under the revolver,
and increasing refinancing risk since the company has not yet
addressed upcoming maturities.  These include the January 2011
expiration of the Borgata JV credit facility ($630 million
outstanding), the sizable May 2012 expiration of Boyd's parent
company credit facility ($1.9 billion outstanding), and a small
subordinated note issue that is due in 2012 (roughly $160 million
outstanding).

Fitch's concern regarding refinancing risk is tempered by Boyd's
solid free cash flow profile, the attractive pricing on the
current facilities, and the recently robust capital markets access
for gaming operator refinancings.  Boyd generated $84 million of
free cash flow in 2009, and Fitch estimates that it should
comfortably exceed $100 million annually from 2010-2012.  In
addition, the Borgata JV generated $170 million of FCF in 2009.
However, capital market access can turn quickly, and Boyd's credit
profile and ratings would be impacted if capital markets became
restrictive over the next 6-12 months, when the company is likely
to address its 2011-2012 maturities.

Station Assets And The Borgata:

Boyd continues to maintain interest in acquiring assets from
Station Casinos, which filed Chapter 11 in July 2009, and Station
is currently negotiating reorganization plans.  As Fitch has
previously indicated, ratings are currently unaffected by Boyd's
interest in Station's assets, and Fitch has maintained that Boyd
would be a likely acquirer of assets following the recession.  The
main issue when considering the potential acquisition of any
Station assets would be the increase in Boyd's already high
exposure to the Las Vegas locals market relative to the price paid
and pro forma leverage profile.  An acquisition of assets that
provides greater diversification would be viewed more positively
in Boyd's credit ratings.

Following the New Jersey Division of Gaming Enforcement's decision
to find Pansy Ho an unsuitable JV partner for MGM with respect to
their JV in Macau, MGM has decided to divest its 50% interest in
the Borgata JV in Atlantic City.  Boyd is the managing partner of
the JV and MGM held a financial interest.  MGM's 50% stake has
been placed in a divestiture trust, and as a result of an
associated amendment to the JV operating agreement that resulted
in an elimination of participation rights previously held by MGM,
Boyd will now consolidate the JV in its financial statements and
reflect a non-controlling interest for the 50% stake it does not
own.  Boyd has the right of first refusal on any offer for the
property, so it remains in a good position to monitor the
divestiture process.

The current IDR incorporates Fitch's belief that Boyd would only
acquire MGM's interest in Borgata if it could do so at a solidly
deleveraging EBITDA multiple (i.e.  solidly below 7x).
Conversely, if there were a buyer that was willing to pay an
attractive multiple (i.e.  9-10x) with the desire to own the
property outright, Fitch believes Boyd could consider selling its
interest.  When considering Boyd's position regarding acquiring or
selling assets, the company's management team has a solid capital
allocation track record, which supports the 'B+' IDR.

Guidelines For Further Rating Actions:

If the operating outlook continues to track toward Fitch's
expectations, the leverage outlook remains in line with Fitch's
current base case, and the company addresses 2011-2012 maturities
over the next 6-12 months, Fitch would likely revise Boyd's
Outlook to Stable, while affirming the 'B+' IDR.  Conversely, if
the operating outlook is below Fitch's expectations, the leverage
outlook increases, and the refinancing environment deteriorates,
Boyd's IDR would likely be downgraded.  Other potential rating
triggers outside of current operating scenarios would include any
impact from the sale of MGM's stake in the Borgata and if Boyd
were to acquire any of Station's assets, or any other potential
acquisitions.

Recovery Ratings:

Boyd's Recovery Ratings reflect Fitch's expectations of relative
recovery characteristics of Boyd's obligations following default
and upon emergence from insolvency.  Based on its recovery
scenario, Fitch estimates 51%-70% recovery of the bank debt, which
equates to a 'BB-/RR3' rating or a one-notch positive differential
from the 'B+' IDR.  Fitch estimates subordinated debt recovery in
the 0%-10% range, which equates to a 'B-/RR6' rating or a two-
notch negative differential from the 'B+' IDR.


BRAMPTON PLANTATION: Section 341(a) Meeting Scheduled for June 7
----------------------------------------------------------------
The U.S. Trustee for the Southern District of Georgia will convene
a meeting of Brampton Plantation, LLC's creditors on June 7, 2010,
at 1:00 p.m.  The meeting will be held at Commerce Building, 222
West Oglethorpe Avenue, Room 304, Savannah, GA 31401.

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.

Upper Marlboro, Maryland-based Brampton Plantation, LLC, filed for
Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. S.D. Ga.
Case No. 10-40963).  C. James McCallar, Jr., Esq., at the McCallar
Law Firm, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


BROADSTRIPE LLC: Receives Last Exclusivity Extension
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Broadstripe LLC
received a July 2 extension of the exclusive right to propose a
plan.  This is the fifth extension granted to Broadstripe and no
more extensions are possible because the company by July 2 will
have been in Chapter 11 for 18 months.

Broadstripe, which has already filed a reorganization plan,
previously said it's not feasible to complete the case until a
suit by the unsecured creditors' committee is resolved, which
contends that claims of the secured lenders should be subordinated
or recharacterized as equity.  Broadstripe says the suit will have
a "profound effect" on the distribution to creditors.  In
addition, the committee vows to oppose a plan that validates
secured claims, while the lenders promise to defeat a plan that
doesn't uphold their claims.

In addition, Broadstripe is facing two claims by rival cable
operators totaling almost $160 million for alleged failures to
complete asset purchase agreements.  The company says the outcome
likewise will have a "profound impact" on a plan because the
claims would be 10 times greater than other unsecured creditors
combined.

                      About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Attorneys at Ashby & Geddes, and Gardere
Wynne Sewell LLP represent the Debtors in their restructuring
efforts.  The Debtors tapped FTI Consulting Inc. as their
restructuring consultant, and Epiq Bankruptcy Consultants LLC as
their claims agent.  In its petition, Broadstripe listed assets
and debts between $100 million and $500 million.


BROWN ACRES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brown Acres Inc.
        1037 S Alvernon Way #100
        Tucson, AZ 85711

Bankruptcy Case No.: 10-14002

Chapter 11 Petition Date: May 7, 2010

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave. #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.com

Scheduled Assets: $790,466

Scheduled Debts: $1,371,675

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb10-14002.pdf

The petition was signed by Stan Brown, president.


BUCKEYE TECHNOLOGIES: Moody's Raises Corp. Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Buckeye Technologies Inc. to Ba2
from Ba3 due to improvements in Buckeye's capital structure and
continued strength in underlying fundamentals.  Concurrently, the
rating on the senior unsecured notes was raised to Ba3 from B1.
The ratings outlook is stable.

The Ba2 CFR reflects the permanent debt reduction in Buckeye's
capital structure as a result of the company redeeming early a
total of $60 million of its 2013 notes between January and April
2010.  Although the revolver was used to fund part of the
redemption, Buckeye's liquidity profile remains good and
management has established a track record of paying down its
revolver after using it to retire bonds.  Financial leverage (debt
to EBITDA) was 2.4 times as of March 31, 2010 and Moody's expects
leverage to decline further when remaining tax refunds related to
the Alternative Fuel Mixture Credit are received.  Additionally,
demand for the company's non-woven products has proven to be
fairly recession-resistant and Buckeye's more cyclical products
continue to rebound.  The ratings are constrained by the company's
relatively small revenue size for the ratings category,
uncertainty over strategic initiatives once debt reduction goals
have been achieved, and the volatility of certain input costs
(e.g. cotton linters) and end markets.

Moody's upgraded these ratings and revised the LGD point estimate
as noted:

* Corporate Family Rating -- to Ba2 from Ba3

* Probability of Default Rating -- to Ba2 from Ba3

* $140 (formerly $200) million senior unsecured notes due 2013 --
  to Ba3 (LGD5, 80%) from B1 (LGD5, 76%)

Buckeye Technologies Inc., headquartered in Memphis, Tennessee, is
a producer of specialty fibers and non-woven materials sold to
makers of consumer and industrial goods.  The company is publicly
held and generated revenues of $728 million in the trailing twelve
months ended March 31, 2010.


BWAY CORPORATION: Moody's Assigns 'Ba3' Rating on Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new senior
secured credit facilities including a $75 million revolver due
2015 and a $490 million term loan B due 2018 of BWAY Corporation.
Moody's also affirmed the B1 corporate family rating of BWAY and
revised the ratings outlook to negative from positive.  Additional
instrument ratings are detailed below.

The rating is in response to the company's announcement on May 12,
2010, that it had launched the syndication of $565 million in
senior credit secured facilities to partially fund the proposed
acquisition of BWAY by Picasso Merger Sub, Inc., a company
organized by Madison Dearborn Partners, LLC (commitments are due
May 24, 2010).  The acquisition has a total value of approximately
$915 million, including the assumption of debt, and has been
unanimously approved by BWAY's board of directors.  The
acquisition and associated expenses are expected to be funded by a
combination of the $565 million senior secured facilities, a
$200 million senior unsecured bridge facility, a $296 million
equity contribution from MDP, and $32 million in cash on hand from
BWAY.  The acquisition is expected to close by June 30, 2010.  The
existing senior secured credit facilities are expected to be paid
down upon completion of the transaction.  The company also
commenced a tender offer for the outstanding $228 million senior
subordinated notes due 2014 and is anticipated to refinance the
bridge loan near term.

Moody's took these rating actions for Picasso Merger Sub, Inc.:

* Assigned $75 million revolving credit facility due 2015, Ba3
  (LGD 3, 35%)

* Assigned $490 million senior secured term loan B due 2018, Ba3
  (LGD 3, 35%)

* Assigned corporate family rating, B1

* Assigned probability of default rating, B1

The ratings outlook is negative.

Moody's took these rating actions for BWAY Corporation:

* Affirmed $50 million senior secured first lien revolver due
  2012, Ba2 (LGD 2, 25%) expected to be withdrawn after completion
  of the transaction

* Affirmed $5 million Canadian senior secured first lien revolver
  due 2012, Ba2 (LGD 2, 25%) expected to be withdrawn after
  completion of the transaction

* Affirmed $190 million senior secured first lien term loan B due
  2013, Ba2 (LGD 2, 25%) expected to be withdrawn after completion
  of the transaction

* Affirmed $50 million senior secured first lien term loan C due
  2012, Ba2 (LGD 2, 25%) expected to be withdrawn after completion
  of the transaction

* Affirmed $228.5 million 10% senior subordinated notes due 2014,
  B3 (to LGD 5, 77%) pending the outcome of the tender offer

* Affirmed speculative grade liquidity rating, SGL-2

* Affirmed corporate family rating, B1

* Affirmed probability of default rating, B1

The ratings outlook is revised to negative from positive.

The ratings also contemplate an expectation that the $200 million
senior unsecured bridge loans (not rated by Moody's) will be
refinanced with new senior unsecured debt near term.  The ratings
for the $228 million senior subordinated notes due 2014 will be
downgraded if not completely redeemed by the tender offer.

The ratings are subject to receipt and review of the final
documentation.

The revision of the outlook to negative from positive reflects the
material increase in debt for the leveraged buyout, risks inherent
in the company's acquisition strategy and significant exposure to
the building products market.  Although the company is anticipated
to benefit from the integration of recent acquisitions, ongoing
cost cutting, and its pledge to dedicate near term free cash flow
to debt reduction, there is the potential for negative variance in
operating performance and acquisition risk.

BWAY's B1 corporate family rating reflects credit risks resulting
from the high concentration of sales, cyclical nature of the
primary end market and acquisition strategy.  The company derives
approximately 40% of its revenues from housing related products
(including paint and other building products) and 17% stem from
Sherwin Williams.

The ratings are supported by the company's dominant share in its
markets, the limited number of alternate suppliers with scale and
breadth of product line, and barriers to entry in the industry.
BWAY also benefits from strong liquidity and long standing
customer relationships.  The ratings are also supported by
anticipated benefits from the integration of recent acquisitions,
ongoing cost cutting, and the company's pledge to dedicate near
term free cash flow to debt reduction.

Moody's last rating action on BWAY occurred on January 26, 2010,
when Moody's revised the ratings outlook to positive from negative
and affirmed B1 corporate family rating and negative outlook.

Headquartered in Atlanta, Georgia, BWAY Corporation is a North
American manufacturer of metal paint and specialty containers and
industrial general line rigid plastic containers for industrial
and consumer products.  Revenues for the twelve months ended
March 31, 2010, were approximately $953 million.


CAPMARK FINANCIAL: Wins Nod for D&P as Forensics Advisor
--------------------------------------------------------
Capmark Financial Group Inc. and its units won approval from the
Bankruptcy Court to employ Duff & Phelps, LLC as their dispute
consulting and forensic advisory services provider, nunc pro tunc
to March 11, 2010.

The Debtors relate that they have selected Duff & Phelps because
its professionals are specifically dedicated and experienced in
providing bankruptcy-related services, particularly with respect
to valuations in connection with fraudulent conveyance and
preference actions, retrospective solvency opinions, capital
structure assessment, asset and business enterprise valuation and
the evaluation of complex financial instruments.

Pursuant to an engagement letter, Duff & Phelps will:

  (a) prepare solvency analyses for the Debtors on a
      consolidated and unconsolidated basis for certain
      valuation dates in 2006, 2007, and 2009;

  (b) prepare valuation analyses of certain loans and underlying
      collateral from the loan portfolio pledged by certain
      Capmark entities to certain lenders in connection with a
      secured loan transaction in May 2009;

  (c) prepare reports presenting an analysis of the services
      undertaken, conclusions and findings, and relevant
      opinions concerning those conclusions and findings;

  (d) participate in meetings and discussions, as needed, to
      prepare and review its work product;

  (e) investigate, collect, and analyze information including,
      but not limited to, accounting records and other financial
      information;

  (f) perform various financial and accounting analyses, and
      deliver reports, as needed and requested; and

  (g) provide other services, as requested, including, but not
      limited to, testifying as an expert witness in court
      testimony and depositions, and participating in creditor
      presentations relating to the work performed by Duff &
      Phelps.

The Debtors will pay Duff & Phelps pursuant to the firm's current
hourly rates:

   Level                  Hourly Rate
   -----                  -----------
   Senior Advisor            $950
   Managing Director         $860
   Director                  $775
   Vice President            $615
   Senior Associate          $465
   Analyst                   $325
   Research Analyst          $130

The Debtors will also reimburse Duff & Phelps for the firm's
expenses in connection with its consulting and forensic advisory
services.

Allen Pfeiffer, managing director of Duff & Phelps, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CAPMARK FINANCIAL: Court Approves More Lazard Work
--------------------------------------------------
Capmark Financial Group Inc. and its units won approval from the
Bankruptcy Court for an expanded scope of services and amended
terms of engagement with respect to their retention of Lazard
Freres & Co. LLC as investment banker and financial advisor, nunc
pro tunc to January 1, 2010.

Lazard was engaged to aid the Debtors which filed for bankruptcy
protection on October 25, 2009, in their restructuring efforts by
providing expertise in high-level strategic transactions and debt
restructurings, including financing transactions and sale
transactions affecting mergers, acquisitions, and transfers of
significant assets.  The Debtors relate that since the Petition
Date, Lazard has focused on large-impact transactions involving
the First-Filed Debtors.

The Debtors have requested Lazard's assistance in connection with
the evaluation and possible divesture of their interests,
obligations, and commitments relating to Capmark Investments LP
and Capmark Structured Real Estate Partners, a non-debtor
investment fund managed by CILP.

Specifically, the Debtors have asked Lazard to serve as their
investment banker in connection with a possible sale, assignment
or other transfer in one or a series of transactions, of all or a
significant portion of:

  (i) the Debtors' rights or obligations under their investment
      management and similar agreements relating to CSREP;

(ii) the Debtors' general partner and similar interests in
      CSREP; and

(iii) the Debtors' limited partner and similar interests in
      CSREP.

The Debtors have asked Lazard to review and analyze the business,
operations, and financial projections of CILP and CSREP, and to
advise and assist them in maximizing the value of their interests
in CILP and CSREP through one or more potential transactions.

More specifically, the Expanded CILP Services include:

  (a) assistance in the identification of prospective
      Transaction counterparties and advice relating to strategy
      and tactics for initiating discussions with Transaction
      counterparties;

  (b) assistance in the Debtors' preparation of marketing
      materials relating to any potential Transactions;

  (c) arranging and attending presentation meetings between
      potential Transaction counterparties and the Debtors and
      their representative; and

  (d) assistance with negotiations with potential Transaction
      counterparties.

The Debtors propose to pay Lazard pursuant to this fee structure:

a. Retainer Fee.

  An additional retainer fee for the Expanded CILP Services, to
  be paid according to these schedule:

   i. $250,000 total for the first three months, effective as of
      January 1, 2010, and payable promptly following entry of
      an order approving the Amended Fee Structure;

  ii. $300,000 total for the next three months, payable on
      April 1, 2010;

iii. $100,000 per month for each of the next two months,
      payable on July 1, 2010, and August 1, 2010; and

  iv. $100,000 for each subsequent month, payable on
      September 1, 2010, and the first day of each subsequent
      month.

b. One additional fee of $750,000, payable upon consummation of
  any Investment Management Contract Transaction or GP Interest
  Transaction.  On the closing date of that Transaction, a pro
  rata portion of the unearned part of the most recent monthly
  retainer fee paid may be credited toward this fee.

c. An additional fee of $250,000 payable upon consummation of any
  LP Interest Transaction.

The Debtors will have the same indemnification, contribution,
reimbursement, and related obligations to Lazard and other
Indemnified Persons as those provided under the Engagement Letter
and Indemnification Letter, and modified and approved by the
Original Retention Order.  Those obligations will also apply to
the Expanded CILP Services and any loss, claim, damage, liability
or expense of Lazard.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CENTRAL CROSSING: Court OKs Kantor Loan for Tenant Improvements
---------------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey authorized Central Crossing Business Park
Building II, LLC, to:

   -- obtain postpetition financing from Harry and Wendy Kantor up
      to the principal amount of $636,000;

   -- use cash collateral of Webster Bank, N.A.; and

   -- grant adequate protection to the lenders.

As of the petition date, the Debtor owed Webster approximately
$13 million dollars pursuant to a prepetition loan agreement,
dated December 18, 2006, between the Debtor and Webster in the
original principal amount of $21 million.

The Debtor would use the postpetition financing to perform tenant
improvements on the East Building so that it may consummate the
lease with Netflix, Inc. and permit Netflix to take occupancy.
The Debtor said that it will also maximize the value of its assets
for the benefit of its creditors; cover any shortfall in
liquidity; allow the Debtor to continue to make postpetition
monthly payments of interest to Webster.

As security for the postpetition financing, Kantor will be granted
a security interest and lien, on all assets of the Debtor.

The foregoing security interest and lien in favor of Kantor will
be junior only to the allowed secured claim of Webster and the
assignment of rents securing the Webster Loan.

The Debtor is represented by:

     Kenneth A. Rosen, Esq.
     Bruce Buechler, Esq.
     Nicole Stefanelli, Esq.
     Lowenstein Sandler PC
     65 Livingston Avenue
     Roseland, NJ 07068
     Tel: (973) 597-2500
     Fax: (973) 597-2400

               About Central Crossings Business Park

Jersey City, New Jersey-based Central Crossings Business Park
Building II, LLC, owns and operates a portion of an industrial
business park located at 300 Bordentown-Hedding Road in
Bordentown, New Jersey.  The Company filed for Chapter 11
bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case
No. 10-14578).  Kenneth Rosen, Esq., at Lowenstein Sandler,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CENTRAL CROSSING: Managing Member to Contribute Cash to Pay Claims
------------------------------------------------------------------
Central Crossing Business Park Building II, LLC, filed with the
U.S. Bankruptcy Court for the District of New Jersey a proposed
plan of reorganization and explanatory disclosure statement.

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 that the
Debtor's managing member Harry Kantor will make a capital
contribution in cash to the Debtor if the Debtor does not have
adequate cash on hand to make the payments.

Webster Bank, N.A.'s secured claim will be paid in full over time.
The source of cash to pay Webster will come from the Debtor's
operation of the real property.

Holders of allowed unsecured claims will receive a pro rata
distribution of cash in the amount of $28,000,000.

Holders of Class 4 interest will receive no cash distribution on
account of the interests in the Debtor, but rather will retain
their interest in the Debtor in exchange for the capital
contribution.

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

                      About Central Crossings

Jersey City, New Jersey-based Central Crossings Business Park
Building II, LLC, owns and operates a portion of an industrial
business park located at 300 Bordentown-Hedding Road in
Bordentown, New Jersey.  The Company filed for Chapter 11
bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case
No. 10-14578).  Kenneth Rosen, Esq., at Lowenstein Sandler,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CENTRAL CROSSING: Webster Bank Wants Case Dismissed
---------------------------------------------------
Secured creditor, Webster Bank, National Association, asks the
U.S. Bankruptcy Court for the District of New Jersey to dismiss
the Chapter 11 case of Central Crossing Business Park Building II,
LLC, or alternatively, or grant the secured lender relief from the
automatic stay.

Jersey City, New Jersey-based Central Crossings Business Park
Building II, LLC, owns and operates a portion of an industrial
business park located at 300 Bordentown-Hedding Road in
Bordentown, New Jersey.  The Company filed for Chapter 11
bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case
No. 10-14578).  Kenneth Rosen, Esq., at Lowenstein Sandler,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CERTIFIED DIABETIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Certified Diabetic Supplies, Inc.
        Airport Woods Commerce Center
        10061 Amberwood Road
        Ft. Myers, FL 33913

Bankruptcy Case No.: 10-11047

Chapter 11 Petition Date: May 7, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Adam L Alpert, Esq.
                   E-mail: aalpert@bushross.com
                  Jeffrey W. Warren, Esq.
                   E-mail: jwarren@bushross.com
                  Bush Ross P.A.
                  Post Office Box 3913
                  Tampa, FL 33601-3913
                  Tel: (813) 224-9255
                  Fax: (813) 223-9620

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

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

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

The petition was signed by Lowell Fisher, company's CEO.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Certified Diabetic Services, Inc.

CDS Pharmacies, Inc.


CHEMTURA CORP: Objects to Forming Diacetyl Tort Committee
---------------------------------------------------------
Chemtura Corp. has asked the U.S. trustee overseeing its
Chapter 11 proceedings not to allow employees with diacetyl
personal injury claims to form a separate committee, Bankruptcy
Law360 reports.  According to Law360, Chemtura says forming a
distinct committee consisting solely of diacetyl claimants was
unnecessary.

                    About Chemtura Corporation

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)


CHRYSLER LLC: UAW Wants to Get Back Some Concessions
----------------------------------------------------
The New York Times' Nick Bunkley reports that the incoming
president of the United Auto Workers, Bob King, is putting the Big
3 automakers on notice that he expects hourly workers to be given
back some of the benefits they surrendered as the bottom lines of
all three car companies improve -- at least to the extent that
management and other stakeholders are rewarded.

According to Mr. Bunkley, the UAW is expected to ask that some of
its givebacks be reversed during contract talks with the carmakers
in 2011, when the contract signed in 2007 -- and modified last
year with more concessions as General Motors and Chrysler
approached bankruptcy -- expires.

According to the NY Times, Mr. King said during a speech to
executives and analysts this week, "We just want to make sure when
things turn around we share in the upside."

The NY Times notes that a complicating factor is that the U.A.W.
will enter the contract talks as part owners of both GM and
Chrysler through a union-controlled trust fund.  The fund, which
took over liability for retiree health care coverage this year,
has a 17.5% stake in GM and is the majority owner of Chrysler,
holding 55%.

According to the NY Times, Paul Kersey, director of labor policy
at the Mackinac Center for Public Policy, a conservative research
group in Midland, Michigan, said the GM and Chrysler bankruptcies
"were structured to protect the union interests at the expense of
the creditors and investors."  According to the NY Times, Mr.
Kersey said he doesn't see "there being a whole lot of public
support for them pursuing a restoration of the concessions."

                        About Chrysler LLC

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

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

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


CINCINNATI BELL: To Acquire CyrusOne for $525 Million
-----------------------------------------------------
Cincinnati Bell Inc. and ABRY Partners have entered into a
definitive agreement for Cincinnati Bell to acquire data center
operator CyrusOne in a cash transaction valued at approximately
$525 million.  CyrusOne is a premier provider of co-location and
data center services to Fortune 500 companies, and the largest
privately held data center operator based in the state of Texas.
CyrusOne will become a wholly owned subsidiary of Cincinnati Bell,
retaining its brand and executive management team.

The acquisition of CyrusOne will be transformative for Cincinnati
Bell's data center business, increasing the scale and scope by
adding seven best-in-class data centers in Houston, Dallas, and
Austin, with a total of 163,000 square feet of data center
capacity.  As a result, Cincinnati Bell's Technology Solutions
segment will have a combined total of 609,000 square feet of data
center capacity in 17 best-in-class facilities.

"Data center services are a key strategic focus for Cincinnati
Bell, allowing the company to provide next generation computing
and communications services for our customers," said Jack Cassidy,
president and chief executive officer of Cincinnati Bell. "The
success of this strategy is evidenced by our ability to
organically build the Technology Solutions segment of our business
into a $300 million run rate revenue operation."

"Two important trends driving growth in data center services are
rapid adoption of internet related technologies by our enterprise
customers to run their most important business functions, and the
accelerating demand for outsourced solutions that allow them to
better focus on their core business. The addition of CyrusOne will
transform our existing data center operations, particularly in the
area of colocation services."

                   Enhanced Competitive Presence

CyrusOne has a diverse and growing customer base that is dominated
by Fortune 500 global and domestic blue-chip companies.
Specializing in colocation services, CyrusOne has grown its
revenue base over 60% annually over the past several years by
serving the needs of large customers in key vertical markets such
as oil and gas; energy; technology; financial services;
healthcare; and mining and manufacturing industries.

"Cincinnati Bell's commitment to invest growth capital in the data
center market and demonstrated success in serving the technology
needs of enterprises makes them an ideal match for CyrusOne," said
Dave Ferdman, CyrusOne president and chief executive officer.
"Our two companies share many common values including an intense
focus on innovation and providing an exceptional customer
experience. The combined companies will be better positioned to
meet both our customers' growth needs."

Mr. Cassidy added that the acquisition of CyrusOne will position
Cincinnati Bell as a premier data center colocation provider to
the Fortune 500 with the goal of providing these companies with a
data center solution that solves the needs of a multinational
company.

"Many of CyrusOne and Cincinnati Bell Technology Solutions' larger
enterprise customers have already indicated a desire to expand
their data center colocation presence in the U.S. and ultimately
globally," explained Mr. Cassidy. "The combined data center
footprint of our two organizations, strong reputation for
operational excellence, and solid capital base will allow us to
quickly gain the scale required to meet the needs of these
customers.  This in turn enables the customer to reduce costs and
focus time, capital and resources on driving growth in their
business."

                Financing and CyrusOne Performance

In connection with this transaction, Cincinnati Bell has obtained
commitments for a $970 million senior secured credit facility to
fund the purchase price of the acquisition, refinance Cincinnati
Bell's existing revolver and term loans, pay fees and expenses
incurred in connection with the transaction, and finance ongoing
working capital and other general corporate needs.

For the full year 2009, CyrusOne generated revenue of $58 million,
reflecting growth of 86% compared to 2008.  Based on the CyrusOne
unaudited first quarter results of 2010 annualized, the company
would have annual revenue of $73 million, operating income of $27
million, and adjusted earnings before interest, taxes,
depreciation and amortization (Adjusted EBITDA) of $42 million.
The combined first quarter 2010 annualized results of Cincinnati
Bell's existing Technology Solutions segment with CyrusOne would
total $56 million for operating income and $94 million for
Adjusted EBITDA.

                  Approvals, Timing and Advisors

Cincinnati Bell and ABRY Partners are targeting completion of the
transaction by the end of the second quarter of 2010. The
transaction will be subject to customary closing conditions,
including regulatory approvals.  Cincinnati Bell was advised on
this transaction by financial advisors Allen & Company LLC and
Signal Hill Capital Group, and legally by Cravath, Swaine & Moore
LLP and the Law Offices of Thomas W. Bosse, PLLC. Kirkland & Ellis
LLP and Craig Cavalier, attorney at law, served as legal counsel
to ABRY Partners and CyrusOne in this transaction.  Financing for
the transaction is being provided by BofA Merrill Lynch, Morgan
Stanley Senior Funding, Inc., and Barclays Capital, the investment
banking division of Barclays Bank PLC.

                          About CyrusOne

CyrusOne -- http://www.cyrusone.com/-- is a leader in high-
availability, high-density data center services, offering co-
location and implementation services for companies in a wide range
of industries.  With 163,000 square feet of data center space in
Texas, CyrusOne is the leading provider in the state.  CyrusOne is
sponsored by ABRY Partners, a Boston-based media, communications,
business and information services focused private equity
investment firm that has made over $21 billion of investments in
over 450 properties.

                       About Cincinnati Bell

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

                           *     *     *

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

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


CINEDIGM DIGITAL: Moody's Assigns 'Ba1' Rating on Loan Facility
---------------------------------------------------------------
Moody's Investors Service has assigned a definitive rating of Ba1
to a Term Loan Facility being extended to Cinedigm Digital Funding
I, LLC (as Borrower), an indirect subsidiary of Cinedigm Digital
Cinema Corp.  This transaction is a securitization of cash flows
consisting primarily of virtual print fees payable by motion
picture distributors.  Proceeds from the TLF will be used to
refinance debt incurred in connection with the acquisition and
installation of approximately 3,700 digital cinema projectors and
related equipment in theaters as part of Cinedigm's 'Phase I'
deployment of digital cinema projectors.  Cinedigm will act as the
manager of the transaction and in that capacity has the obligation
to perform various administrative and managerial duties.  However
the TLF itself is an obligation of the Borrower and is not
guaranteed by Cinedigm.

The complete rating action is:

* $172,500,000 Term Loan Facility, rated Ba1

Cinedigm, founded in 2000, provides services and software
solutions to distributors and exhibitors of digital content,
primarily movie theater exhibitors.  These services include
technology and software services, digital content delivery, and
financing, administrative and deployment services for digital
cinema projection systems.  As part of its Phase I deployment,
approximately 3,700 cinema screens in the US owned by a specific
group of exhibitors (the Exhibitor Group), were upgraded from 35mm
projectors to digital projection systems.  The exhibitors
participating in Phase I include Carmike Cinemas, Inc. (B2), Rave
Motion Pictures (NR), and Marquee Cinemas, Inc. (Marquee Holdings,
Inc. -- B2) among others.  Carmike theater screens represent about
58% of the pool while no other single exhibitor exceeds 13%.  The
$172,500,000 TLF is secured by the rights to VPFs payable by film
distributors for all digital prints exhibited at the theaters
where the digital cinema projectors are installed.  By converting
exhibition to digital, film distributors can cut costs
considerably since the cost of distribution is much lower for
digital prints than for 35mm prints.  In addition, fees from the
exhibition of non-film content, such as special concerts or live
sporting events, are an additional, albeit likely minor, source of
income securing the TLF.

The ratings of the TLF is mainly derived from an assessment of the
strength of the film distributors, which are affiliates of the
major Hollywood studios, and to a lesser extent the Exhibitor
Group where the systems are installed, as well as the experience
and expertise of Cinedigm as Manager.  The main source of revenue
to the transaction is the VPFs, which are incurred as studios
release films.  The ratings are based on a review of past release
frequency and the commitment of the studios to release digital
films (such as Avatar).  The main risk to this transaction is the
risk that the major motion picture studios slow their production
and release of large budget films which are widely distributed.
This is measured as the turnover rate, or films per screen per
year.  Large budget films are typically released over thousands of
screens and run for a number of weeks until moving to DVD or pay-
per-view.  Over time, the habits of film studios could change in
ways that could reduce average turnover, for instance distributing
over fewer screens or extending film runs at the box office for
longer periods of time (both subsequently reducing the number of
digital prints).  Another significant risk is the viability and to
a lesser extent, the financial health, of the exhibitors.  As seen
in the 1990's, theater circuits may close theaters during
bankruptcies.  As the exhibitors are comprised of below investment
grade companies, theater closure continues to be a possibility and
poses a risk to this transaction.  On the other hand, the
alignment of all parties' interests in digital conversion is a
significant strength for the transaction.  The cost savings to
film distributors is considerable; the flexibility to change
programming and offer alternative content is appealing to the
exhibitors; and movie goers enjoy capabilities, such as 3D,
enabled by digital conversion.  Finally, Cinedigm, not rated by
Moody's, as servicer is committed to digital cinema as shown by
the reliance of its other business lines on the success of their
Phase I deployment.

                 V Score And Parameter Sensitivity

The overall V Score for this transaction is Medium/High.  This
indicates average to above average structure complexity and
uncertainty about critical assumptions.  The Medium/High overall
score for this transaction is driven by a variety of factors.
While historic theater booking data is available and performance
has been consistent, the TLF relies on payments of VPF's using
digital equipment for which there is limited data.  Also, this
transaction is unique with limited issuance in this asset class;
thus, there is minimal historical securitization data to review.
As for the complexity and market value sensitivity section, the
score is Medium for this transaction as the transaction and
analytical complexity is comparable to other securitizations while
the market value sensitivity is minimal.

For this exercise, Moody's analyzed scenarios stressing the key
model input assumption to determine the potential model-indicated
ratings impact.  The key model input for the TLF is the screen
turnover rate which is measured as the number of VPF's per screen
per year.  The case which was the primary basis for the rating
assumed a uniform distribution with the range of 65% to 95%
leading to a midpoint at 80% from a base of 13.75x (see below in
the principal rating methodology).  Additional cases reducing the
screen turnover uniform distribution range in 3% increments from
the base for each scenario leading to the midpoints at 77%
(10.6x), 74% (10.2x) and 71% (9.8x) of the base were then
simulated.  Using such assumptions, the Ba1 rating for the loans
in the TLF might change based purely on model results measuring
the expected loss to: Ba3 at a midpoint screen turnover rate of
10.6x, B2 at a midpoint screen turnover rate of 10.2x, and B3 at a
midpoint screen turnover rate of 9.8x.

                   Principal Rating Methodology

Moody's approach to rating this transaction relies primarily on
analysis of major motion picture distributors ability to pay VPFs,
the risk of theater closures by the Exhibitor Group, and the
digital projection equipment and technology.  Monte Carlo
simulations are run to analyze the debt structure using key input
parameters plus qualitative judgments are also used to determine
the final rating.

Major Film Distributors.  For an initial release of a 35mm film, a
motion picture studio must create hundreds (or thousands) of
physical 35mm reels and distribute them to each cinema.  This
initial "print" cost will now be replaced by a VPF which will
allow for digital transmission via satellite or delivery of hard-
disk to the cinema.  For this new digital delivery, the print cost
is substantially reduced for film distributors.  To help finance
this conversion to digital, many of the major motion picture
studios have agreements to pay a declining VPF for a fixed number
of years (after which the VPF is $0).  Furthermore, the studios
are committed to release films in digital format while the
exhibitors are required to play them digitally if the screens are
available.  Other distributors not under contract may be charged a
higher VPF.  A VPF is generated each time a film is released and
booked to be played on a screen, similar to the cost of physical
print which would incur a one-time cost when created.  For
example, if a movie scheduled for release to 200 digital screens
domestically for the opening weekend, 200 VPF's would be
generated.  Then to generate more VPF's, new films must be
released while the previous films move on to the post-box office
phase.  This measure is the screen turnover rate which is the
number of films played per screen per year.  General data suggests
that the turnover for all screens can be from 12x to 14x on
average (that is, 12 to 14 different films per screen per year).
This is a difficult factor to predict and simulation is run with a
wide ranging distribution for values based on the factors
mentioned above.  Also, examining trends in the movie industry is
important to predict the screen turnover.  Studios have been
moving to shorten the theatrical cycle, while widening the initial
box office release, moving more quickly to television and DVD
which would increase screen turnover.  Additionally, the number of
films released has increased since 2000 which would also imply
shorter theater run-time.  However, economic conditions have
required film studios to reduce the number of film projects
recently so this also must be considered.  For simulation, a base
screen turnover of 13.75x was assumed, and simulation was run
using a screen turnover distributed uniformly from 65% to 95% of
the base (that is, about 8.9x to 13.1x).

Exhibitor Group.  The Exhibitor Group consists of about 17
companies but was modeled as consisting of Carmike, Rave, and
Marquee with the rest modeled as one additional exposure.  Current
exhibitor ratings notched down one notch were used for simulating
exhibitor default.  Where no rating was available, B3 was assumed.
Upon a simulation default, a uniformly distributed theater closure
rate upon default of 15% to 35% was applied.  This estimate was
established using history of theater industry bankruptcies in the
1990's.  No sale or redeployment was assumed in these cases.
Additionally, non-film content was assumed to be triangularly
distributed with a [Min, Mode, Max] of [$5, $25, $50] per screen
per quarter, and equipment salvage value (applied at maturity for
screens in service) was assumed to be $2,500 per system.
Additional stressed scenarios were run which assumed no non-film
content and zero equipment salvage value.

Equipment and Technology.  Each installation includes a digital
projector, player, computer server, and software.  The digital
projection system must meet the Digital Cinema Initiative (DCI)
specification.  This DCI specification was established by a
consortium of movie studios to develop a standard for digital
cinema file format, data transmission, projector resolution, among
many other details.  Once a system meets this specification, the
exhibitor is under contract to ensure proper maintenance.  In
Moody's view there is little exposure to technology risk once a
system meets this spec and begins generating VPFs.  Cinedigm has a
substantial stake in the transaction (both financially and through
its related business lines and continuing Phase II deployment),
the underlying technological specifications represent an industry
standard achieved after years of development, and the Exhibitors
are getting the equipment without paying for it whereas any
alternative would involve cost.


CITADEL BROADCASTING: Shareholders Accused of Disrupting Case
-------------------------------------------------------------
Bankruptcy Law360 reports that Citadel Broadcasting Corp. has
accused certain shareholders of attempting to disrupt its
Chapter 11 process, saying they have inflated the projected
valuation of the company in an attempt to make a short-term
trading profit.

                    About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC.  As financial advisor
for the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

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


CONSECO INC: Files 10-Q; Insurance Policy Income Down 15% in Q1
---------------------------------------------------------------
Conseco Inc. filed on May 10, 2010, its quarterly report, showing
net income of $33.9 million on $1.002 billion of revenue for the
three months ended March 31, 2010, compared with net income of
$24.5 million on $1.069 billion of revenue for the same period of
2009.  Insurance policy income was $664.6 million in the first
quarter of 2010, down 15.1% from 2009 ($782.8 million).  Insurance
policy income in the first quarter of 2009 includes $97.8 million
of premium income from the Private-Fee-For-Service (PFFS) quota-
share agreements with Coventry Health Care which were terminated
or expired prior to 2010.

The Company's balance sheet at March 31, 2010, showed
$30.785 billion of assets, $27.065 billion of liabilities, and
$3.720 billion of shareholders' equity.

A full-text copy of the quarterly report is available at no charge
at http://researcharchives.com/t/s?61e5

                        About Conseco Inc.

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

                          *     *     *

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


CONSECO INC: Shareholders Okay Name Change to CNO Financial Group
-----------------------------------------------------------------
Conseco Inc. disclosed that at its annual shareholders meeting on
May 11, 2010, shareholders voted to change the name of the Company
to CNO Finanical Group, Inc.

CEO Jim Prieur said, "The change to CNO Financial Group, Inc.
symbolizes the enterprise-wide transformation that we have
achieved.  In addition, it establishes a unique identity that
investors will recognize and that all our stakeholders will be
able to keep separate from the identities of our principal
insurance companies - Bankers Life, Colonial Penn and Washington
National.  We have much to accomplish, and the continued
dedication of all our associates, our management and our board of
directors, along with the support of our shareholders, gives us
confidence in our future and in our ability to realize our vision
for CNO."

Shareholders also elected 10 directors (R. Glenn Hilliard, Donna
A. James, R. Keith Long, Charles W. Murphy, Debra J. Perry, C.
James Prieur, Neal C. Schneider, Michael T. Tokarz, John G. Turner
and David K. Zwiener) to serve terms expiring at next year's
annual meeting.

A copy of the press release is available at no charge at:

               http://researcharchives.com/t/s?61e4

                        About Conseco Inc.

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

                          *     *     *

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


COOPER-STANDARD: Seeks Nod for Add'l Work for Ernst & Young
-----------------------------------------------------------
Cooper-Standard Holdings Inc. and its units ask the Court to
authorize Ernst & Young LLP, their tax advisor, to provide these
additional services effective April 1, 2010:

  (1) audit and report on the consolidated financial statements
      of the Debtors for the years ended December 31, 2010 and
      2011;

  (2) audit and report on the effectiveness of the Debtors'
      internal control over financial reporting as of December
      31, 2010 and 2011; and

  (3) review the Debtors' unaudited interim financial
      information before they file their Form 10-Q.

Ernst & Young will be paid $1.125 million for its additional
services and will be reimbursed for its expenses.  The firm will
continue to submit postpetition invoices to the Debtors for the
additional services in accordance with these schedules:

                 Financial     Internal
                Statements      Control       Total
                ----------     --------      --------
May 2010           $200,000     $100,000      $300,000
July 2010           125,000      100,000       225,000
September 2010      200,000                    200,000
November 2010       100,000      100,000       200,000
January 2011        200,000                    200,000
                ----------     --------      --------
Total              $825,000     $300,000    $1,125,000

The Court will consider approval of the Debtors' request at the
May 17, 2010 hearing.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News.  The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


COOPER-STANDARD: Claim Transfers for April 14 to May 6
------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received notices
of transfer of claims from these entities in Cooper-Standard
Holdings' Chapter 11 cases from April 14 to May 6, 2010:

* Argo Partners

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Kolene Corp.                               455         $8,635

* Claims Recovery Group LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Fraisa Usa Inc.                             --         $4,621

* Corre Opportunities Fund, L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Caparo Vehicle Components                  508           $493
Advanced Control Solutions                  --           $312
Bertelkamp Automation                       --        $11,297
Goyette Mechanical                          --        $10,440
Goyette Mechanical Co.                      --         $9,505

* Creditor Liquidity, LP

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Trading Partners                            66        $41,000
Accucopy                                    --         $3,084
Armo Tool Ltd.                              --         $2,620
Plasma Treat                                --         $4,429

* Fair Liquidity Partners LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Fimlasa S.A.                               889         $2,693
Remak SA DE CV                              --         $6,189

* Liquidity Solutions Inc.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
BGR Inc.                              1119, 84         $5,385
KMH Systems                                536           $540
                                           412         $8,492
J. Mark Systems                             --         $1,307
Quality Spring/Togo Inc.                    --        $21,512

* TRC Optimum Fund LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Sirius Computer Solutions Inc.             240        $20,237

* United States Debt Recovery IV LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Kentucky Department of Revenue             199       $996,699

* United States Debt Recovery V LP

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
CM Hayes Inc.                              317         $3,075
Envirosafe SVCS of Ohio Inc.              1487         $1,548
EWI Worldwide Inc.                        1082           $614
Olson Packaging SVC Inc.                   505         $1,197
Midland Molding Inc.                       707         $2,372
                                           707           $547
Automation Direct                           --           $769
IMS Co.                                     --           $816
Kentucky Department of Revenue              --       $353,042
New England Precision Inc.                  --         $7,868
Peterson Manufacturing Co. Inc.             --         $1,214

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News.  The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


COOPER-STANDARD: Court Approves Cooper Tire Settlement
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved a deal to settle Cooper Tire & Rubber Company's lawsuit
against Cooper-Standard Holdings Inc. and its units.

Under the deal, CSHI, Cooper-Standard Automotive Inc. and Cooper-
Standard Automotive Canada Ltd. agreed to pay Cooper Tire
$17,639,080 in cash in return for the dismissal of the lawsuit.

CS Automotive also agreed under the deal to continue to indemnify
Cooper Tire for certain workers compensation liabilities.
Meanwhile, Cooper Tire is required to continue to indemnify CS
Automotive with respect to certain environmental matters pursuant
to the stock purchase agreement.

Cooper Tire filed the lawsuit to compel CSHI to remit about $60
million in tax refunds, which CSA Canada received in July 2009 as
well as to recover $42.5 million in additional tax refunds yet to
be received.

Cooper Tire asserts ownership of the tax refunds based on the
stock purchase agreement that was executed in connection with the
sale of its automotive units, comprised of CS Automotive and CSA
Canada, to CSHI in 2004.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News.  The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


CRESCENT RESOURCES: U.S. Trustee Objects to Releases
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Trustee
filed an objection to Crescent Resources LLC's Chapter 11 plan,
citing that the Debtor is proposing releases for third parties
that appellate courts in Texas don't allow.  While not opposing
approval of the plan, the U.S. Trustee believes the releases for
officers, directors and others must be trimmed back to comply with
rules established by the U.S. Court of Appeals in New Orleans.
Creditors are voting on Crescent's plan in advance of the
confirmation hearing on May 20.

                      About Crescent Resources

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

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


DENTON 288: Section 341(a) Meeting Scheduled for June 3
-------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Denton 288
LP's creditors on June 3, 2010, at 2:00 p.m.  The meeting will be
held at the Office of the U.S. Trustee, 1100 Commerce Street, Room
976, Dallas, TX 75242.

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.

Dallas, Texas-based Denton 288 LP filed for Chapter 11 bankruptcy
protection on May 3, 2010 (Bankr. N.D. Texas Case No. 10-33213).
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $50,000,001 to $100,000,000.


DIPAK DESAI: Washingtons Want Reorganization Case Dismissed
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Navada will consider
at a hearing on June 15, 2010, at 9:30 a.m., the motion to
dismiss, or in the alternative, convert the Chapter 11 case of
Dipak Desai to one under Chapter 7 of the Bankruptcy Code.  The
hearing will be held at MKN LV-Courtroom 2, Foley Federal Bldg.

Interested party, Michael & Josephine Washington, sought for the
dismissal or conversion of the case explaining that, among other
things:

   -- the case was filed in bad faith;

   -- Kusum Dasai, the Debtor's non-filing spouse, is not
      authorized to file a bankruptcy petition for Depak Desai;

   -- Kusum Desai testified at the 341 meeting that she and not
      Depak Desai, took the credit counseling class.

Las Vegas, Nevada-based Dipak Desai, aka Dipak Desai, M.D.,
Chartered, filed for Chapter 11 bankruptcy protection on
February 26, 2010 (Bankr. D. Nev. Case No. 10-13050).  Bruce
Thomas Beesley, Esq., at Lewis And Roca LLP, and Michael F. Lynch,
Esq., who has an office in Las Vegas, Nevada, assists the Debtor
in its restructuring effort.


DISH NETWORK: March 31 Balance Sheet Upside-Down by $1.85 Billion
-----------------------------------------------------------------
At March 31, 2010, DISH Network Corporation had total assets of
$8,688,986,000 against total liabilities of $10,539,240,000 and
non-controlling interest of $451,000, resulting in stockholders'
deficit of $1,850,254,000.

DISH reported net income of $230,915,000 for the three months
ended March 31, 2010, from net income of $312,684,000 for the same
period in 2009.  Total revenue was $3,057,395,000 for the 2010
first quarter from $2,905,321,000 for the same period in 2009.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6205

DISH Network Corporation is the third largest pay television
provider in the United States with 14.1 million subscribers as of
December 31, 2009.

                           *     *     *

DISH carries Moody's Investors Service's 'Ba3' Corporate Family
rating, and Fitch Ratings' 'BB-' Issuer Default Rating.


DISH NETWORK: Reports Results of May 3 Shareholders' Meeting
------------------------------------------------------------
DISH Network Corporation held its Annual Meeting of Shareholders
on May 3, 2010.  According to the Company, the Shareholders:

     (a) elected James DeFranco, Cantey Ergen, Charles W.
         Ergen, Steven R. Goodbarn, Gary S. Howard, David K.
         Moskowitz, Tom A. Ortolf, and Carl E. Vogel as directors
         to serve until the 2011 annual meeting of shareholders or
         until his or her respective successor shall be duly
         elected and qualified; and

     (b) ratified the appointment of KPMG LLP as independent
         registered public accounting firm for the fiscal year
         ending December 31, 2010.

DISH Network Corporation is the third largest pay television
provider in the United States with 14.1 million subscribers as of
December 31, 2009.

                           *     *     *

DISH carries Moody's Investors Service's 'Ba3' Corporate Family
rating, and Fitch Ratings' 'BB-' Issuer Default Rating.


DOMINO'S PIZZA: Posts $24.5-Mil. Net Income for March 28 Quarter
----------------------------------------------------------------
Domino's Pizza Inc. filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 28,
2010.

The Company reported net income of $24.5 million on $381.1 million
of total revenues for the three months ended March 28, 2010,
compared with a net income of $23.7 million on $321.8 million
total revenues for the same period a year ago.

The Company's balance sheet for March 28, 2010, showed
$427.6 million in total assets, $167.3 million total current
liabilities, and $1.5 billion total long-term liabilities, for a
$1.2 billion stockholders' deficit.

As of March 28, 2010, the Company said it has:

  * $28.0 million of unrestricted cash and cash equivalents,

  * $86.0 million of restricted cash and cash equivalents, and

  * approximately $1.52 billion in total debt, including
    $60.0 million of borrowings under its $60.0 million variable
    funding note facility.

During the first quarter of 2010, the Company terminated its last
remaining letter of credit under its variable funding note
facility, which provided an additional $2.4 million of borrowing
capacity.  During the first quarter of 2010, the Company borrowed
the additional $2.4 million to take advantage of a low variable
interest rate, and is now fully drawn on the $60.0 million
facility.

The Company's cash borrowing rate for the first quarter of 2010
averaged 5.9% versus 6.1% in the prior year period.  The Company
incurred $5.1 million in capital expenditures during the first
quarter of 2010 versus $3.3 million in the first quarter of the
prior year.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?61f8

                       About Domino's Pizza

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

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


DOUGLAS DYNAMICS: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Milwaukee-based snow- and ice-control products maker
Douglas Dynamics LLC to 'BB-' from 'B+'.  S&P also removed the
rating from CreditWatch, where S&P placed it with positive
implications on April 15, 2010.  At the same time, S&P affirmed
the 'BB' issue-level rating on the company's senior secured term
loans due 2013 and 2016.  The recovery rating on these two issues
is now '2', as S&P revised the recovery rating on the 2013 term
loan to '2' from '1'.  S&P also withdrew its rating on the
company's $150 million senior unsecured notes following their
redemption.  In addition, S&P assigned a 'BB-' corporate credit
rating to Douglas Dynamics LLC's parent, Douglas Dynamics Inc.

"The 'BB-' rating on Douglas Dynamics LLC and Douglas Dynamics
Inc. (Douglas) reflects the completion of the IPO and subsequent
repayment of debt, which results in meaningful financial leverage
reduction," said Standard & Poor's credit analyst Gregoire Buet.
S&P expects the company's operating performance will remain highly
correlated to unpredictable weather patterns.  "However, Douglas
has a track record of consistent free cash flow generation and S&P
anticipate that it will adhere to financial policies that would
result in credit measures consistent with S&P's expectation for
the 'BB-' rating, including adjusted total debt to EBITDA of less
than 4x," he continued.

The outlook is stable.  Although S&P expects the company's credit
measures to be volatile due to seasonal weather patterns, S&P
believes the company will maintain adjusted financial leverage at
or below 4x total debt to EBITDA.  For the ratings, S&P also
expect Douglas to generate more than $10 million of annual free
cash flow.  If unfavorable weather conditions curtail demand for
the company's products for a prolonged period, or if manufacturing
inefficiencies pressure operating margins below 20%, this would
likely hamper free cash flow generation and credit protection
measures, and S&P could lower the ratings.  S&P is unlikely to
raise the ratings in the near or medium term, as S&P views the
company's weak business profile as a limitation.


DOYLE HEATON: Sets June 24 Plan Confirmation Hearing
----------------------------------------------------
Doyle Heaton won approval of the disclosure statement explaining
his proposed Chapter 11 plan.  He will present the plan for
confirmation at a hearing on June 24.

Mr. Heaton, a developer, said "most" of his projects are "under
water," meaning they are worth less than the mortgages against
them.  Mr. Heaton estimates having potential unsecured liabilities
that aggregate nearly $120 million.  He believes that the pool of
unsecured claims asserted against the estate will be significantly
reduced by virtue of value recovered from the assets of the
development entities, but deficiencies are likely to remain.
Under the Plan, the Debtors project that the unsecured creditor
pool can be reduced to approximately $12 million.

The Plan also incorporates and implements a settlement with
secured lender Wells Fargo Bank, N.A.

Holders of general unsecured claims are promised a recovery of up
to 26%.

The alternative approach would be to surrender the assets of the
development entities to applicable secured creditors who would
then likely foreclose on their collateral and dispose of these
assets.

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

                    About Doyle and Mary Heaton

Pleasant Hill, California-based Doyle D. Heaton, together with his
wife Mary K. Heaton, filed for Chapter 11 protection on January
11, 2010 (Bankr. N.D. Calif. Case No. 10-40297).  Mr. Heaton is a
real-estate developer in the Bay Area around San Francisco.  Maxim
B. Litvak, Esq., at Pachulski, Stang, Ziehl and Jones, assists Mr.
Heaton in his restructuring effort.


DUANE READE: S&P Raises Corporate Credit Rating From 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit ratings on New York-based Duane Reade Holdings
Inc. and Duane Reade Inc. to 'A' from 'B-', the same as S&P's
rating on Walgreen Co. (A/Stable/A-1) following the completion of
the acquisition of these entities by Walgreen Co.

"All ratings are removed from CreditWatch, where they were placed
with positive implications on Feb. 18, 2010; S&P's rating outlook
is stable.  Following this action, all ratings on Duane Reade
Holdings Inc. and Duane Reade Inc. will be withdrawn," said
Standard & Poor's credit analyst Ana Lai.

Walgreen Co. completed its acquisition of Duane Reade Holdings and
fully retired all outstanding debt of Duane Reade.  Duane Reade is
now an operating subsidiary of Walgreen Co.


E.F.L. PARTNERS: Section 341(a) Meeting Scheduled for June 8
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of E.F.L.
Partners V's creditors on June 8, 2010, at 3:00 p.m.  The meeting
will be held at 833 Chestnut Street, Suite 501, Philadelphia, PA.

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.

Philadelphia, Pennsylvania-based E.F.L. Partners V filed for
Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. E.D. Penn.
Case No. 10-13655).  Stuart A. Eisenberg, Esq., who has an office
in Warminster, Pennsylvania, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


E.F.L. PARTNERS: Wants McCullough Eisenberg as Bankr. Counsel
-------------------------------------------------------------
E.F.L. Partners V has sought permission from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ
McCulllough Eisenberg, LLC, as bankruptcy counsel.

McCulllough Eisenberg will, among other things:

     a. assist the Debtor in its investigation of the acts,
        conduct assets, liabilities, and financial condition of
        the Debtor, the operation of the Debtor's business and the
        desirability of the continuance of the business, and any
        other matter relevant to the case or to the formulation of
        a plan;

     b. participate, along with the Debtor, in the formulation of
        a plan;

     c. consolidate the Debtor's case with the case of the
        Debtor's affiliate, Waterbridge Partners, LP, filed
        concurrently; and

     d. perform other legal services as may be required and in the
        interest of creditors.

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

     Stuart A. Eisenberg         $350
     Carol B. McCullough         $350

Stuart A. Eisenberg, an attorney at McCullough Eisenberg, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Roberta A. Deangelis, the Acting United States trustee for Region
3, has objected to the hiring of a bankruptcy counsel.  According
to Ms. Deangelis, the Debtor identifies an affiliate, Waterbridge
Partners, L.P., in the Debtor's application to employ counsel.
"What is not disclosed however is the fact that a petition was
filed by Waterbridge under Chapter 11 of the Bankruptcy Code on
the same date as the commencement of the instant case.  Also
undisclosed is the fact that Waterbridge is represented by the
same counsel representing the Debtor in this case.  Although
Waterbridge is identified in the application, it is not disclosed
in the affidavit signed by proposed counsel and filed in support
of the application.  Neither the application nor the affidavit
contains sufficient information regarding the relationship between
the Debtor and its affiliate to enable the Court, the U.S.
trustee, and parties in interest to determine whether proposed
counsel is disinterested and does not hold or represent an
interest adverse to the Debtor and the Estate," Ms. Deangelis
states.

According to Ms. Deangelis, neither the application nor the
affidavit contain sufficient information regarding the payment of
any retainers to counsel, the source of any payments, and the
amount drawn down from any retainer prior to the Petition Date to
enable the Court, the U.S. trustee, and parties in interest to
determine whether proposed counsel is disinterested and does not
hold or represent an interest adverse to the Debtor and the
estate.

Philadelphia, Pennsylvania-based E.F.L. Partners V filed for
Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. E.D. Penn.
Case No. 10-13655).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


ELECTRICAL COMPONENTS: Wins Confirmation of Prepackaged Plan
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Electrical Components
International Inc. has won confirmation of its prepackaged
reorganization plan six weeks after the Chapter 11 filing.

Under the Plan, first-lien lenders will receive $10.4 million
cash, a new $145 million term loan and 54.7% of the new stock.
Second-lien creditors are to get $10 million cash.  General
unsecured creditors will be paid in full in cash.  New investors
who will pay about $33 million will receive 45.3% of the stock.
The new investors are BlackRock Kelso Capital Corp. and affiliates
of Sankaty Advisors LLC.

The financial restructuring eliminates $165 million or
approximately 50% of debt.

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

   http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_plan.pdf
   http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds.pdf
   http://bankrupt.com/misc/ELECTRICAL_COMPONENTS_ds2.pdf

                   About Electrical Components

St. Louis, Missouri-based Electrical Components International,
Inc. -- aka Whitehouse Acquisition Co.; Electrical Components
International DE Holdings Co.; Wirekraft Employment Co.; Wire
Harness Contractors, Inc.; Wire Harness Automotive, Inc.; Wire
Harness Industries Inc.; and Wirekraft LLC -- designs,
manufactures and markets wire harnesses and provides assembly
services primarily for major white goods appliance manufacturers.

The Company filed for Chapter 11 bankruptcy protection on
March 30, 2010 (Bankr. D. Del. Case No. 10-11054).  These
affiliates also filed separate Chapter 11 petitions -- ECM Holding
Company (Case No. 10-11055), with estimated assets and debts at
$100 million to $500 million; FP-ECI Holdings Company (Case No.
10-11056); and Noma O.P., Inc. (Case No. 10-11057).  Stephen
Youngman, Esq., at Weil, Gotshal & Manges LLP, assists the Company
in its restructuring effort.  Chun I. Jang, Esq., Paul N. Health,
Esq., and Travis A. McRoberts, Esq., at Richards, Layton & Finger,
P.A., are the Company's co-counsel.  Epiq Bankruptcy Solutions is
the Company's claims agent.  In its petition, the Company
estimated its assets and debts at $100,000,001 to $500 million.


ENERGY FUTURE: Files Slide Presentation for Investor Meetings
-------------------------------------------------------------
Beginning May 11, 2010, members of the management team of Energy
Future Holdings Corp. will utilize a slide presentation regarding
the Company and its subsidiaries during the Company's meetings
with certain analysts and investors.  A full-text copy of the
slide presentation is available at no charge at
http://ResearchArchives.com/t/s?6207

EFH Corp. said it continually seeks opportunities to enhance its
financial flexibility.  In March and April 2010, EFH Corp.
completed debt-for-debt exchanges and open market repurchases:

     -- In March, the Company issued $34 million EFH Corp. 10%
        Senior Secured Notes due 2020 in exchange for $20 million
        EFH Corp. PIK Toggle Notes and $27 million TCEH PIK Toggle
        Notes, capturing $13 million of discount;

     -- In April, the Company purchased $5 million EFH Corp.
        10.875% Cash-Pay Notes for $3.8 million cash from the net
        proceeds of the January 2010 $500 million issuance,
        capturing ~$1 million of discount;

     -- In April, the Company also issued $66 million aggregate
        EFH Corp. 10% Senior Secured Notes due 2020 in exchange
        for $75 million aggregate EFH Corp. PIK Toggle Notes and
        $17 million aggregate TCEH PIK Toggle Notes, capturing
        $26 million of discount.

The Company reported a net income of $355.0 million on
$1.99 billion in operating revenues for the three months ended
March 31, 2010, compared with a net income of $454.0 million on
$2.1 billion of operating revenue for the same period a year ago.

The Company's balance sheet for March 31, 2010, showed
$52.7 billion in total assets and $55.59 billion in total
liabilities for a $2.8 billion total stockholders' deficit.

                        About Energy Future

Energy Future Holdings Corp. is a diversified energy holding
company with a portfolio of competitive and regulated energy
businesses in Texas.  Oncor, an 80%-owned entity within the EFH
group, is the largest regulated transmission and distribution
utility in Texas.  The Company delivers electricity to
roughly three million delivery points in and around Dallas-
Fort Worth.

                           *     *     *

Energy Future Holdings Corp. continues to carry Moody's Investors
Service "Caa1" Corporate Family Rating, with negative rating
Outlook, and Standard & Poor's "B-" issuer rating.  As reported by
the Troubled Company Reporter on April 7, 2010, Fitch Ratings
downgraded to 'B-' from 'B' the Issuer Default Ratings of Energy
Future Holdings Corp.; Energy Future Intermediate Holding Company
LLC; Texas Competitive Electric Holdings Company LLC; and Energy
Future Competitive Holdings Company.


ENERGY TRANSFER: Moody's Affirms Ba1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating and
related securities ratings of Energy Transfer Equity L.P., as well
as the Baa3 long-term debt rating of Energy Transfer Partners,
L.P.  At the same time, the rating agency changed ETE's rating
outlook to negative from stable.  ETP's rating outlook remains
stable.

The ratings affirmations and outlooks are in response to announced
transactions in which ETE will acquire the GP of Regency Energy
Partners from GE Financial Services and transfer direct ownership
of a 49.9% stake in Midcontinent Express Pipeline LLC from ETP to
Regency.

ETE will acquire Regency's GP for $300 million of preferred units
issued to GE Financial Services.  In a concurrent two-step
process, ETE will acquire ETP's stake in MEP for consideration of
$600 million via redeemed ETP common units, and then exchange the
MEP stake for common units of Regency.  When completed, ETE will
control Regency and ETP through their respective GP interests.
ETE will also own approximately 22% of Regency's common units and
28% of ETP's common units.  Regency will have a direct 49.9% stake
in MEP.

Moody's is affirming ETE's Ba1 CFR and, in turn, its Ba2 senior
secured rating based on the increased scale, asset footprint and
diversification provided by control over two independent MLPs,
each with different growth and leverage profiles that should
support increased distributions to ETE.  As a contributor to ETE,
Regency will provide a slightly less leveraged cash flow stream
that provides diversification to ETE's distribution streams and
consolidated operating profile.

However, ETE's outlook is changed to negative to reflect the
increased debt of the consolidated entity, including about
$1 billion of incremental debt at the Regency level and
$300 million of preferred stock issued directly by ETE.  Moody's
estimates ETE's proforma Debt/EBITDA on a consolidated basis at
about 5.7 times, including standard adjustments such as operating
leases and the proportionate share of MEP's debt.  Moody's remains
concerned that ETE's consolidated corporate family leverage will
remain elevated based on the inherent tension between ETE's call
for growing distributions and the internal growth needs of the two
MLPs.

In addition, the multiple layers of operations and debt placement
within the ETE consolidated entity add complexity and prior calls
on the cash distributions available to ETE.  Over the medium-term,
Moody's will monitor ETE's ability to manage and reduce its
consolidated leverage as well as to balance the capital needs of
and distributions from its MLPs in order to stabilize the negative
outlook.

For ETP, the transfer of the stake in MEP is tax-efficient and
relatively neutral for its Baa3 long-term debt rating, which is
affirmed with a stable outlook.  ETP will be will be shedding
$400 million of pro-rata MEP non-recourse debt in a non-operated
asset and $86 million in expansion capital required for MEP in
2010.  It will also save approximately $68 million in distribution
outflows on the redeemed units and have modestly increased
flexibility to issue common units to fund future growth
opportunities.  In addition, ETP is showing good progress on its
major pipeline growth projects, which are expected to diversify
cash flows as they come onstream in the relative near-term.

Under current circumstances, Moody's does not believe the transfer
of the MEP ownership interest to Regency from ETP has any
significant impact on MEP's Ba1 long-term debt rating, although
MEP's equity earnings and distributions will diversify Regency's
own cash flow streams and improve its risk profile.

The last rating action affecting ETE occurred on April 16, 2010
when Moody's withdrew ratings assigned to a proposed senior note
offering and credit facility, following postponement of the
transactions.  The last rating action affecting ETP occurred on
September 23, 2008, when Moody's affirmed ETP's Baa3 senior
unsecured note rating.

Energy Transfer Equity, L.P., Energy Transfer Partners, L.P., and
Regency Energy Partners L.P. are all headquartered in Dallas,
Texas.


FAIRPOINT COMMS: Confirmation Hearing to Continue July 8
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy court
in Manhattan will continue on July 8 the confirmation hearing for
the Chapter 11 plan of FairPoint Communications Inc.  The Company
is working out settlements with regulators in three New England
states.

The Plan contemplates the conversion of approximately $1 billion
of FairPoint's prepetition indebtedness into equity in reorganized
FairPoint.  Holders of unsecured claims are expected to receive
$635 million in aggregate distributions -- primarily in stocks --
or a 16.9% recovery if the class of unsecured claimants voted to
accept the Plan.  They won't receive any distributions if they
rejected the Plan.

                  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)


FELIX FHIMA: Files Schedules of Assets and Liabilities
------------------------------------------------------
Felix M. Fhima and Patricia H. Fhima filed with the U.S.
Bankruptcy Court for the Central District of California a summary
of their schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,400,000
  B. Personal Property               $73,413
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,747,206
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,569,096
                                 -----------      -----------
        TOTAL                    $11,473,413      $11,316,302

Los Angeles, California-based Felix M. Fhima and Patricia H. Fhima
filed for Chapter 11 bankruptcy protection on February 18, 2010
(Bankr. C.D. Calif. Case No. 10-15854).  Michael Jay Berger, Esq.,
who has an office in Beverly Hills, California, assists the
Debtors in their restructuring efforts.  The Debtors listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


FELIX FHIMA: Taps Michael Berger as Bankruptcy Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Felix M. Fhima and Patricia H. Fhima to employ the Law
Offices of Michael Jay Berger as general bankruptcy counsel.

The firm is expected to represent the Debtors in the Chapter 11
proceedings.

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

The firm can be reached at:

     Law Offices of Michael Jay Berger
     9454 Wilshire Blvd. 6th Floor
     Beverly Hills, CA 90212-2929
     Tel: (310) 271-6223
     Fax: (310) 271-9805
     E-mail: michael.berger@bankruptcypower.com

                          About Felix Fhima

Los Angeles, California-based Felix M. Fhima and Patricia H. Fhima
filed for Chapter 11 bankruptcy protection on February 18, 2010
(Bankr. C.D. Calif. Case No. 10-15854).  The Debtors listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


FERMIN ANIEL: Court Sees "Inevitable Foreclosure" & Lifts Stay
--------------------------------------------------------------
WestLaw reports that a creditor was entitled to stay relief,
pending resolution of standing-related issues, as to certain
rental property on which the pro se Chapter 11 debtors had been
collecting postpetition rent but had not made any postpetition
payments.  Although the California bankruptcy court found that
justice dictated that the debtors make adequate protection
payments, the debtors refused to do so.  There was no doubt that
the debtors signed the subject note, nor much doubt that
ultimately the creditor would be able to "connect the dots" by
showing the chain of title of the note and deed of trust.  The
court found no point in delaying the inevitable foreclosure of the
property.  In re Aniel, --- B.R. ----, 2010 WL 1609923 (Bankr.
N.D. Cal.).

Fermin A. and Erlinda A. Aniel sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 09-30452) on Feb. 25, 2009.  At the
time of the filing, they were represented by Sydney Jay Hall,
Esq., in Burlingame, Calif., and estimated their assets and
liabilities at $1 million to $10 million.


FISHERMAN'S WHARF: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Fisherman's Wharf of Venice, Inc., has 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                    $15,820,000
B. Personal Property                   $150,000
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $8,035,192
E. Creditors Holding
   Unsecured Priority
   Claims                                                $533,449
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $5,473,220
                                    -----------       -----------
      TOTAL                         $15,970,000       $14,041,861

Venice, Florida-based Fisherman's Wharf of Venice, Inc., filed for
Chapter 11 bankruptcy protection on May 4, 2010 (Bankr. M.D. Fla.
Case No. 10-10694).  H. Bradley Staggs, Esq., at Bush Ross, P.A.,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.

These affiliates filed separate Chapter 11 petitions:
                                                 Petition
   Debtor                            Case No.     Date
   ------                            -------      ----
JMT Partners                          10-10699    5/04/10
Assets: $10,000,001 to $50,000,000
Debts: $1,000,001 to $10,000,000
JPKJ, LLC                             10-10698    5/04/10
Assets: $10,000,001 to $50,000,000
Debts: $1,000,001 to $10,000,000


FISHERMAN'S WHARF: Taps Bush Ross as Bankruptcy Counsel
-------------------------------------------------------
Fisherman's Wharf of Venice, Inc., has asked for authorization
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Bush Ross, P.A., as bankruptcy counsel.

Bush Ross will, among other things:

     a. take necessary action to recover any preferential
        transfers, fraudulent transfers or other voidable
        transfers;

     b. enjoin or stay any and all suits and proceedings against
        the Debtor affecting its ability to continue in business
        or affecting its property;

     c. represent the Debtor in any negotiations with potential
        financing sources, and to prepare any contracts, security
        agreements, or other documents necessary to obtain
        financing; and

     d. represent the Debtor with respect to any issues relating
        to the use of cash collateral.

The Debtor and Bush Ross didn't disclose how the firm will be
compensated for its services.

H. Bradley Staggs, a member at Bush Ross, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Venice, Florida-based Fisherman's Wharf of Venice, Inc., filed for
Chapter 11 bankruptcy protection on May 4, 2010 (Bankr. M.D. Fla.
Case No. 10-10694).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.

These affiliates filed separate Chapter 11 petitions:
                                                 Petition
   Debtor                            Case No.     Date
   ------                            -------      ----
JMT Partners                          10-10699    5/04/10
Assets: $10,000,001 to $50,000,000
Debts: $1,000,001 to $10,000,000
JPKJ, LLC                             10-10698    5/04/10
Assets: $10,000,001 to $50,000,000
Debts: $1,000,001 to $10,000,000


FORD MOTOR: UAW Wants to Get Back Some Concessions
--------------------------------------------------
The New York Times' Nick Bunkley reports that the incoming
president of the United Auto Workers, Bob King, is putting the Big
3 automakers on notice that he expects hourly workers to be given
back some of the benefits they surrendered as the bottom lines of
all three car companies improve -- at least to the extent that
management and other stakeholders are rewarded.

According to Mr. Bunkley, the UAW is expected to ask that some of
its givebacks be reversed during contract talks with the carmakers
in 2011, when the contract signed in 2007 -- and modified last
year with more concessions as General Motors and Chrysler
approached bankruptcy -- expires.

According to the NY Times, Mr. King said during a speech to
executives and analysts this week, "We just want to make sure when
things turn around we share in the upside."

The NY Times notes that a complicating factor is that the U.A.W.
will enter the contract talks as part owners of both GM and
Chrysler through a union-controlled trust fund.  The fund, which
took over liability for retiree health care coverage this year,
has a 17.5% stake in GM and is the majority owner of Chrysler,
holding 55%.

According to the NY Times, Paul Kersey, director of labor policy
at the Mackinac Center for Public Policy, a conservative research
group in Midland, Michigan, said the GM and Chrysler bankruptcies
"were structured to protect the union interests at the expense of
the creditors and investors."  According to the NY Times, Mr.
Kersey said he doesn't see "there being a whole lot of public
support for them pursuing a restoration of the concessions."

                         About Ford Motor

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

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

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

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

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


FORD MOTOR: Seeks to End Tie-up with Mazda & Changan
----------------------------------------------------
According to Reuters, two sources said Thursday Ford Motor and its
China venture partners, Mazda Motor Corp. and Chongqing Changan
Automobile Co., are seeking Chinese government approval to end
their three-way tie up.   The sources with direct knowledge of the
scheme told Reuters Ford and Mazda both plan to set up their own
separate joint ventures with Changan, a move which will give the
automakers more leeway to design their own China strategies.

Reuters relates Ford is set to own half of its new two-way venture
with Changan, the sources said, while the Mazda-Changan tie-up
will probably also be a 50-50 JV.

"They have submitted a joint proposal to the Chinese government to
split up the partnership.  Ford's new JV with Changan will be
based in Chongqing, while Mazda's venture will be based in
Nanjing," one of the sources told Reuters.  That source told
Reuters it was unclear when the government was expected to make a
decision.

Reuters notes Mazda's ties with Ford have weakened since Ford
reduced its controlling one-third stake in Mazda to 13% in 2008
to free up cash.  Ford currently owns about 11% of Mazda, Japan's
No. 5 automaker.

                         About Ford Motor

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

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

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

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

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


FRASER PAPERS: Appoints Chief Restructuring Officer
---------------------------------------------------
Fraser Papers Inc. appointed Glen McMillan as Chief Restructuring
Officer of the Company.  Mr. McMillan will report to the Board of
Directors and will oversee the completion of the restructuring of
Fraser Papers and its subsidiaries under the Companies' Creditors
Arrangement Act ("CCAA") and Chapter 15 of the U.S. Bankruptcy
Code. Mr. Peter Gordon, the Company's Chief Executive Officer,
resigned effective May 14, 2010, but will remain on the Board of
Directors of Fraser Papers to assist in the remaining steps of the
restructuring process.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company filed for creditor
protection under the CCAA in Canada and Chapter 15 in the U.S.

On April 28, 2010, the Company sold its specialty papers business
to Twin Rivers Paper Company, a newly incorporated company owned
by its creditors. On April 30, Fraser Papers sold its hardwood
pulp mill in Thurso, Quebec, to Fortress Specialty Cellulose Inc.
The Company is currently in the process of selling its remaining
assets, including the Gorham, New Hampshire paper mill and its two
lumbermills in northern Maine. Once the remaining assets are sold,
the Company intends to file a Plan of Arrangement for
consideration by its creditors.

                      About Fraser Papers

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

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


FREMONT GENERAL: Signature Plan Wins Court Confirmation
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
approved the reorganization plan sponsored by Signature Group
Holdings Inc. for debtor Fremont General Corp.  Five competing
plans were submitted in the case.

According to Bloomberg, Signature's plan pays all creditors in
full and allows existing shareholders to retain their stock,
although diluted by new shares issued under the plan.  Holders of
$176.4 million in 7.875% senior notes will be paid in full, with
interest.  The holders of $107.4 million in so-called TOPrS are to
receive $45 million cash, $39 million in notes, and 21 million
shares of common stock.  Other unsecured creditors will be paid in
full.  Signature Group is to pay $10 million for 12.5 million
shares of common stock.  It will also pay $300,000 for warrants
for 15 million more shares.  Signature intends to operate the
company as a commercial finance business focusing on the middle-
market.

                       About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


GATEHOUSE MEDIA: Posts $17.4-Mil. Net Loss for March 31 Quarter
---------------------------------------------------------------
GateHouse Media Inc. filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 31,
2010.

The Company reported a net loss of $17.4 million on $133.1 million
of total revenues for the three months ended March 31, 2010,
compared with a net loss of $31.9 million on $138.5 million of
total revenues during the same period a year ago.

The Company reported $579.5 million in total assets and
$1.3 billion in total liabilities, for a stockholder's deficit of
$783.8 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?61f9

                       About GateHouse Media

Based in Fairport, New York, GateHouse Media, Inc. (Pink Sheets
OTC: GHSE) is one of the largest publishers of locally based print
and online media in the United States as measured by its 87 daily
publications.  GateHouse Media currently serves local audiences of
more than 10 million per week across 21 states through hundreds of
community publications and local Web sites.

The Company's balance sheet at Dec. 31, 2009, showed
$591.2 million in assets and $1.3 billion in liabilities,
resulting to a $753.0 million stockholders' deficit.

As reported by the Troubled Company Reporter on Sept. 21, 2009,
Moody's downgraded GateHouse Media Operating, Inc.'s Corporate
Family rating to "Ca" from "Caa1" and its Probability of Default
rating to "Ca" from "Caa2", reflecting Moody's view of very high
default risk and weakened recovery prospects for debtholders in an
event of default scenario which is exacerbated by lingering
adverse current market conditions.


GEMS TV: Asset Auction Set for June 2
-------------------------------------
Bill Rochelle at Bloomberg News reports that television jewelry
retailer Gems TV (USA) Ltd. won approval to sell most of its
assets at an auction.  The bankruptcy judge on May 5 approved
holding an auction on June 2, while the Company had wanted the
auction on May 18.  Competing bids are due May 28.  The hearing
for approval of the sale is set for June 3. The assets being sold
exclude inventory and the Gems TV trademark.

                        About Gets TV (USA)

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

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


GENERAL MOTORS: Cannot Legally Buy Back Former Financing Unit
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Motors Co.
cannot legally buy back its former financing unit, Ally Financial
Inc., because Ally is a bank holding company, said a person
familiar with the matter.

The Wall Street Journal's Sharon Terlep has reported that two
people familiar with the situation said GM is weighing an attempt
to buy back its old auto-lending arm or start a new finance
company in a bid to become more competitive and bolster the
company's appeal ahead of an initial public stock offering.

GM sold majority control of its lending arm, GMAC LLC, in 2006.
The Journal noted that GMAC, which recently renamed itself Ally
Bank, made $653 million on its North American automotive
operations in 2010's first quarter.

According to the Journal, GM would be interested mainly in
acquiring Ally's auto-finance business and not GMAC's troubled
mortgage-lending unit.  Alternatively, GM could attempt to partner
with other lenders or launch its own finance unit.

The U.S. government holds a 61% stake in GM.  As reported by the
Troubled Company Reporter, GM in April repaid a $6.7 billion
federal loan.  The Journal says the rest of the government's
$50 billion investment won't be repaid until the U.S. Treasury can
sell its GM shares.

GM has said it would launch an initial public offering as soon as
this year, depending on market conditions and the company's
financial position.  GM in the next few days is expected to
announce a solid first-quarter financial performance, the Journal
said.

                        About General Motors

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

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

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

                  About Motors Liquidation

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

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

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


GENERAL MOTORS: UAW Wants to Get Back Some Concessions
------------------------------------------------------
The New York Times' Nick Bunkley reports that the incoming
president of the United Auto Workers, Bob King, is putting the Big
3 automakers on notice that he expects hourly workers to be given
back some of the benefits they surrendered as the bottom lines of
all three car companies improve -- at least to the extent that
management and other stakeholders are rewarded.

According to Mr. Bunkley, the UAW is expected to ask that some of
its givebacks be reversed during contract talks with the carmakers
in 2011, when the contract signed in 2007 -- and modified last
year with more concessions as General Motors and Chrysler
approached bankruptcy -- expires.

According to the NY Times, Mr. King said during a speech to
executives and analysts this week, "We just want to make sure when
things turn around we share in the upside."

The NY Times notes that a complicating factor is that the U.A.W.
will enter the contract talks as part owners of both GM and
Chrysler through a union-controlled trust fund.  The fund, which
took over liability for retiree health care coverage this year,
has a 17.5% stake in GM and is the majority owner of Chrysler,
holding 55%.

According to the NY Times, Paul Kersey, director of labor policy
at the Mackinac Center for Public Policy, a conservative research
group in Midland, Michigan, said the GM and Chrysler bankruptcies
"were structured to protect the union interests at the expense of
the creditors and investors."  According to the NY Times, Mr.
Kersey said he doesn't see "there being a whole lot of public
support for them pursuing a restoration of the concessions."

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GIBRALTAR INDUSTRIES: S&P Gives Pos. Outlook; Keeps 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Buffalo, N.Y.-based Gibraltar Industries Inc. to positive from
stable.  At the same time, S&P affirmed its 'B+' corporate credit
rating on the company.  In addition, S&P raised the issue-level
rating on the company's senior subordinated notes to 'B+' (the
same as the corporate credit rating) from 'B'.  S&P revised the
recovery rating on this debt to '4', reflecting the expectation
for average (30% to 50%) recovery for lenders in the event of
payment default, from '5'.

"The outlook revision reflects S&P's expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that S&P would consider good for
the 'B+' corporate credit rating," said Standard & Poor's credit
analyst Tobias Crabtree.  Specifically, a gradual recovery in
residential construction activity, albeit from 2009's depressed
level, should result in continued EBITDA improvement and leverage
likely to be maintained below 3.5x throughout 2010.

The ratings incorporate S&P's expectation that demand for
Gibraltar's mailboxes, bar grating, and ventilation products may
be flat to up slightly as housing markets and the general economy
continue to recover.  Standard & Poor's economists expect
residential end markets, which represent approximately 65% of the
company's sales, to improve modestly in 2010.  Specifically, new
housing starts are projected to increase 20% from 2009's level to
about 660,000 units.

The rating outlook is positive reflecting S&P's belief that
Gibraltar's credit measures will remain good for the 'B+'
corporate credit rating.  Specifically, S&P think leverage will
likely be maintained below 3.5x over the next several quarters
given S&P's expectation for a modest improvement in the company's
residential end markets.

S&P could raise the ratings if operating conditions improve more
than S&P expects due to a more robust recovery in residential
construction, resulting in leverage being maintained below 3x over
the next several quarters.  Specifically, this could occur if 2010
sales increased approximately 10% from 2009's level and EBITDA
margins were expected to remain above 11%.

S&P could revise the outlook to stable if credit measures were to
weaken from current levels because, among other considerations,
residential construction activity does not improve in 2010 or a
sharp increase in raw material costs could not be offset with
price increases resulting in a material decline in EBITDA margins.
Considering the company's weak business risk profile, S&P
considers leverage below 5x to be acceptable for the 'B+' rating.


GLOBAL CROSSING: Files Form 10-Q for March 31 Quarter
-----------------------------------------------------
Global Crossing filed with the Securities and Exchange Commission
its Form 10-Q for the quarterly period ended March 31, 2010.

The Company reported a $119.0 million net loss on $648.0 million
of revenue for the three month ended March 31, 2010, compared with
a $58.0 million net loss on $609.0 million of revenue for the same
period a year ago.

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

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

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?612b

                        About Global Crossing

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

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

                           *     *     *

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


GREG SHANE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Gregg D. Shane
        9020 South Stillhouse Road
        Oak Grove, MO 64075

Bankruptcy Case No.: 10-42317

Chapter 11 Petition Date: May 7, 2010

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

Judge: Arthur B. Federman

Debtor's Counsel: Ronald S. Weiss, Esq.
                  Berman DeLeve Kuchan & Chapman
                  911 Main St., Suite 2230
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955
                  E-mail: rweiss@bdkc.com

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

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

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

The petition was signed by Gregg D. Shane.


GRIGIO TTL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Grigio TTL, LLC
        dba Mondrian Tempe Town Lake
        dba Grigio Tempe Town Lake
        2555 E. Camelback Road,
        Suite 1050
        Phoenix, AZ 85016

Bankruptcy Case No.: 10-14141

Chapter 11 Petition Date: May 9, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Susan M. Freeman, Esq.
                  Lewis and Roca
                  40 N. Central Ave.
                  Phoenix, AZ 85004-4429
                  Tel: (602) 262-5756
                  Fax: (602) 262-5747
                  E-mail: smf@lrlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Brian Kearney, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Mondrian TTL, LLC


HCA INC: Offers to Exchange Unregistered Senior Secured Notes
-------------------------------------------------------------
HCA Inc. is offering to exchange:

     -- $310,000,000 aggregate principal amount of its
        9-7/8% Senior Secured Notes due 2017,

     -- $1,500,000,000 aggregate principal amount of its
        8-1/2% Senior Secured Notes due 2019,

     -- $1,250,000,000 aggregate principal amount of its
        7-7/8% Senior Secured Notes due 2020, and

     -- $1,400,000,000 aggregate principal amount of its
        7-1/4% Senior Secured Notes due 2020,

each of which have been registered under the Securities Act of
1933, as amended, for any and all of its outstanding:

     -- 9-7/8% Senior Secured Notes due 2017,
     -- 8-1/2% Senior Secured Notes due 2019,
     -- 7-7/8% Senior Secured Notes due 2020, and
     -- 7-1/4% Senior Secured Notes due 2020.

HCA is conducting the exchange offers to provide noteholders with
an opportunity to exchange unregistered notes for freely tradable
notes that have been registered under the Securities Act.

The exchange offers expire at 11:59 p.m., New York City time, on
June 2, 2010, unless extended.  HCA does not currently intend to
extend the expiration date.

The terms of the exchange notes to be issued in the exchange
offers are substantially identical to the outstanding notes,
except that the exchange notes will be freely tradable.  The
exchange notes may be sold in the over-the-counter market, in
negotiated transactions or through a combination of such methods.
HCA does not plan to list the notes on a national market.

All untendered outstanding notes will continue to be subject to
the restrictions on transfer set forth in the outstanding notes
and in the indenture.  In general, the outstanding notes may not
be offered or sold, unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities
laws.  Other than in connection with the exchange offers, HCA does
not currently anticipate that it will register the outstanding
notes under the Securities Act.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?61eb

As of March 31, 2010, Nashville, Tenn.-based HCA Inc. --
http://www.hcahealthcare.com/-- operated 162 hospitals and 106
freestanding surgery centers, including eight hospitals and eight
freestanding surgery centers operated through equity method joint
ventures.

As of March 31, 2010, HCA's balance sheet reflected cash and cash
equivalents of $388 million, total debt of $26.855 billion, total
assets of $24.091 billion, and stockholders' deficit of
$9.298 billion.

                           *     *     *

HCA carries Standard & Poor's Ratings Services' 'B+' corporate
credit rating and Moody's Investors Service's B2 Corporate Family
and Probability of Default Ratings.


HCA INC: Reports $388 Million Net Income for March 31 Quarter
-------------------------------------------------------------
HCA Inc. reported financial and operating results for its first
quarter ended March 31, 2010:

     -- Revenues increased to $7.544 billion compared to
        $7.431 billion in the first quarter of 2009. Charity care
        and uninsured discounts, which reduce reported revenues,
        increased to $1.581 billion in the first quarter compared
        to $1.108 billion in the prior year's first quarter.

     -- Net income attributable to HCA Inc. totaled $388 million,
        compared to $360 million in the prior year's first
        quarter.

     -- Adjusted EBITDA totaled $1.574 billion, compared to
        $1.457 billion in the first quarter of 2009.

     -- Provision for doubtful accounts declined to $564 million,
        from $807 million in the prior year.

     -- Interest expense increased to $516 million, from
        $471 million in the first quarter of 2009.

     -- Same facility equivalent admissions increased 1.1%, and
        same facility admissions increased 0.9% in the first
        quarter compared to the first quarter of 2009.

     -- Revenue per equivalent admission increased 0.6% and
        reflects the impact of the increased charity care and
        uninsured discounts.  Cash revenue per equivalent
        admission increased 4.5% in the quarter compared to the
        prior year.

     -- Total surgeries, on a same facility basis, declined 1.3%
        from the previous year's first quarter.

As of March 31, 2010, HCA's balance sheet reflected cash and cash
equivalents of $388 million, total debt of $26.855 billion, total
assets of $24.091 billion, and stockholders' deficit of
$9.298 billion.  During the first quarter of 2010, capital
expenditures totaled $214 million.  Net cash provided by operating
activities totaled $901 million in the first quarter of 2010
compared to $615 million in the prior year.  The $286 million
increase was due primarily to a $239 million decline in net income
taxes paid.

On May 5, 2010, HCA's Board of Directors declared a distribution
to the Company's existing stockholders and holders of vested stock
options.  The distribution is $5.00 per share and vested stock
option, or approximately $500 million in the aggregate, and will
be paid on May 14, 2010 to holders of record on May 6, 2010.  The
distribution will be funded using funds available under HCA's
existing senior secured revolving credit facilities.

A full-text copy of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2010, is available at no charge at
http://ResearchArchives.com/t/s?61e8

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?61e9

As of March 31, 2010, Nashville, Tenn.-based HCA Inc. --
http://www.hcahealthcare.com/-- operated 162 hospitals and 106
freestanding surgery centers, including eight hospitals and eight
freestanding surgery centers operated through equity method joint
ventures.

                           *     *     *

HCA carries Standard & Poor's Ratings Services' 'B+' corporate
credit rating and Moody's Investors Service's B2 Corporate Family
and Probability of Default Ratings.


HCA INC: Seeks to Raise $2.5 Billion in IPO
-------------------------------------------
HCA Inc. on May 7, 2010, filed with the Securities and Exchange
Commission a registration statement on Form S-1 with respect to a
proposed initial public offering of its common stock.  The Company
currently estimates that the gross proceeds it will receive from
the sale of shares of its common stock sold by it in that
offering, excluding the underwriters' option to purchase
additional shares, will be $2.5 billion.

The Company intends to use the anticipated net proceeds to repay
certain of its existing indebtedness, as will be determined prior
to the initial public offering, and for general corporate
purposes.

The proposed underwriters are:

     * Merrill Lynch, Pierce, Fenner & Smith Incorporated;
     * Citigroup Global Markets Inc.;
     * J.P. Morgan Securities Inc.;
     * Barclays Capital Inc.;
     * Credit Suisse Securities (USA) LLC;
     * Deutsche Bank Securities Inc.;
     * Goldman, Sachs & Co.;
     * Morgan Stanley & Co. Incorporated;
     * Wells Fargo Securities, LLC

Merrill Lynch, Citigroup and JPMorgan Securities are acting as
representatives of each of the underwriters.

A full-text copy of the shelf-registration statement is available
at no charge at http://ResearchArchives.com/t/s?61ea

As of March 31, 2010, Nashville, Tenn.-based HCA Inc. --
http://www.hcahealthcare.com/-- operated 162 hospitals and 106
freestanding surgery centers, including eight hospitals and eight
freestanding surgery centers operated through equity method joint
ventures.

As of March 31, 2010, HCA's balance sheet reflected cash and cash
equivalents of $388 million, total debt of $26.855 billion, total
assets of $24.091 billion, and stockholders' deficit of
$9.298 billion.

                           *     *     *

HCA carries Standard & Poor's Ratings Services' 'B+' corporate
credit rating and Moody's Investors Service's B2 Corporate Family
and Probability of Default Ratings.


HEALTHSOUTH CORP: Posts $50-Mil. Profit for First Quarter
---------------------------------------------------------
HealthSouth Corporation reported its results of operations for the
first quarter ended March 31, 2010.

The Company reported a net income of $50.5 million on
$491.0 million of net operating revenues for the three months
ended March 31, 2010, compared with a net income of $53.5 million
on $427.9 million of net operating revenues during the same period
a year ago.

The Company's balance sheet for March 31, 2010, showed
$1.7 billion total assets and $2.1 billion total liabilities, for
a $861.9 million total stockholders' deficit.

"The first quarter was another solid quarter for HealthSouth,"
said Jay Grinney, President and Chief Executive Officer of
HealthSouth.  "Despite weather-related disruptions in several
markets, we saw an overall increase in the number of patients
treated and, through better pricing and disciplined expense
management, achieved strong growth across all key, financial
metrics.  Additionally, our development pipeline remains strong,
as evidenced by the recent announcement that we've signed a
definitive agreement to purchase a 50-bed rehabilitation hospital
in Las Vegas.  We are exploring additional development projects
and are on track to achieve our growth objectives for the year."

"The first quarter's strong Adjusted Consolidated EBITDA growth
reduced the Company's leverage ratio and contributed to the
$36 million of growth in cash and cash equivalents on our balance
sheet," said Ed Fay, Senior Vice President and Treasurer of
HealthSouth.  "Based on the trailing four quarters' Adjusted
Consolidated EBITDA, the Company reduced its leverage ratio from
4.3x at the end of 2009 to 4.2x at the end of the first quarter of
2010.  Looking ahead, our strong cash flows will allow us to
continue to improve our capital structure and take advantage of
new growth opportunities."

                           2010 Guidance

In the Company's Current Report on Form 8-K dated February 22,
2010 and related earnings release, the Company provided 2010
guidance which consisted of adjusted income from continuing
operations in the range of $1.60 to $1.70 per diluted share and
Adjusted Consolidated EBITDA in the range of $397 million to
$407 million.  Based on its results for the first quarter of 2010,
the Company expects its 2010 full-year results to be at the higher
end of these guidance ranges.

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

                        About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.


HELLER ERHMAN: Debtors File New Chapter 11 Liquidation Plan
-----------------------------------------------------------
Following criticism from major secured creditors, debtors and
unsecured creditors for the defunct Heller Ehrman LLP filed a new
Chapter 11 plan of liquidation and disclosure statement that spell
out the money Heller has on hand to pay a host of fees, Bankruptcy
Law360 reports.

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

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


HICKS SPORTS: MLB Commissioner Threatens to Revoke Creditor Liens
-----------------------------------------------------------------
According to Daniel Kaplan at Street & Smith's Sports Business
Journal, sources said last week that Major League Baseball
Commissioner Bud Selig has warned the creditors of the Texas
Rangers owner that he could revoke their liens on the franchise if
they do not approve the long-pending and controversial sale of the
club.  In response, the sources said, creditors representing 95%
of the debt voted last Tuesday to reject the deal.

According to Sports Business Journal, Mr. Selig's warning, which
creditor sources said sent shock waves through the sports finance
world, came in the form of a letter sent via e-mail on April 30.
The letter, described by four sources, set 5 p.m. last Tuesday as
a deadline to accept or reject the proposed sale.  MLB officials
did not return calls seeking comment, the report notes.

The report notes sources late last month said MLB was considering,
among other options, seizing the Rangers franchise as a way to
facilitate the sale.  According to the report, Mr. Selig's letter
suggests an action that would be a step further, invalidating
existing loan agreements under the "best interests of baseball"
rule that gives the commissioner wide powers.

The report further explains that while the creditors would still
be paid back something from the proceeds of a subsequent franchise
sale, the commissioner by taking this route would be blocking the
lenders' right to stop the sale and have a say in their payments.

According to the report, one source said many of the roughly 40
lending institutions, which are owed $525 million, are already
clamoring to file an involuntary bankruptcy petition on behalf of
the Rangers.  That document is ready to be filed, sources said.

As reported by the Troubled Company Reporter on April 23, 2010,
T.R. Sullivan at MLB.com reported that Tom Hicks, who controls the
Texas Rangers, said the sale of the Rangers to a group headed by
Pittsburgh sports attorney Chuck Greenberg is at an "impasse"
until the deal is completed with the lending institutions that
hold the debt on Hicks Sports Group.

The Company missed a $10 million quarterly interest payment on
March 31, 2009, triggering the default notice.

                        About Hicks Sports

Hicks Sports Group -- http://www.hickssportsgroup.com/-- was
formed in 1999 as a sports and entertainment holding company
controlled by Thomas O. Hicks.  Prior to the formation of HSG, Mr.
Hicks acquired the Dallas Stars in 1996 and then acquired the
Texas Rangers from the George W. Bush/Edward W. Rose partnership
in 1998.  HSG was formed to oversee the Hicks family's sports
teams, as well as the Hicks family's sports-related real estate
developments.

In a joint venture with an affiliate of the Dallas Mavericks, HSG
owns a 50% stake in Center Operating Company, the group that
manages and leases the American Airlines Center, which is home to
the Dallas Stars and the Dallas Mavericks NBA team.  Further, HSG
operates Hicks Sports Marketing Group, an entity formed in 2006 to
represent sports branding opportunities and corporate sponsorships
for HSG, most notably for the Stars, the Rangers, and real estate
projects related to Hicks' sports venues.  HSG has an interest in
eight Dr. Pepper StarCenter facilities, including the StarCenter
in Frisco, Texas, that serves as the practice facility for the
Dallas Stars, and owns approximately 40 acres surrounding the Dr.
Pepper/7 Up Ballpark in Frisco, which is designated for future
mixed-use development.  In Arlington, HSG is involved in the
development of over 100 acres, as an exciting mixed-use
development focused on restaurants and entertainment, planned
between the Rangers Ballpark in Arlington and the new Dallas
Cowboys Stadium.


H.R.S. HOTELS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: H.R.S. Hotels Corporation
        4150 Kings Street
        Cocoa, FL 32926

Bankruptcy Case No.: 10-07864

Chapter 11 Petition Date: May 7, 2010

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

Debtor's Counsel: Prabodh C. Patel, Esq.
                  Straus & Patel, PA
                  118 West Orange Street
                  Altamonte Springs, FL 32714
                  Tel: (407) 331-5505
                  Fax: (407) 331-6308
                  E-mail: lpather@strauspatel.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-07864.pdf

The petition was signed by Krishan Chhabra, president/director.


INN AT MISSOURI: Section 341(a) Meeting Scheduled for June 2
------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of Inn at
Missouri Research Park, LLP's creditors on June 2, 2010, at 3:00
p.m.  The meeting will be held at 111 South Tenth Street, Sixth
Floor, Suite 6.365A, St. Louis, MO 63102.

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.

St. Louis, Missouri-based Inn at Missouri Research Park, LLP, dba
Wingate by Wyndham Hotel, filed for Chapter 11 bankruptcy
protection on May 3, 2010 (Bankr. E.D. Mo. Case No. 10-44907).
David M. Dare, Esq., at Herren, Dare & Streett, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


INN AT MISSOURI: Taps Herren Dare as Bankruptcy Counsel
-------------------------------------------------------
Inn at Missouri Research Park, LLLP, has asked authorization from
the U.S. Bankruptcy Court for the Eastern District of Missouri to
employ the Law Firm of Herren, Dare & Streett as bankruptcy
counsel.

Herren Dare will, among other things:

     a. prepare applications, notices, orders, adversary
        proceedings and other legal papers;

     b. assist the Debtor in effectuating a Plan of Reorganization
        and Disclosure Statement;

     c. assist the Debtor in overseeing the Debtor's continued
        operation of its business and management of its property;
        and

     d. advise the Debtor with respect to the possible
        subordination of claims.

Herren Dare will be paid $240 per hour for its services.

David M. Dare, an attorney at Herren Dare, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

St. Louis, Missouri-based Inn at Missouri Research Park, LLP, dba
Wingate by Wyndham Hotel, filed for Chapter 11 bankruptcy
protection on May 3, 2010 (Bankr. E.D. Mo. Case No. 10-44907).
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


JUDY ANN KEETER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Judy Ann J. Keeter
        aka Judy Ann Keefer
        aka Judy Ann Jean Keeter
        dba J J Properties Management
        dba A24 Restore
        P.O. Box 440413
        Jacksonville, FL 32222

Bankruptcy Case No.: 10-03970

Chapter 11 Petition Date: May 9, 2010

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

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

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-03970.pdf

The petition was signed by Judy Ann J. Keeter.


KNIGHT-CELOTEX: Ill. Judge Decides Venue Question for N.H. Case
---------------------------------------------------------------
WestLaw reports that the United States Bankruptcy Court for the
Northern District of Illinois, as the court in which still-pending
bankruptcy cases were first filed by certain affiliated limited
liability companies, had jurisdiction to decide whether a
bankruptcy case filed in New Hampshire by the debtor-LLCs'
principal should be transferred to the Northern District of
Illinois, as the proper venue for the debtor-principal's related
case.  The motion to transfer venue did not have to be filed with
the New Hampshire bankruptcy court where the principal's Chapter 7
case was pending, but could be filed in the Northern District of
Illinois, as the site of first-filed bankruptcy case by any
affiliated debtor.  In re Knight-Celotex, LLC, --- B.R. ----, 2010
WL 1704742 (Bankr. N.D. Ill.).

Knight-Celotex, LLC, and Knight Industries I LLC filed voluntary
chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 09-11200 and
09-12219) on April 6, 2009.  On June 11, 2009, the Debtors' cases
were converted Chapter 7 liquidation proceedings and Barry A.
Chatz at Arnstein & Lehr LLP in Chicago was appointed as the
Chapter 7 trustee for the Debtors' estates.


KRATOS DEFENSE: Moody's Changes Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service revised Kratos Defense & Security
Solutions, Inc.'s Corporate Family and new senior secured note
ratings to B3 from B2.  At the same time, Kratos's liquidity
rating was left unchanged at SGL-3, designating adequate
liquidity.  The outlook remains stable.

The actions follow the company's decision to increase the size of
its note issue to $225 million from $200 million with incremental
proceeds to be retained initially as balance sheet cash.  The
rating change reflects Moody's view that the additional capital
could ultimately facilitate an accelerated acquisition strategy
before Gichner Holdings is fully integrated, as well as modest
incremental debt to EBITDA and higher fixed charges.

Initial ratings for Kratos were predicated on a capital structure
with a proposed $200 million senior secured note offering.  The
higher amount of the issuance would push pro-forma debt/EBITDA to
5.5 times and EBITA/interest to about 1.7 times.  The liquidity
profile will benefit from an additional amount of pro forma cash
holdings which could total approximately $38 - 39 million.
Nonetheless, Moody's focus is on the additional uncertainty of how
and when these resources may ultimately be deployed which is seen
as accentuating acquisition integration risks.  For further detail
please see Moody's press release dated May 3 and Credit Opinion
dated May 6.

Ratings changed:

* Corporate Family Rating to B3 from B2
* Probability of Default Rating to B3 from B2
* Senior Secured Notes to B3 (LGD-4, 54%) from B2 (LGD-4, 54%)

The last rating action was on May 3, 2010, at which time initial
ratings were assigned.

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


LA BOTA: Gets Court's Nod to Hire Hughes Watters as Bankr. Counsel
------------------------------------------------------------------
La Bota Development Company, Inc., and Laredo Rock Tech Sand and
Gravel, LP, sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Hughes Watters Askanase, LLP, as bankruptcy counsel.

Hughes Watters will, among other things:

     (a) render bankruptcy related legal advice to the Debtor
         regarding their continued operation and management of
         cash and property;

     (b) assist in the preparation of applications, notices,
         motions, answers, orders, reports, schedules, statement
         of affairs, and other legal papers;

     (c) assist the Debtor in the negotiation and formulation of
         plans of reorganization and the preparation of a
         disclosure statements; and

     (d) assist the Debtor in preserving and protecting the
         Debtor's estate.

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

         Wayne Kitchens                $395
         Steven Shurn                  $350
         Simon Mayer                   $185

Wayne Kitchens, a partner at Hugest Watters, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Sugar Land, Texas-based La Bota Development Company, Inc., filed
for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. S.D.
Texas Case No. 10-20376).  Steven Douglas Shurn, Esq., at Hughes
Watters and Askanase, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


LAS VEGAS MONORAIL: Ambac Appeals Denial of Ch. 9 Conversion
------------------------------------------------------------
Ambac Assurance Corp. of Wisconsin its regulator, the Office
of the Commissioner of Insurance for the State of Wisconsin,
appealed an April 26 bankruptcy court ruling that found the Las
Vegas Monorail is not a government agency, reports Steve Green at
Las Vegas Sun.

According to the report, a bankruptcy judge declined to convert
the Company's case to a Chapter 9 case.  Ambac Assurance had
argued that the Company's Chapter 11 case should not be allowed to
proceed and demanded the case be dismissed.

Ambac filed its notice of appeal of the April 26 order denying its
motion to dismiss LVMC's Chapter 11 case in the U.S. Bankruptcy
Court for the District of Nevada.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


LATSHAW DRILLING: Can Use Lehman Commercial's Cash Until June 4
---------------------------------------------------------------
The Hon. Dana L. Rasure of the U.S. Bankruptcy Court for the
Northern District of Oklahoma authorized, for the third time,
Latshaw Drilling Company, LLC, and Latshaw Drilling & Exploration
Company, Inc., to use their prepetition lenders' cash collateral
not to exceed the total amount of $6,182,475 until June 4, 2010.

The Debtors' prepetition lenders consist of Lehman Commercial
Paper Inc., Ableco Finance LLC and A3 Funding L.P.

In the event that the Debtors and the lenders do not agree to
extend the use period and termination date beyond June 4, 2010, a
hearing will be held on May 26, 2010, at 1:30 p.m. to determine
whether the Debtors will be authorized to use the cash collateral
beyond the use period and the termination date.

The Debtors' use of the cash collateral will be limited to the
actual and necessary expenditures required to pay the ordinary
operating expenses.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders:

   -- replacement liens, subject to the payment of the U.S.
      Trustee fees and a carve-out;

   -- superpriority administrative claims; and

   -- monthly payments to LCPI and to Ableco of an amount equal to
      interest at the non-default contract rate of interest
      provided under the credit agreement.

As additional adequate protection to the lenders, the Debtors will
continue to maintain insurance coverage with insurance policies
reflecting the lenders as loss payees.

The Debtors also related that the value of the tangible personal
property subject to the security interests of the lenders is
substantially in excess of the prepetition indebtedness.
Specifically, the Debtors contend that as of the petition date the
current auction sale liquidation value of its drilling rigs and
spare parts is in excess of $100,000,000, and that the value of
their accounts receivable is at least $5,580,000, that the lenders
are oversecured.  The Debtors assert that the total value of their
assets on a going concern basis is $193,000,000.  Lenders disagree
with the Debtors' valuation and reserve all of their rights with
respect to these issues.

Tulsa, Oklahoma-based Latshaw Drilling Company LLC filed for
Chapter 11 bankruptcy protection on November 11, 2009 (Bankr. N.D.
Okla. Case No. 09-13572).  Mark A. Craige, Esq., at
MorrelSaffaCraige, PC, assists the Company in its restructuring
effort.  The Company listed $193,549,066 in assets and
$77,940,788 in liabilities in its petition.


LE-NATURE'S INC: Seeks $1.5 Bil. in Damages From Wachovia Bank
--------------------------------------------------------------
Richard Gazarik at Tribune Review reports that March Kirschner,
trustee of LeNature's Inc., sued Wachovia Bank seeking
$1.5 billion in damages alleging the bank aided in an $806 million
scheme that forced the company into bankruptcy, and led to
parallel civil and criminal investigations.

BDO Seidman, K&L Gates, Ernest & Young, and Pascarella & Wiker has
been named defendants in the civil litigation, Mr. Gazarik notes.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEARNING CARE: Moody's Withdraws 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Learning
Care Group (US) No. 2 Inc. for business reasons.  The company did
not issue the $265 million of proposed senior secured notes that
Moody's rated on February 23, 2010.  Instead, the company issued
debt via a private placement transaction.  Proceeds from the debt
placement were used to fully redeem the senior secured term loan.

These ratings were withdrawn:

* Corporate Family Rating at B3;

* Probability-of-Default Rating at B3;

* $265 million senior secured notes at B2 (LGD3, 37%);

* Senior secured revolving credit facility due 2013 at Ba3 (LGD2,
  24%);

* Senior secured term loan B due 2015 at Ba3 (LGD2, 24%).

The last rating action was on February 23, 2010, when Moody's
assigned a B2 rating to the $265 million of proposed senior
secured notes and affirmed the B3 corporate family rating.

Learning Care Group (US) No. 2 Inc., based in Novi, Michigan, is
the second largest provider of for-profit child care and early
education services in the United States, including outside school
hours care.


LEHMAN BROTHERS: Settlement with Fenway Capital Approved
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lehman Brothers
Holdings Inc. won approval of a settlement with Fenway Capital
LLC.  Lehman agreed to buy back assets under a repurchase
agreement with Fenway, terminate the repurchase agreement, and
cancel a commercial paper program.  The assets in the repo
transaction include $1 billion in loans to SunCal Cos., a
California developer where Lehman is a part-owner and lender.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: ISDA Setoff Dispute Going Up on Appeal
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Swedbank AB is
appealing a May 5 ruling in the Lehman Brothers Holdings Inc. case
where U.S. Bankruptcy Judge James M. Peck held that an ISDA
agreement doesn't allow setting off a post-bankruptcy deposit
against a pre-bankruptcy debt.

Bloomberg recounts that after the Chapter 11 filing, $11.7 million
was deposited into Lehman's account at the Stockholm-based bank.
Relying on the ISDA agreement, Swedbank claimed it was entitled to
set the $11.7 million in deposits off against $32 million Lehman
owed from before bankruptcy.

Judge Peck, according to the report, said there could be no valid
right of setoff because required "mutuality" was lacking.  Judge
Peck cited cases saying that the company after bankruptcy is
considered a different entity from the pre-bankruptcy company.
Thus, debts from before bankruptcy cannot be set off against
credits after bankruptcy.

Bloomberg reports that Swedbank already filed a notice of appeal.
The bank evidently will argue that setoff is permitted by 2005
amendments to bankruptcy law covering so-called safe-harbor
provisions for swap agreement.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVI STRAUSS: Inks Purchase Agreement with Merrill Lynch
--------------------------------------------------------
Levi Strauss & Co. entered into a purchase agreement with Merrill
Lynch International and Banc of America Securities LLC to sell
EUR300 million aggregate principal amount 73/4% Senior Notes due
2018 and $525 million aggregate principal amount 75/8% Senior
Notes due 2020 of the Company in accordance with a private
placement conducted pursuant to Rule 144A and Regulation S under
the Securities Act of 1933.

                     About Levi Strauss & Co.

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

As of February 28, 2010, the Company's balance sheet showed total
assets of $2.9 billion and total liabilities of $3.1 billion,
resulting in a stockholders' deficit of $265,455,000.

                           *     *     *

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

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

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

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


LIONS GATE: Shareholders Confirm "Poison Pill" Plan
---------------------------------------------------
Lionsgate said Wednesday its shareholders have confirmed the
Shareholder Rights Plan at the Company's Special Meeting of
Shareholders.  Of votes cast, 58,871,449 shares or 55.7% voted for
the Shareholder Rights Plan, while 46,750,037 shares or 44.3% of
shareholders voted against the Shareholder Rights Plan.  Excluding
the votes submitted by Carl Icahn and certain of his affiliated
entities 58,871,449 shares or 70.4% voted in favor of the
Shareholder Rights Plan, while 24,772,848 shares or 29.6% of
shareholders voted against.  At the Special Meeting, shareholders
representing 107,249,464 or 90.9% cast votes on the proposal.

The Company stated, "The Board and management team thank Lionsgate
shareholders for their support throughout this process.  Today's
outcome demonstrates that Lionsgate shareholders are serious about
protecting the value of their investment in the Company from
financially inadequate, opportunistic and coercive offers such as
the one made by the Icahn Group.

"We urge shareholders to continue to reject the Icahn Group's
offer by NOT tendering their shares, and for those who have, to
withdraw them.  The Company's Board of Directors believes that the
Icahn Group's unsolicited offer to purchase up to all of the
common shares of Lionsgate for US$7.00 per share is financially
inadequate, opportunistic and coercive and is not in the best
interest of Lionsgate, its shareholders or other stakeholders."

The Company continues to evaluate all of its alternatives with
regard to the British Columbia Securities Commission's decision to
cease trade the Lionsgate Shareholder Rights Plan.

"We are committed to increasing the value of the Company for the
benefit of all of our shareholders and we remain focused on
executing our strategy and taking advantage of Lionsgate's world-
class media platform that leverages creation, production and
distribution across diverse channels."

Morgan Stanley & Co. Incorporated is serving as financial advisor
to Lionsgate and Heenan Blaikie LLP is serving as legal advisor.
Perella Weinberg Partners LP is serving as financial advisor to
the Special Committee of the Lionsgate Board of Directors and
Wachtell, Lipton, Rosen & Katz is serving as U.S. legal advisor
and Goodmans LLP is serving as Canadian legal advisor.

                     About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is a leading, diversified independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.  The
Lions Gate brand name is synonymous with original, cutting edge,
quality entertainment in markets around the world.

As reported by the Troubled Company Reporter on March 10, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Lions Gate to negative from stable.  At the same time, S&P
affirmed ratings on Lions Gate, including the 'B-' corporate
credit rating.

Lions Gate carries Moody's "B2" corporate family rating and
probability of default rating.


MAGIC BRANDS: U.S. Trustee Forms 5-Member Creditors Committee
-------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of Magic Brands, LLC.

The Creditors Committee members are:

1. Pepsi-Cola North America
   Attn: Chad New
   1100 Reynolds Boulevard
   Winston-Salem, NC 27105
   Tel: (336) 896-5781
   Fax: (336) 896-6287

2. U.S. Foodservice, Inc.
   Attn: Claudia Regen, Esq.
   9399 West Higgins Road, Suite 600
   Rosemont, IL 60018
   Tel: (847) 720-2442
   Fax: (480) 293-2706

3. Marcelo and Berna Montalvan

4. White Marsh General Partnership
   Attn: Julie Minnick Bowden
   110 North Wacker Drive
   Chicago, IL 60606
   Tel: (312) 960-2707
   Fax: (312) 442-6374

5. P & D Realty Company LLC
   Attn: Richard H. McNutt
   4875 Lakeway Drive
   Duluth, MN 55811
   Tel: (239) 481-5099 (Nov. through May)
        (218) 729-0206


Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       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.


MERIDIAN RESOURCE: Completes Merger with Alta Mesa
--------------------------------------------------
Alta Mesa Holdings, LP disclosed the completion of its merger with
Meridian Resource Corporation.  Approximately 67.6% of Meridian's
outstanding shares were voted in favor of the merger.  Under the
terms of the merger agreement, Meridian's pre-closing stockholders
are entitled to receive $0.33 in cash for each share of common
stock that they owned immediately prior to the effective time of
the merger.  Pre-closing stockholders who held shares through a
bank or broker will not have to take any action to have their
shares converted into cash, as such conversions will be processed
with the paying agent by the bank or broker.  Letters of
transmittal allowing Meridian's pre-closing registered
stockholders of record to deliver their shares to the paying agent
in exchange for payment of the merger consideration will be
distributed shortly.  With the closing of the transaction, The
Meridian Resource Corporation (TMR) stock will no longer trade on
the NYSE and will be delisted.

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.


MESA AIR GROUP: Gets Nod for Deloitte as Tax Consultant
-------------------------------------------------------
Mesa Air Group Inc. and its units sought and obtained the Court's
authority to employ Deloitte Tax LLP as their tax service provider
to perform tax compliance and tax consulting services, nunc pro
tunc the Petition Date.

According to the Debtors' President, Michael J. Lotz, the
retention of Deloitte Tax will be in accordance with two
engagement letters -- Tax Compliance Letter and Tax Advisory
Letter -- each dated January 21, 2010, between the Debtors and
the firm, and as may be agreed to by the parties.

The Debtors anticipate that Deloitte Tax will render certain tax
services as deemed appropriate and feasible by the parties,
including:

  (a) Preparation of September 30, 2009 federal and state income
      tax returns for Mesa Air Group, Inc. and subsidiaries, and
      preparation of any estimated tax payments for the year
      ending September 30, 2010;

  (b) Tax advisory services for Mesa and its subsidiaries during
      the year January 1, 2010, through December 31, 2010,
      including but not limited to Work Orders as specified in
      the Tax Advisory Letter.  These services may include (1)
      United States federal income tax consulting, (2) multi-
      state tax consulting, (3) employee benefits, and (4)
      international tax consulting.

  (c) Other tax services as may be requested by the Debtors and
      agreed to by Deloitte Tax, including pursuant to separate
      engagement letters.

The Debtors believe that the services to be provided by Deloitte
Tax will not be unnecessarily duplicative of those provided by
any other of the Debtors' professionals.  Deloitte Tax will seek
to coordinate any services performed at the Debtors' request with
the Debtors' other proposed professionals, including Deloitte &
Touche LLP, Imperial Capital LLC, and Pachulski Stang Ziehl &
Jones LLP, as appropriate, to avoid duplication of effort.

Deloitte Tax has been providing services to the Debtors since the
Petition Date in the approximate amount of $13,805 in fees and
related expenses for which, upon approval of its retention, it
will seek to be compensated in its first interim fee application,
Mr. Lotz says.

Mr. Lotz adds that the Debtors have paid Deloitte Tax a total of
approximately $295,750 in the 90 days before the Petition Date.
As of the Petition Date, the Debtors do not owe Deloitte Tax any
amounts for its prepetition services.

According to Mr. Lotz, the Deloitte Tax professional fees for the
preparation of the tax returns, extensions and estimated tax
calculations, other than for services related to assessing the
applicability of the reportable transaction provisions, are
estimated to be approximately $259,750, plus reasonable
out-of-pocket expenses.

The professional fee includes (i) $199,750 for the preparation of
federal and state income tax returns; (ii) $ 10,000 for state
apportionment; (iii) $20,000 for the preparation of federal and
state extensions, including first quarter estimated tax
payments; and (iv) $30,000 for the preparation of federal and
state estimated tax calculations and payment vouchers -- $10,000
per quarter for second, third and fourth quarters.

These estimates are based on a blended rate of $160 per hour and
assume that the tax returns will involve approximately the same
level of complexity as last year's returns.  If Deloitte Tax
finds that there is an increased level of complexity or if
additional services are necessary in order to complete the
returns outlined in the Tax Compliance Letter, Deloitte Tax will
contact the Debtors to discuss the billing arrangement related to
these out-of-scope services.

For the preparation of additional city or state income/franchise
tax returns identified and not listed in the Tax Compliance
Letter, Deloitte Tax's fee will be $1,250 per return.

To the extent delays in receiving the information requested occur
or Deloitte Tax performs additional work in gathering data or
formatting data to the requested manner, the firm will bill for
the additional time at 60% of its current applicable hourly
rates, which are:

        Partner/Principal/Director            $525
        Senior Manager                        $420
        Manager                               $369
        Senior                                $291
        Staff                                 $216

Pursuant to the Tax Advisory Letter, the Deloitte Tax fees for
tax consulting and advisory services, other than for advisory
services, which are the subject of a separate engagement letter
with a different fee arrangement or a Work Order, are based on
the amount of professional time required and 75% of its standard
hourly rates, which vary depending upon the experience level of
the professionals involved, plus reasonable expenses.  The
applicable current discounted hourly rates by level are:

        Partner                               $656
        Senior Manager                        $525
        Manager                               $461
        Senior                                $364
        Staff                                 $270

Deloitte Tax will also seek reimbursement for all necessary and
reasonable related expenses.

As set forth in the Engagement Letters and subject to the terms
and conditions therein, the Debtors also agreed to indemnify
Deloitte Tax and certain related parties from losses directly or
indirectly in connection with, arising out of, based upon, or
related to the engagement of Deloitte Tax under the Engagement
Letters, Mr. Lotz informs the Court.

Tiffany Young, a partner at Deloitte Tax, relates that from time
to time, Deloitte Tax or its affiliates have provided, currently
provide, or may provide services and likely will continue to
provide services, to certain creditors of the Debtors and various
other parties potentially adverse to the Debtors in matters
unrelated to these Chapter 11 cases.

Ms. Young discloses that the firm has certain relationships with
certain of the Debtors' largest secured or unsecured creditors or
interest holders, and Pachulski Stang Ziehl & Jones LLP, the
Debtors' counsel in matters unrelated to the Debtors' cases.  The
entities include:

    * AAR Corporation,
    * Bank of Hawaii Leasing, Inc. and its affiliates,
    * Deutsche Bank and its affiliates,
    * Embraer and its affiliates, and
    * Raytheon Aircraft Credit Corporation and its affiliates.

Ms. Young informs the Court that certain financial institutions
or their affiliates, including Wells Fargo/Wachovia Bank, are
lenders to Deloitte Tax or its affiliates.  Deloitte Tax is a
guarantor of certain of the indebtedness.  Certain of these
financial institutions have also financed a portion of the
capital or capital loan requirements of various partners and
principals of Deloitte Tax and its affiliates.

Deloitte & Touche LLP, an affiliate, or its affiliates have
provided and may continue to provide professional services to the
Debtors, including post-bankruptcy services pursuant to a
separate retention application, Ms. Young adds.

Deloitte Tax is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code.  The firm neither holds
nor represent an interest adverse to the Debtors and their
estates with respect to the matters on which it is to be
retained, Ms. Young attests.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR GROUP: Proposes Deloitte & Touche as Auditor
-----------------------------------------------------
Mesa Air Group Inc. and its units seek the Court's authority to
employ Deloitte & Touche LLP as their independent auditor and
accountant, nunc pro tunc to the Petition Date.

According to Michael J. Lotz, the Debtors' president, the
retention of Deloitte & Touche will be in accordance with the two
engagement letters, each dated January 8, 2010, between the firm
and the Debtors.  As Independent Auditor and Accountant, the
firm's duties include:

  (a) Audit of the financial statements of Mesa Air Group, Inc.
      and subsidiaries for the year ending September 30, 2010,
      and reviews of interim financial information;

  (b) Audit of financial statement of Mesa Air's 401(k) Plan
      financial statements for the year ended September 30,
      2009, in accordance with the standards of the Public
      Accounting Oversight Board and auditing standards
      generally accepted in the United States of America; and

  (c) Other related or similar services as may be requested by
      the Debtors and agreed to by Deloitte & Touche, including
      pursuant to separate engagement letters.

Deloitte & Touche will seek to coordinate any services performed
at the Debtors' request with the other retained professionals,
including Deloitte Tax LLP, Imperial Capital LLC, and Pachulski
Stang Ziehl & Jones LLP, as appropriate, to avoid duplications of
effort.

Mr. Lotz informs the Court that, at the Debtors' request,
Deloitte & Touche has been providing necessary services since the
Petition Date, and the Debtors have incurred fees and related
expenses in the approximate amount of not less than $10,000, as
of April 28, 2010, for which the firm will seek to be compensated
in accordance with the fee application process.

Deloitte & Touche's integrated audit and the reviews of the
related interim financial information will be billed at an hourly
rate of $200.  Related expenses incurred will also be billed for
reimbursement.

In the event the time necessary for Deloitte & Touche to complete
the integrated audit and the reviews of the related financial
information is more than the estimate of $1,070,000 provided
under the Engagement Letters, this hourly fee structure will be
used:

       Partner/Principal/Director     $350 - $450
       Senior manager/Manager         $300 - $400
       Senior                         $200 - $250
       Staff                          $150 - $200

Pursuant to the 401(k) Plan Audit Letter, Deloitte & Touche
estimates that its fees will be approximately $45,000 and
$55,000.  For these services, the firm will bill at an hourly
rate of $200, plus reasonable expenses not exceeding $5,000.  To
the extent that certain circumstances arise during the
engagement, additional fees may be necessary.  The firm will
immediately notify the Debtors of any circumstances it encounters
that could significantly affect its estimate and discuss with the
Debtors any additional fees, as necessary.

As of the Petition Date, the Debtors do not owe Deloitte & Touche
any amounts for prepetition services.  The Debtors have paid the
firm $546,718, in the 90 days before the Petition Date, Mr. Lotz
tells the Court.

Robert P. Gordon III, a partner at Deloitte & Touche, says that,
from time to time, the firm or its affiliates have provided,
currently provide or may provide services to certain creditors
and various other parties potentially adverse to the Debtors in
matters unrelated to these Chapter 11 cases.

In addition, certain of these creditors, parties in interest,
attorneys or accountants have or may have provided goods or
services to, currently provide or may in the future provide goods
or services to Deloitte & Touche or its affiliates in matters
unrelated to these bankruptcy cases, Mr. Gordon continues.

These entities include Wells Fargo Equipment Finance and its
affiliates; Wachovia Bank; AAR Corporation; Bombardier, Inc. and
its affiliates; Embraer and its affiliates; Raytheon Aircraft
Credit Corporation and its affiliates; Ritz Hotel Management
Corp.; Rolls-Royce and its affiliates; and US Bank N.A. and its
affiliates.

Deloitte & Touche is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code.  The firm neither holds
nor represented an interest adverse to the Debtors and their
estates.  It has no connection to the Debtors, their significant
creditors or to certain other parties in interest in these
Chapter 11 cases, Mr. Gordon attests.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR GROUP: Proposes PwC as Tax Advisor
-------------------------------------------
Mesa Air Group Inc. and its units seek approval from the
Bankruptcy Court to employ PricewaterhouseCoopers LLP as their tax
advisor, nunc pro tunc to April 15, 2010.

According to Michael J. Lotz, the Debtors' president, PWC will
provide tax advisory services with respect to state and local tax
planning or reporting matters, including research, discussions,
preparation of memoranda and attendance at meetings relating to
these matters.

The Debtors also seek PWC's services with respect to the Denver
sales, use and occupational tax audit of Mesa Airlines Inc. and
Mesa Air Group Inventory Management for the period January 1,
2005, through December 31, 2007.  PWC will not use independent
contractors to perform services under its December 18, 2009
engagement letter with the Debtors, Mr. Lotz says.

He adds that PWC will seek to coordinate any services performed
at the Debtors' request with the other professionals, including
Deloitte Tax LLP, Imperial Capital LLC, and Pachulski Stang Ziehl
& Jones LLP, as appropriate, to avoid duplication of effort.

PWC's services will be billed at these hourly rates:

       Partners                              $595
       Directors                             $400
       Managers                              $300
       Senior associates                     $225
       Associates                            $170
       Administrative personnel               $90

For Denver audit services, PWC estimates that its fees will be
between $28,000 and $32,000.  If unforeseen circumstances cause
PWC to exceed this estimate, the firm will seek approval from the
Debtors for the additional fees before the services are rendered.

The firm will also be reimbursed for all necessary and reasonable
out-of-pocket expenses.

Mr. Lotz discloses that, in the year before the Petition Date,
the Debtors paid PWC approximately $6,150 for fees and expenses
pursuant to terms of prior engagements.  As of the Petition Date,
PWC did not hold a prepetition claim against the Debtors for
services rendered or reimbursable fees in connection with the
engagement.

The Debtors have also agreed to indemnify PWC and certain related
parties from losses directly or indirectly in connection with,
arising out of, based upon, or related to the engagement under
the Engagement Letter.

Alan D. Floria, a partner at PWC, informs the Court that, from
time to time, the firm and its affiliates have provided,
currently provide or may provide services to certain creditors of
the Debtors and various other parties potentially adverse to the
Debtors in matters unrelated to these Chapter 11 cases.

Certain of these creditors, parties-in-interest, attorneys or
accountants have or may have provided goods or services,
currently provide, or may in the future provide goods or services
to PWC or its affiliates in matters unrelated to these bankruptcy
cases, Mr. Floria adds.

These entities include Bombardier, Inc.; Bombardier Services
Corp.; Citibank; Citicorp North America; Raytheon Aircraft Credit
Corporation; United Air Lines, Inc.; U.S. Bank, N.A.; Bank of
Ireland; Bank of Scotland; EMBRAER - Empresa Brasileira de
Aeronautica S.A.; and Rolls-Royce Corporation.

PWC is a disinterested person within the meaning of Section
101(14) of the Bankruptcy Code.  The firm neither holds nor
represented an interest adverse to the Debtors and their estates,
and has no connection to the Debtors, their significant creditors
or to certain other parties in interest in these Chapter 11
cases, Mr. Floria attests.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MID-ARK LUMBER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mid-Ark Lumber, Inc.
        P.O. Box 2070
        Glenwood, AR 71943

Bankruptcy Case No.: 10-72447

Chapter 11 Petition Date: May 7, 2010

Court: United States Bankruptcy Court
       Western District of Arkansas (Hot Springs)

Debtor's Counsel: Basil V. Hicks, Jr., Esq.
                  P.O. Box 5670
                  N. Little Rock, AR 72119-5670
                  Tel: (501) 301-7700
                  Fax: (501) 301-7999
                  E-mail: basil.hicks@comcast.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/arwb10-72447.pdf

The petition was signed by Scott Thomason, owner.


MON VIEW: Can Sell Mathies Mine to Massey Energy for $3.5MM
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized Mon View Mining Company to sell 1,286 acres known as
the Mathies Mine in Washington County, Pennsylvania, to Massey
Energy for $3.5 million.

As reported in the Troubled Company Reporter on May 6, 2010,
Massey Energy will pay in these installments:

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

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

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

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

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

The bid also provides for $1,500,000 to be paid in royalties from
the mining of coal to a reclamation fund with the DEP.

The Debtor computes that the total value of Massey's bid to the
estate is $3,750,000.

The Debtor has an offer in hand that it values at $1,225,000 for
its remaining assets after the Massey Sale Transaction.

About Mon View Mining Company

Headquartered in Finleyville, Pennsylvania, Mon View Mining
Company filed for Chapter 11 protection on Nov. 22, 2005
(Bankr. W.D. Pa. Case No. 05-50219).  Donald R. Calaiaro, Esq. at
Calaiaro & Corbett, P.C., assists the Debtor in its restructuring
effort.  When the Debtor filed for protection from its creditors,
it estimated $24,001,883 in assets and $10,545,140 in debts.


MONDRIAN TTL: Files for Chapter 11 in Phoenix
---------------------------------------------
Mondrian TTL LLC filed for Chapter 11 protection (Bankr. D. Ariz.
Case No. 10-14140) on May 9 when it was unable to refinance a
matured $62.7 million mortgage owing to KeyBank NA.

Bill Rochelle at Bloomberg News reports that Mondrian is the owner
of the Grigio Tempe Town Lakes apartment project in Tempe,
Arizona.  The project, completed in 2008, is 90% leased.  There is
a $10 million second mortgage owing to the City of Tempe.  Major
liabilities also include an $8.6 million mezzanine debt owing to
Cornerstone Real Estate Advisors LLC.  The project is a
development of Bruce Gray and companies he owns.

The report relates that a forbearance agreement with Keybank
expired in March.  Tenants' rent was being paid into an account
controlled by the Cleveland-based bank.  A court filing says there
is a prospective buyer offering enough to pay off the KeyBank
debt.


MORTGAGES LTD: Investors Sue Greenberg Traurig Over Collapse
------------------------------------------------------------
Investors in the Mortgages Ltd. have filed a putative class action
against Greenberg Traurig LLP, saying a Greenberg partner helped
draft documents that allowed the company to raise money for what
effectively was a Ponzi scheme.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of December 31, 2007, the Debtor had
total assets of $358,416,681 and total debts of $350,169,423.

The Debtor recently emerged from Chapter 11 bankruptcy with an
approved reorganization plan.


MYMON REALTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Mymon Realty Inc.
        334 Canal Street
        New York, NY 10013-2521

Bankruptcy Case No.: 10-12488

Chapter 11 Petition Date: May 7, 2010

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

Judge: Martin Glenn

Debtor's Counsel: Kevin J. Nash, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway
                  22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KJNash@Finkgold.com

Scheduled Assets: $11,018,400

Scheduled Debts: $9,573,706

The petition was signed by Oded Adri, company's president.

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


NAVISTAR INTL: Registers 2.5MM Shares Under 2004 Incentive Plan
---------------------------------------------------------------
Navistar International Corporation has filed with the Securities
and Exchange Commission a Form S-8 Registration Statement under
the Securities Act of 1933 to register 2,500,000 shares of common
stock issuable under Navistar International Corporation 2004
Performance Incentive Plan.  The proposed maximum aggregate
offering price is $127,350,000.

Following the registration of the additional 2,500,000 shares
under the Registration Statement, a total of 5,750,000 shares will
be registered under the 2004 Performance Incentive Plan.

A full-text copy of the Registration Statement filed on April 23,
2010, is available for free http://ResearchArchives.com/t/s?6206

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2010, showed total assets
of $9.12 billion and total liabilities of $10.74 billion,
resulting in a stockholders' deficit of $1.62 billion.

                           *     *     *

As reported by the Troubled Company Reporter on March 22, 2010,
Fitch Ratings revised Navistar's and Navistar Financial Corp.'s
Rating Outlooks to Positive from Negative and affirmed the
companies' long-term Issuer Default Ratings at 'BB-'.  The Outlook
revisions are driven by improvement in the financial profile of
NFC following the signing of an operating agreement with GE
Capital and by NAV's financial performance in the past year.
Historically, Fitch had concerns with NFC's funding,
capitalization, and asset quality performance, but they have been
eliminated or reduced with the new agreement with GECC.

According to the TCR on March 11, 2010, Moody's Investors Service
maintained its B1 long-term rating, SGL-2 Speculative Grade
Liquidity rating and stable outlook for Navistar following the
announcement that GE Capital will become the preferred provider of
retail financing in support of Navistar's truck and bus sales in
the US.  Moody's said Navistar's captive finance operation,
Navistar Financial Corporation, should be relieved of the capital
and liquidity burden necessary to support new retail and lease
originations.  In addition, GE Capital's stronger balance sheet
and superior capital market access relative to that of NFC, should
improve the availability of the financing that can be offered to
retail purchasers of Navistar equipment.

According to the TCR on January 28, 2010, Standard & Poor's
Ratings Services said it revised its outlook on Navistar and
related entities to stable from negative and affirmed its 'BB-'


NEWPORT WOODS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Newport Woods Limited Partnership
        950 Corporate Office Drive
        Suite 300
        Milford, MI 48381

Bankruptcy Case No.: 10-55322

Chapter 11 Petition Date: May 7, 2010

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Debra Beth Pevos, Esq.
                   Tel: (248) 746-2842
                   Fax: (248) 746-2760
                   E-mail: dpevos@swappc.com
                  Wallace M. Handler, Esq.
                   Tel: (248) 746-0700
                   E-mail: whandler@swappc.com
                  Sullivan, Ward, Asher & Patton, P.C.
                  25800 Northwestern Hwy.
                  Suite 1000
                  Southfield, MI 4807

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

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

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

The petition was signed by Daniel D. Armistead, president of
general partner.


NEXCEN BRANDS: To Sell Franchise Business to Levine Leichtman
------------------------------------------------------------
NexCen Brands, Inc. has entered into an agreement to sell its
franchise business to an affiliate of Levine Leichtman Capital
Partners, an independent investment firm with significant
franchise management experience.  The purchase price for the
business is $112.5 million and is subject to a customary closing
working capital adjustment.

Under the terms of the acquisition agreement, LLCP's affiliate,
Global Franchise Group, LLC, will acquire the subsidiaries of
NexCen Brands that own the franchise business assets including all
of NexCen Brand's interest in the Great American Cookies,
MaggieMoo's, Marble Slab Creamery, Pretzelmaker, Pretzel Time, TAF
(The Athlete's Foot) and Shoebox New York, and also will acquire
the Company's franchise management operations in Norcross, Georgia
and its manufacturing facility in Atlanta, Georgia. Closing of the
sale is subject to various conditions, including approval of the
stockholders of NexCen Brands.  The agreement does not provide for
any post-closing indemnities.  The transaction is expected to
close in the third quarter of 2010.

In conjunction with the acquisition agreement, NexCen Brands and
certain of its subsidiaries entered into an agreement with their
lender, BTMU Capital Corporation, under which BTMUCC will accept a
portion of the sale proceeds, at the closing of the transaction,
in full satisfaction of the outstanding indebtedness owed to
BTMUCC.  NexCen Brands will retain the remainder of the sale
proceeds, plus a portion of the cash on hand at closing.  NexCen
Brands and certain of its subsidiaries also entered into an
amendment and waiver agreement with BTMUCC, which includes certain
limited waivers of covenants and obligations in the existing
credit agreement with BTMUCC.  NexCen Brands expects that these
waivers will enable it and its subsidiaries to remain in
compliance with the credit agreement pending completion of the
sale transaction.

The acquired franchise business is expected to be operated by LLCP
through its affiliate as a cohesive, stand-alone business in its
current Georgia location.  The agreement between NexCen Brands and
Global Franchise Group, LLC also provides for management and
personnel of NexCen Franchise Management, Inc. and the
manufacturing facility to continue with the business under its new
ownership.

The transaction represents the culmination of a strategic review
process that NexCen Brands undertook to identify and evaluate
potential alternative approaches to addressing its current debt
and capital structure, led by its investment banker, Rothschild
Inc. NexCen Brand's Board of Directors approved the sale to LLCP's
affiliate for the benefit of all of its stakeholders, taking into
account a range of factors that included the amount of NexCen
Brand's outstanding debt, the current and anticipated value and
performance of its existing business, anticipated future liquidity
needs of the business, the likelihood of future defaults under the
Company's credit agreement and the potential availability of
waivers or other cures for such defaults, alternatives other than
a sale of the franchising business and the potential consequences
of such alternatives for NexCen Brands' stakeholders, and NexCen
Brands' ability to retain a portion of the sale proceeds and cash
on hand for the benefit of other stakeholders.

In order to deliver value to stockholders as promptly as
practicable, the Board of Directors expects to approve, and
recommend to stockholders, the adoption of a plan of dissolution
that, absent the emergence of a higher value alternative, would be
implemented after the closing of the sale transaction.  Subject to
the resolution of existing and contingent liabilities and claims,
as required by Delaware law, it is expected that this will result
in a liquidating distribution to NexCen Brands' stockholders of a
meaningful portion of the retained sale proceeds, although NexCen
Brands cannot yet predict with certainty the timing or amount of
any such distribution.

Kenneth J. Hall, Chief Executive Officer of NexCen Brands, Inc.,
stated, "We believe that this agreement with an affiliate of LLCP,
a firm with a proven track record of success in franchise
management and extensive capital resources, represents the most
favorable option for all of our stakeholders.  We are pleased that
we have entered into an agreement that provides an opportunity to
achieve value for all stakeholders.  We firmly believe that being
a portfolio company of LLCP will provide our brands and
franchisees with a new platform for growth and give our dedicated
employees the opportunity to continue to manage and build these
businesses."

Lauren Leichtman, Chief Executive Officer of LLCP said, "We are
extremely pleased to be acquiring this leading franchise
management business, which is a perfect fit with our portfolio and
industry experience.  We believe that this franchise business will
be able to better capitalize on the many opportunities for
continued expansion under our ownership and as a private company.
We look forward to working with the management team, led by Chris
Dull, as well as with employees and franchisees to provide support
for the operations and help drive future growth."

Chris Dull, President of NexCen Franchise Management, Inc.,
stated, "This transaction provides us with a strong strategic
partner and increased financial flexibility for the franchise
business going forward.  LLCP's capital resources and experience
in the restaurant and retail industry, together with the quality
of our franchise brands, will give us the right platform to
continue to grow our franchise business, execute our strategy and
support our franchisees and employees."

Rothschild Inc. served as financial advisor for NexCen Brands and
Kirkland & Ellis LLP acted as legal counsel to the Company.
Honigman Miller Schwartz and Cohn LLP served as legal counsel for
LLCP.

As reported by the Troubled Company Reporter, NexCen Brands on
March 29 disclosed in a regulatory filing that it is exploring
alternatives to the Company's current debt and capital structure.
NexCen Brands said it has retained an investment bank to assist
the Company with identifying and evaluating strategic
alternatives, including recapitalization of the Company,
restructuring of debt or sale of some or substantially all of the
Company's assets.

NexCen also said it is in discussions with lender BTMUCC regarding
potential alternatives.  BTMUCC's consent is required to proceed
with any strategic transaction or debt restructuring.  As of
December 31, 2009, NexCen had $138.2 million of debt outstanding
with BTMUCC under the parties' credit facility.  The Company said
that absent waivers, a strategic transaction or further
restructuring of its debt, it likely will breach certain covenants
of the BTMUCC Credit Facility in 2010 and likely will fail to meet
a principal payment of $34.5 million due in July 2011 on the debt
as currently structured.

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.


NORTON CLEARWATER: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Norton Clearwater Limited Partnership
        aka Norton Apartments
        fka RSG Family Limited Partnership - Norton
        402 11th Street North
        Naples, FL 34102

Bankruptcy Case No.: 10-10989

Chapter 11 Petition Date: May 7, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Amy Denton Harris, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: aharris.ecf@srbp.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-10989.pdf

The petition was signed by Ronald L. Glas, Barfield Bay Holdings,
Inc. president.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Amberton Apartments, LLC               10-03402    02/18/10

Brentwood Apartments Tampa, LLC        10-03334    02/17/10

Brookside Tampa, LLC                   09-28510    12/15/09

Central Park II, LLC                   10-         02/19/10

Central Park/Vogue Limited Partnership 10-03566    02/19/10

Lincoln Square Lakeland, LLC           10-8756     04/15/10

Oakwood Palmetto, LLC                              05/07/10

Palma Ceia Apartments, LLC             10-00166    01/06/10

River Park Naples Limited Partnership  10-01837    01/28/10

RSG Family - RiverTree Landing         10-03604    02/19/10
Apartments, LLC

RSG Family Limited Partnership-                    05/07/10
Immokalee

Terrace Point Apartments I, LLC        10-7946     04/05/10

Terrace Point Apartments II, LLC       10-7947     04/05/10

Terrace Point Apartments III, LLC      10-7949     04/05/10

The RSG Family Limited Partnership-    10-01843    01/28/10
Gordon River

Woodlawn Apartments Limited                        05/07/10
Partnership


NIGHTHAWK RADIOLOGY: St. Paul Dispute Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service commented that NightHawk Radiology
Holdings Inc.'s B2 corporate family rating and negative outlook
are unaffected by its announcement regarding a possible resolution
to its dispute with St. Paul Radiology, P.A.  The company noted in
its quarterly filing that although the resolution is yet to be
finalized, the current expectation is to receive an up-front
payment of $10 million and ongoing periodic payments totaling
$16 million.  The company also expects to receive a tax refund of
$10 million due to the loss associated with the transaction.  The
proceeds will be used toward debt repayment (as required by
lenders) with $26 million upon close of the transaction and the
remaining $10 million by June 2011.

The last ratings action was on March 11, 2010 when Moody's lowered
NightHawk's corporate family rating to B2.

NightHawk Radiology Holdings Inc. is the leading provider of
professional and business solutions to radiology groups and
hospitals in the United States.  Roughly 75% of revenues are
generated from off-hours preliminary reads of diagnostic images
performed by NightHawk's affiliated radiologists.  For the
trailing twelve month period ended March 31, 2010, the company
reported revenues of approximately $160 million.


NYER MEDICAL: Shareholders Approve Final Liquidating Distribution
-----------------------------------------------------------------
Nyer Medical Group, Inc., disclosed that on May 12, 2010, pursuant
to its previously announced, shareholder-approved Plan of
Dissolution, the Board of Directors of the Company approved a sole
and final liquidating distribution of $2.08 per common share to
holders of the Company's common stock as of record date.  As
previously disclosed, the record date is May 3, 2010.

The Company expects to begin making this distribution on May 20,
2010 (previously disclosed as May 14, 2010) to all stockholders of
record as of the close of business on May 3, 2010, including the
Depository Trust Company, which is the entity that holds the
Company's common stock for stockholders who own shares through a
broker.  In order to receive their pro rata portion of the
distribution, stockholders must present satisfactory evidence of
their share ownership.

As previously disclosed, Nyer is in the process of the orderly
wind down and dissolution of the Company pursuant to the Plan of
Dissolution, which is described more fully in the Company's Proxy
Statement dated December 17, 2009, and is expected to be completed
in approximately 30 days.

Headquartered in Bangor, Maine, Nyer Medical Group Inc. owns 80%
of D.A.W., which does business as Eaton Apothecary and operates a
chain of more than a dozen pharmacy drug stores located in the
greater Boston area.  The Company also operates through
subsidiaries that sell medical equipment and supplies
to wholesalers, physicians, and health care facilities throughout
New England and Florida, as well as on the Internet.


OAKWOOD PALMETTO: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Oakwood Palmetto, LLC
        aka Oakwood Apartments
        aka Oakwood Village Apartments
        fka RSG Family - Oakwood Apartments, LLC
        402 11th Street North
        Naples, FL 34102

Bankruptcy Case No.: 10-10980

Chapter 11 Petition Date: May 7, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Amy Denton Harris, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: aharris.ecf@srbp.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-10980.pdf

The petition was signed by Ronald L. Glas, manager.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Amberton Apartments, LLC               10-03402    02/18/10

Brentwood Apartments Tampa, LLC        10-03334    02/17/10

Brookside Tampa, LLC                   09-28510    12/15/09

Central Park II, LLC                               02/19/10

Central Park/Vogue Limited Partnership 10-03566    02/19/10

Lincoln Square Lakeland, LLC           10-8756     04/15/10

Norton Clearwater Limited Partnership              05/07/10

Palma Ceia Apartments, LLC             10-00166    01/06/10

River Park Naples Limited Partnership  10-01837    01/28/10

RSG Family - RiverTree                 10-03604    02/19/10
Landing Apartments, LLC

RSG Family Limited                                 05/07/10
Partnership - Immokalee

Terrace Point Apartments I, LLC        10-7946     04/05/10

Terrace Point Apartments II, LLC       10-7947     04/05/10

Terrace Point Apartments III, LLC      10-7949     04/05/10

The RSG Family Limited                 10-01843    01/28/10
Partnership - Gordon River

Woodlawn Apartments Limited Partnership            05/07/10


OCEAN PARK HOTELS: Files Chapter 11 in California
--------------------------------------------------
Bloomberg News reports that the owners of TownePlace Suites by
Marriott and the adjoining Courtyard by Marriott hotels in
Thousand Oaks, California, filed Chapter 11 petitions in Woodland
Hills, California.

The filers are Ocean Park Hotels TOY - LLC (Bankr. C.D. Calif.
Case No. 10-15358), and Ocean Park Hotels - TOP LLC (Bankr. C.D.
Calif. Case No. 10-1535).  Both companies said that assets and
debt are more than $10 million.


OSCIENT PHARMA: Hearing on Guardian's Cash Access Set for June 24
-----------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts will consider at a hearing on June 24,
2010, at 11:30 a.m. (EDT), Guardian II Acquisition Corporation's
continued access to cash collateral.  The hearing will be held at
the U.S. Courthouse, 300 State Street, Berkshire Courtroom, Third
Floor, Springfield, Massachusetts.

The Court, in a sixth extension order, authorized Guardian, a
debtor-affiliate of Oscient Pharmaceuticals Corporation, to:

   (i) use cash collateral of Paul Royalty Fund Holdings and U.S.
       Bank National Association, as trustee and collateral agent
       for the prepetition second lien noteholders until June 30,
       2010; and

  (ii) grant adequate protection to the prepetition lenders.

As reported in the Troubled Company Reporter on July 30, 2009,
Guardian told the Court that absent the use of cash collateral, it
will have to cease operations immediately, which will
significantly reduce the value of Guardian's principal asset,
ANTARA.  Also, absent the ability to use cash collateral to pay
Oscient for postpetition services, Guardian will be unable to
continue sales of ANTARA or effect a successful sale of assets or
other reorganization.

As adequate protection for any diminution in value of Paul
Royalty's collateral, the Debtors will grant Paul Royalty a senior
adequate protection liens on all presently owned and hereafter
acquired assets of Guardian to the extent of any diminution in
value of Paul Royalty's security interests.  Paul Royalty will
also be granted an allowed superpriority administrative expense
claim -- junior only to a carve-out for certain expenses --
pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code.

U.S. Bank, as the second lien agent, will be granted junior
adequate protection liens on its collateral, to the extent of any
diminution in value.  It will also have an allowed superpriority
administrative expense claim, junior only to the carve-out and
Paul Royalty's superpriority claim.

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


PARAMOUNT RESOURCES: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit and senior unsecured debt ratings on
Calgary, Alta.-based Paramount Resources Ltd., following the
company's announcement of its C$58.7 million acquisition of
Redcliffe Exploration Inc. The outlook is stable.

The '4' recovery rating on the senior unsecured debt is unchanged,
indicating average (30%-50%) recovery in the event of a default.

"Although S&P expects Paramount will use its available bank lines
to fund this purchase, S&P expects the company to manage the
postacquisition balance sheet remediation consistent with its
previous operating and financial policies," said Standard & Poor's
credit analyst Michelle Dathorne.  "Despite having a small
upstream operating base, Paramount has been able to leverage the
asset value in its portfolio to generate cash, which the company
has then redeployed back into its upstream operations.  S&P does
not expect this strategy to change during S&P's ratings forecast
period," Ms. Dathorne added.

The ratings on Paramount reflect Standard & Poor's opinion of the
company's low reserve life index and its high finding and
development and operating costs.  In S&P's view, the company's
extensive land holdings, which carry the potential for large
(albeit high cost) long-term reserves and production growth,
somewhat mitigate these factors and support the rating.

Paramount is an exploration and production company operating
primarily in the Western Canadian Sedimentary Basin.  Its
properties are predominantly in Alberta, British Columbia, and the
Northwest Territories, as well as North Dakota and Montana in the
U.S. Paramount also owns and operates production facilities and
processing infrastructure in its core operating regions.  The
company holds equity interests in a number of upstream companies
and also owns a small North America-based land drilling rig fleet.
These assets, which Standard & Poor's view as tertiary to the
overall credit profile, do not provide meaningful rating
enhancement; however, S&P factors them into its recovery analysis
and postdefault valuation.

The stable outlook reflects Standard & Poor's expectation that
Paramount will improve its 2010 capital structure and financial
risk profile to ensure that its adjusted debt-to-EBITDA improves
to 3x or less by year-end 2010.  The outlook also reflects S&P's
expectation of some improvement in production economics, as the
company works to build its proven reserve base and arrest full
cycle cost escalation.  A negative rating action could occur if
Paramount is unable to repair its balance sheet from its pro forma
May 2010 levels, and strengthen adjusted debt-to-EBITDA to the
levels specified.  As S&P does not expect a material improvement
in the company's business risk profile beyond what was in effect
in May 2010, a positive rating action during S&P's ratings
forecast period appears unlikely.


PASADENA PLAYHOUSE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Pasadena Playhouse State Theatre of California Inc. sought Chapter
11 protection on May 10 in Los Angeles (Bankr. C.D. Calif. Case
No. 10-28586).  The petition listed assets of $247,000 and debt of
$2.3 million.

The Pasadena Playhouse runs the official theater of the state of
California.

The Playhouse listed assets of $246,961 and debts of $2.3 million
in its Chapter 11 petition, Dow Jones says.  Its largest creditors
include Pasadena's Community Bank, owed nearly $600,000 on two
loans, and the city of Pasadena, owed $49,000 for a loan-guarantee
reimbursement.

The Associated Press reports that executive director Stephen Eich
said Tuesday the playhouse will use the bankruptcy so it can get
its finances in order and reopen.

The theater opened in 1925.  Dow Jones says its stage has been
dark since February, when the Playhouse announced that financial
trouble would cause it to halt its run of live performances and
lay off its staff.

According to Dow Jones, this is the second time the Playhouse has
filed for bankruptcy protection, according to the Pasadena Star-
News.  In 1969, the theater came close to being demolished but was
bailed out by the city, which now leases it to the company that
manages the Playhouse for $1 a year.

The theater filed under Chapter 11 in September 1998.  The case
was dismissed in June 2002.


PATRICK MALONEY: Section 341(a) Meeting Scheduled for June 9
------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Patrick
Maloney and Cynthia Maloney's creditors on June 9, 2010, at
1:30 p.m.  The meeting will be held at 219 South Dearborn, Office
of the U.S. Trustee, 8th Floor, Room 804, Chicago, Illinois 60604.

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

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

Lake Forest, Illinois-based Patrick Maloney and Cynthia Maloney
filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr.
N.D. Ill. Case No. 10-20171).  Richard N. Golding, Esq., at The
Golding Law Offices, P.C., assists the Debtors in their
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


PENN TRAFFIC: Settles Breakup Fee Dispute with Hilco
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Penn Traffic Co.
agreed to pay $50,000 in settlement with Hilco Merchant Resources
LLC over a disputed $300,000 breakup fee.  At a hearing in March,
the bankruptcy judge in Delaware ruled that Hilco wasn't entitled
to the breakup fee.  Hilco appealed.  In consultation with the
creditors' committee, Penn Traffic decided it would be wise to
settle for $50,000 in return for releases.  A hearing on the
settlement is scheduled for June 16.

Bloomberg recounts that Hilco had agreed to liquidate 57 stores
for Penn Traffic.  Before the bankruptcy judge could approve the
agreement, Penn Traffic landed a better offer where Tops Markets
LLC eventually purchased nearly all the stores as a going concern.
Tops paid $85 million cash and structured the acquisition so Penn
Traffic avoided a $72 million claim for pension plan termination.
The Tops sale also avoided a $27 million claim by the principal
supplier.

                        About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Del. Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the
Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petitions: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PLANET ORGANIC: Postpones Shareholder's General Meeting to May 14
-----------------------------------------------------------------
Planet Organic Health Corp. Executive Vice President Darren
Krissie advised that, as part of the Corporation's continuing
effort to restructure its financial affairs under the protection
of the Companies Creditor's Arrangement Act, it brought a motion
on May 12, 2010 to adjourn and postpone the May 14, 2010 Annual
General Meeting of the shareholders.  The motion was heard in part
on May 12, 2010 with the balance of the motion scheduled to be
heard Monday, May 17, 2010.  In order to preserve the status quo
of all parties concerned and affected pending the completion of
the hearing of the motion, the judge ordered the Annual General
Meeting date to be reset pending the completion of the motion and
his ruling on it.  As a result, the Annual General Meeting has
been tentatively reset for Friday, May 21, 2010 subject to the
further decision of the judge after the continuation of the
hearing on Monday, May 17, 2010.  Further particulars concerning
the Annual General Meeting will be clarified after the judge's
decision is received.

The Corporation's operating plans are unaffected by today's
announcement. All retail outlets will continue to operate in
Canada and the U.S. without disruption to existing customers or
employees.

TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.

                      About Planet Organic

Planet Organic Health Corp. is a natural products industry
company, comprising manufacturing and retail.  Planet is listed on
the TSX Venture Exchange as a Tier One company.  Planet operates
nine natural food supermarkets throughout Canada under the Planet
Organic Market banner and eleven natural food supermarkets in the
U.S. under the Mrs Green's Natural Markets banner.  Another Planet
Organic company, Trophic Canada is the country's leading
manufacturer of natural supplements.  The Company has a total of 9
stores throughout Canada and 11 in the U.S.


PRIVE VEGAS: Wins Dismissal of Chapter 11 Case
----------------------------------------------
Bloomberg's Bill Rochelle reports that Prive Vegas LLC succeeded
in having its Chapter 11 case dismissed on May 7.  The owner of
the nightclubs was unable to negotiate lease concessions from the
landlord.  The bankruptcy judge in Miami blocked the nightclubs
from filing again in Chapter 11 for six months.  The Debtor owed a
net of $440,000 to the landlord for rent arrears and other
expenses.

Prive Vegas owns the Living Room and Prive, adjacent nightclubs
inside the Planet Hollywood Resort and Casino in Las Vegas.  Prive
Vegas LLC filed for Chapter 11 protection in Miami (Bankr. S.D.
Fla. Case No. 09-34880).  The case was assigned to U.S. Bankruptcy
Judge A. Jay Cristol.  The petition says debt is $1 million to
$10 million while assets are less than $1 million.


QWEST COMMUNICATIONS: Net Income Narrows to $38-Mil. for Q1 2010
----------------------------------------------------------------
Qwest Communications International Inc. reported net income of
$38 million for the three months ended March 31, 2010, from net
income of $206 million for the same quarter in 2009.  Operating
revenue was $2.966 billion for the 2010 first quarter from
$3.173 billion for the 2009 first quarter.

At March 31, 2010, the Company had total assets of $19.362 billion
from total liabilities of $20.482 billion, resulting in
stockholders' deficit of $1.120 billion.  The March 31 balance
sheet also showed strained liquidity: The Company had total
current assets of $4.005 billion from total current liabilities of
$4.590 billion.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?61ec

In a press statement last week, Qwest said it continued to make
strong progress on key growth initiatives in the first quarter.
The Business Markets segment reported strong growth of 33% year
over year in IP services revenues.  Qwest continued to expand its
fiber to the node (FTTN) footprint in the quarter, and services
are now available to more than 3.8 million residential households.
In the quarter, 64,000 customers added high speed Internet
services that utilize the fiber network.  The company continued to
make solid progress on retention efforts in the consumer market
with the absolute number of access line losses improving 22
percent from the first quarter 2009.  In the current quarter,
Qwest continued to see strong demand to deliver fiber-based
backhaul services for wireless companies, and initial cell sites
were activated.

"We are off to a great start in 2010," said Edward A. Mueller,
Qwest chairman and CEO.  "Our proposed merger with CenturyLink
will combine two well run companies to create a stronger
competitor.  Together, we will enhance the ability to deliver
differentiated services for our customers and expand the
opportunity to provide substantial value for our shareholders.  In
the first quarter, we improved our revenue trends and increased
margins.  The quarter's results illustrate our disciplined focus
on our key strategies and perfecting the customer experience. We
are optimistic about continuing this momentum throughout the
year."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?61ed

Qwest continues to expect to report improving revenue comparisons
over the course of 2010 with the year-over-year reported decline
improving to a low- to mid-single digit rate by the fourth
quarter.  Qwest continues to expect to achieve full year 2010
adjusted EBITDA in a range of $4.3 to $4.4 billion.  In 2010,
Qwest expects full year non-cash pension and post-retirement
benefit expenses to be approximately $130 million, a decline of
approximately $70 million from 2009 levels.  The outlook for full
year 2010 capital investments is $1.7 billion or lower.  Similar
to 2009, the Company may continue to use lease financing in 2010
for some of its capital investments.  Full year adjusted free cash
flow is expected to be $1.5 to $1.6 billion.

                         CenturyTel Merger

On April 21, 2010, Qwest entered into a merger agreement whereby
CenturyTel, Inc., will acquire the Company in a tax-free, stock-
for-stock transaction.  Under the terms of the agreement, Qwest
stockholders will receive 0.1664 shares of CenturyLink common
stock for each share of Qwest common stock they own at closing.
Based on Qwest's and CenturyLink's share prices as of the date of
the merger agreement, at closing CenturyLink shareholders are
expected to own approximately 50.5% and Qwest stockholders are
expected to own approximately 49.5% of the combined company.
Completion of this transaction is subject to approval by the
stockholders of both companies, various federal and state
regulatory approvals as well as other customary closing
conditions.  Qwest anticipates closing this transaction in the
first half of 2011.  If the merger agreement is terminated under
certain circumstances, Qwest may be obligated to pay CenturyLink a
termination fee of $350 million.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95 percent of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.


QWEST COMMUNICATIONS: Provides Update on CenturyLink Merger
-----------------------------------------------------------
CenturyLink, Inc., and Qwest Communications International Inc. on
Wednesday provided update on the regulatory and approval process
related to their proposed merger:

     -- On May 10, the Companies filed an Application for Consent
        to Transfer Control (commonly known as a 214 application)
        with the Federal Communications Commission.

     -- Over the next few weeks, the Companies also will file for
        approval in more than 20 states where the Company has
        local operating territories or conduct business as an
        interexchange carrier or CLEC.

     -- On May 12, the Companies were to file a notification of
        the transaction (commonly known as a Hart-Scott-Rodino
        filing), formally initiating antitrust review by the
        Department of Justice.

     -- In addition, in the next few weeks the Companies will file
        a joint preliminary proxy statement with the Securities
        and Exchange Commission.

     -- Shareholders from each Company will have to approve the
        transaction as well.  The Companies currently anticipate
        conducting shareholder meetings in the August 2010
        timeframe.

The Companies anticipate having all approvals and completing the
transaction in the first half of 2011.

A full-text copy of the Companies' communications related to the
merger is available at no charge at:

          http://ResearchArchives.com/t/s?61ef
          http://ResearchArchives.com/t/s?61f0
          http://ResearchArchives.com/t/s?61f1
          http://ResearchArchives.com/t/s?61f2

                         CenturyTel Merger

On April 21, 2010, Qwest entered into a merger agreement whereby
CenturyTel, Inc., will acquire the Company in a tax-free, stock-
for-stock transaction.  Under the terms of the agreement, Qwest
stockholders will receive 0.1664 shares of CenturyLink common
stock for each share of Qwest common stock they own at closing.
Based on Qwest's and CenturyLink's share prices as of the date of
the merger agreement, at closing CenturyLink shareholders are
expected to own approximately 50.5% and Qwest stockholders are
expected to own approximately 49.5% of the combined company.
Completion of this transaction is subject to approval by the
stockholders of both companies, various federal and state
regulatory approvals as well as other customary closing
conditions.  Qwest anticipates closing this transaction in the
first half of 2011.  If the merger agreement is terminated under
certain circumstances, Qwest may be obligated to pay CenturyLink a
termination fee of $350 million.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95 percent of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

At March 31, 2010, the Company had total assets of $19.362 billion
from total liabilities of $20.482 billion, resulting in
stockholders' deficit of $1.120 billion.  The March 31 balance
sheet also showed strained liquidity: The Company had total
current assets of $4.005 billion from total current liabilities of
$4.590 billion.


RAYMOND FARMER: Gets Final OK to Use Lenders' Cash Collateral
-------------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina authorized, on a final basis,
Raymond Farmer and Diane Farmer to use cash collateral of their
prepetition secured lenders.

Each lender asserts a valid, first-priority and properly perfected
security interest in, among other things, the leases, rents,
proceeds and profits of the Debtors' certain real property and
improvements, and related personal property, which are used as
apartment complexes and other rental properties.

The Debtors would use the cash collateral derived from the rents
generated by the properties to preserve their assets including,
among other things, making necessary repairs at the properties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement lien in the rents and proceeds of the property or
properties, subject to carve out.

                       About Raymond Farmer

Raymond Farmer and Diane Farmer filed for Chapter 11 on April 5,
2010 (Bankr. W.D. N.C. Case No. 10-40269.)  Travis W. Moon, Esq.
at Hamilton Moon Stephens Steele Martin assists the Debtors in
their restructuring efforts.  In their petition, the Debtors
listed assets of $10,000,001 to $50,000,000 and debts of
$50,000,001 to $100,000,000.  The Debtors did not file their list
of largest unsecured creditors when they filed their petition.


REGENCY ENERGY: Moody's Affirms Ba3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Regency Energy Partners LP's
ratings and changed the rating outlook to positive from stable.
This action is in response to its announcement that Regency's
general partner sponsor, an affiliate of GE Energy Financial
Services, has sold its interest in Regency's GP to Energy Transfer
Equity, L.P. (ETE, Ba1) for $300 million and that concurrently
Regency was purchasing a 49.9% stake in Midcontinent Express
Pipeline LLC (MEP, Ba1) from ETE.  Ratings affirmed include
Regency's Ba3 Corporate Family Rating, Ba3 Probability of Default
Rating, SGL-3 speculative grade liquidity rating, and B1 (LGD 5,
80%) ratings on its senior unsecured notes.

The ratings affirmation and positive outlook reflect the expected
benefits to Regency from the MEP acquisition, including increased
scale and diversification, with a greater proportion of fee-based
revenues, which helps mitigate the risks associated with the
change in sponsorship from financially stronger GE to ETE.  There
is a degree of uncertainty regarding the company's future growth
strategy and financial policies under ETE's control.  In addition,
near-term financial leverage could be elevated and the
transactions involve a level of structural complexity.

GE is selling its ownership in Regency's GP to ETE for
$300 million in preferred units in ETE.  As a result, ETE will own
the 2% GP interest in Regency and all of Regency's incentive
distribution rights.  ETE will also be Regency's largest LP unit
holder, with an approximately 22% ownership stake.  ETE is a
publicly traded partnership that currently owns approximately one-
third of Energy Transfer Partners, L.P.'s (ETP, Baa3) limited
partner units outstanding, as well as a 1.8% GP interest and all
of ETP's IDRs.  ETP and Regency are expected to operate as
separate entities.

Regency is purchasing ETE's 49.9% stake in MEP for approximately
$600 million in equity, which will be issued directly to ETE.
Regency has also assumed $86 million in capital contribution
obligations to MEP to finish its expansion.  Any cost overruns on
the expansion would be borne by ETE.  MEP is a joint venture with
Kinder Morgan Energy Partners (Baa2) consisting of a 507 mile
interstate natural gas pipeline that originates in Oklahoma and
terminates at Transco Station 85 near Butler, Alabama.  Kinder
Morgan is the operator of the line.  MEP was placed into service
in August 2009 and its current expansion is expected to be placed
in service in August 2010, barring any delays (regulatory
approvals have been obtained).

Regency's Ba3 rating had factored in its ownership from
financially strong GE and Regency's track record in issuing equity
under its ownership by GE.  With the change in sponsorship, there
is a degree of uncertainty regarding Regency's future direction,
including distribution growth policies.  ETE, being a publicly
traded partnership, makes Regency's distributions to its GP in
effect a fixed and growing cash requirement, thus posing potential
dividend pressure on Regency to meet ETE's distributions.
Moreover, ETE has its own debt obligations, which are serviced
solely by distributions (from both ETP and Regency).  Moody's
notes that ETE has considerable midstream operating experience.
Moody's also note that GE is expected to retain a significant
stake in Regency, owning approximately 21% of Regency's LP units
and will have the right to name two board members (based on its
level of LP ownership).  It is also Moody's understanding that
Regency's current management team will remain in place after the
transactions close.

The MEP transaction positively impacts Regency's overall business
risk profile, providing increased scale and diversification, and
MEP's long-term transportation contracts will provide Regency with
a higher proportion of fee-based volumes.  MEP serves an important
regional role in moving shale gas production downstream towards
long-haul transmission lines and has 100% of its firm capacity
contracted with an average life of around nine years.  Once its
expansion is complete, MEP is expected to contribute to
approximately 20% of Regency's cash flows.  However, MEP is a
producer-driven pipeline, with its shipper portfolio comprised
primarily of speculative grade exploration and production
companies, which places uncertainty on the long-term regional
demand for the line.

Regency's leverage profile could be elevated over the near-term.
While the MEP transaction is being conservatively financed with
100% equity, MEP has its own debt obligations (including operating
leases) that Moody's will include on a pro-rata basis when
assessing Regency's credit profile.  In addition, Regency is
expected to initially debt finance its $86 million capital
commitment in MEP and has debt financed its recently announced
$92 million purchase of an additional 7% interest in its RIGS
joint venture.  Moody's estimates Regency's debt/EBITDA, pro-forma
for the MEP transaction (including debt financing of the
additional capital requirements at MEP) and its purchase of an
additional 7% interest in RIGS, at approximately 4.8x, as compared
to 5.2x for 2009.  Moody's notes that pro forma leverage declines
to 4.5x once the MEP expansion is complete.  However, Moody's
believe that there is a risk that financial leverage could remain
elevated over the near-term, as the company pursues growth
projects in its gathering and processing business in the
Haynesville Shale and to a lesser extent in the Eagle Ford Shale,
as well as expansion projects by its RIGS joint venture.  While
the credit benefits of the MEP transaction and recently completed
RIGS expansion help to somewhat mitigate the potential for high
leverage, equity will continue to need to be issued upfront and on
a regular basis in order to support a higher rating.

The transactions involve an increased level of structural
complexity.  Regency bondholders will not have direct access to
over a third of the company's pro-forma EBITDA due to the joint
venture structures for both MEP and its RIGS system.  Cash
distributions to Regency from MEP will be burdened by MEP's own
debt service obligations.  In addition, the RIGS joint venture is
expected to use debt to finance future growth.

In order to be upgraded to Ba2, Regency will need to develop a
track record under ETE's sponsorship as it continues to pursue
growth projects, including successfully maintaining a lower
financial leverage profile (below 4.5x debt/EBITDA and trending
towards 4.0x) and conservatively managing its distribution
policies.

The last rating action on Regency was on February 1, 2010 when
Moody's affirmed the company's ratings at Ba3 and changed the
outlook to stable from negative.

Headquartered in Dallas, Texas, Regency Energy Partners LP is a
publicly traded master limited partnership engaged in natural gas
gathering, processing, contract compression and transportation.


RELATED GROUP: Hands Ownership of 2 Towers to Lenders
-----------------------------------------------------
The Wall Street Journal's James R. Hagerty reports Related Group,
a Miami-based property developer led by Jorge Perez, said it has
turned over ownership of two of the three towers in the Icon
Brickell condominium complex to a group of lenders led by HSBC
Holdings PLC.

According to the Journal, Related Group described the settlement
with the bankers as "friendly."  The Journal relates the company
said it will remain a co-manager of sales and marketing at the
towers.  A spokeswoman for HSBC declined to comment, the report
notes.

The report relates Mr. Perez in December said Related had invested
about $1 billion in the Icon Brickell, including $15 million for
giant statues of heads that resemble those on Easter Island.  He
said loans secured by the three buildings totaled around
$700 million.

The report notes most of the Icon Brickell was completed in 2008
and 2009, but presales of the units began in 2006.  After property
prices crashed in 2007 and 2008, many of the original buyers
decided not to complete their purchases, and Related slashed
asking prices.

The report notes Related said it continues to own and operate the
third tower of the complex, financed by a different group of
lenders, led by Bank of America Corp.  That tower includes the
Viceroy Hotel.  A Bank of America spokeswoman declined to comment.


RENEGADE HOLDINGS: Tobacco Company's Chapter 11 Plan Confirmed
--------------------------------------------------------------
WestLaw reports that the proposed plan of the Chapter 11 debtors,
a manufacturer of tobacco products and its subsidiaries which had
not joined the 1998 master settlement agreement that the four
major domestic tobacco companies had entered into with 46 states
and so operated as non-participating manufacturers, did not
discriminate unfairly against the objecting states, which had
asserted claims for prepetition escrow deposits that the debtors
were statutorily obligated to make.  Although the plan placed the
states' claims in a different class than the claims of other
unsecured creditors and provided different terms of payment, there
was a reasonable basis for the different classification and
different treatment, the North Carolina bankruptcy court found.
The claims in the other class were the contractual claims of the
debtors' trade creditors, with whom the debtors had to continue to
do business.  In contrast, the states' claims arose under various
state statutes and involved amounts that, when paid, were to be
held in escrow, perhaps until far in the future.  In re Renegade
Holdings, Inc., --- B.R. ----, 2010 WL 1540047 (Bankr. M.D.N.C.)
(Stocks, J.).

Renegade Holdings, Inc., Alternative Brands, Inc., and Renegade
Tobacco Company, are fabricators and distributors of tobacco
products consisting primarily of cigarettes and cigars.  The
Debtors' offices and production facilities are located near
Mocksville, North Carolina. The Debtors market their cigarette and
cigar brands through wholesalers and retailers in 19 states and
for export. ABI also is a contract fabricator for private label
brands of cigarettes and cigars which are produced for other
licensed tobacco manufacturers. The Debtors have 140 employees who
work full-time at Debtors' offices and production facilities in
Mocksville.

Represented by:

         John A. Northen, Esq.
         NOTHEN BLUE, LLP
         1414 Raleigh Rd., Suite 435
         P.O. Box 2208
         Chapel Hill, NC 27515
         Telephone: 919-968-4441
         E-mail: jan@nbfirm.com

the Debtors sought chapter 11 protection (Bankr. M.D.N.C. Case
Nos. 09-50140, 09-50141, 09-50143) on Jan. 28, 2009, and filed
their Amended Joint Plan of Reorganization on Oct. 1, 2009.  The
Honorable William L. Stocks held a confirmation hearing on March 9
and 15, 2010, and entered a Memorandum Opinion on April 16, 2010,
saying that he would confirm the Debtors' Plan.  Gene B. Tarr
served as an Examiner in the Debtors' Chapter 11 cases, and the
Plan provides that the Debtors will assign to Mr. Tarr any
outstanding promissory note, loan, or other obligation owed to the
Debtors from any Affiliate or Insider on the Plan's Effective
Date.  Any recoveries by Mr. Tarr, less fees and expenses he
incurs, are to be distributed to creditors under the terms of the
confirmed Plan.


RICHARD ALLEN: Section 341(a) Meeting Scheduled for June 3
----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of
Richard S. Allen, Inc.'s creditors on June 3, 2010, at 3:00 p.m.
The meeting will be held at the Office of the U.S. Trustee, 1100
Commerce Street, Room 976, Dallas, TX 75242.

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.

Visalia, California-based Richard S. Allen, Inc., filed for
Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. N.D. Texas
Case No. 10-33211).  Patrick J. Neligan, Jr., Esq., at Neligan
Foley LLP, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $50,000,001 to
$100,000,000.

These affiliates filed separate Chapter 11 petitions:

       Entity                        Case No.       Petition Date
       ------                        --------       -------------
Allen Capital Partners, LLC           10-30562            01/25/10
DLH Master Land Holding, LLC          10-30561            01/25/10
Richard S. Allen                      10-33186            05/03/10


RICHARD ALLEN: Wants May 31 Deadline for Filing of Schedules
------------------------------------------------------------
Richard S. Allen, Inc., and Richard S. Allen have asked the U.S.
Bankruptcy Court for the Northern District of Texas to extend for
an additional 14 days the deadline for the filing of schedules of
assets and liabilities and statements of financial affairs.

The Schedules and Statements are currently due on May 17, 2010, or
14 days from the Petition Date.  Due to the extent of the Debtors'
holdings in other entities, including the DLH Master Land Holding,
LLC and Allen Capital Partners, LLC, Debtors in Case Nos. 10-30561
and 10-30562, as well as the extent of the Debtor's creditors, the
14-day period for the filing of the Schedules and Statements will
not be sufficient to permit the compilation of all the information
necessary to complete the Schedules and Statements.  The Debtors
are asking the Court to move the deadline to May 31, 2010.

Visalia, California-based Richard S. Allen, Inc., filed for
Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. N.D. Texas
Case No. 10-33211).  Patrick J. Neligan, Jr., Esq., at Neligan
Foley LLP, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $50,000,001 to
$100,000,000.

These affiliates filed separate Chapter 11 petitions:

       Entity                        Case No.       Petition Date
       ------                        --------       -------------
Allen Capital Partners, LLC           10-30562            01/25/10
DLH Master Land Holding, LLC          10-30561            01/25/10
Richard S. Allen                      10-33186            05/03/10


RICHFIELD 81: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Richfield 81 Partners II, LLC, Debtor
        175 W Wieuca Road, NE
        Suite 201
        Atlanta, GA 30342
        Tel: (404) 658-5468

Bankruptcy Case No.: 10-73883

Chapter 11 Petition Date: May 8, 2010

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

Debtor's Counsel: James L. Paul, Esq.
                  Chamberlain, Hrdlicka, White et al
                  34th Floor
                  191 Peachtree Street NE
                  Atlanta, GA 30303-1410
                  Tel: (404) 659-1410
                  Fax: (404) 659-1852
                  E-mail: james.paul@chamberlainlaw.com

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

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

A list of the Company's 3 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb10-73883.pdf

The petition was signed by John L. Dinos, manager.


RLC INDUSTRIES: S&P Gives Stable Outlook; Affirms 'B-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Roseburg, Ore.-based wood products manufacturer RLC Industries
Inc. to stable from negative.  At the same time, S&P affirmed its
'B-' corporate credit rating on the company.

"The rating outlook revision reflects S&P's expectation that the
company's credit measures will continue to improve over the next
several quarters because of a gradual recovery in residential
construction markets and benefits from cost savings initiatives,
including headcount reduction and manufacturing improvements,"
said Standard & Poor's credit analyst Andy Sookram.  S&P also
expect the company to refinance its upcoming debt maturities,
including its secured bank credit facilities due October 2011,
before they become current, and to maintain adequate financial
covenant cushion under any new credit agreement.

The stable rating outlook reflects S&P's view that demand for the
company's products will improve in 2010 because of its expectation
for a 20% rise in housing starts that will contribute favorably to
the company's operating performance and cash flows.  Specifically,
S&P expects adjusted EBITDA of around $80 million in 2010, and
interest coverage of more than 2x.

S&P could take a negative rating action if market conditions do
not improve in line with its expectation, likely causing EBITDA
less than its expected level that contributes to negative cash
flow generation and reduced liquidity.  A negative rating action
could also occur if the company does not refinance upcoming debt
maturities on a timely basis, and if S&P believes the company will
not maintain adequate covenant cushion under any new credit
agreement.

S&P considers a positive rating action unlikely at this time given
the company's upcoming debt maturities.  Nonethesless, S&P could
consider one if the company addresses its maturities on a timely
basis, if S&P thinks that the company will maintain adequate
covenant cushion under any new credit agreement, and if market
conditions improve in line with S&P's expectations.  If these
factors occur, S&P would expect interest coverage of more than 2x,
debt to EBITDA of around 6x, and financial covenant cushion of
more than 10% over the ratings horizon of two years.


RSG FAMILY: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: RSG Family Limited Partnership - Immokalee
        aka Oak Haven Apartments
        fka Immokalee Apartments
        402 11th Street North
        Naples, FL 34102

Bankruptcy Case No.: 10-10987

Chapter 11 Petition Date: May 7, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Amy Denton Harris, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: aharris.ecf@srbp.com

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

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

A list of the Company's 7 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-10987.pdf

The petition was signed by Ronald L. Glas, Barfield Bay Holdings,
Inc. president.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Amberton Apartments, LLC               10-03402    02/18/10

Brentwood Apartments Tampa, LLC        10-03334    02/17/10

Brookside Tampa, LLC                   09-28510    12/15/09

Central Park II, LLC                   10-         02/19/10

Central Park/Vogue Limited Partnership 10-03566    02/19/10

Lincoln Square Lakeland, LLC           10-8756     04/15/10

Norton Clearwater Limited Partnership              05/07/10

Oakwood Palmetto, LLC                              05/07/10

Palma Ceia Apartments, LLC             10-00166    01/06/10

River Park Naples Limited Partnership  10-01837    01/28/10

RSG Family - RiverTree Landing         10-03604    02/19/10
Apartments, LLC

Terrace Point Apartments I, LLC        10-7946     04/05/10

Terrace Point Apartments II, LLC       10-7947     04/05/10

Terrace Point Apartments III, LLC      10-7949     04/05/10

The RSG Family Limited Partnership-    10-01843    01/28/10
Gordon River

Woodlawn Apartments Limited Partnership            05/07/10


RUBICON US: Has $405MM Buyout Offer to Compete with Noteholders
---------------------------------------------------------------
Rubicon US REIT Inc. lost its exclusive right to propose a plan,
and is now fighting a plan by noteholders to take over the
business.  The noteholders are scheduled to seek approval of the
disclosure statement explaining their proposed Chapter 11 plan at
a hearing on May 17.

According to Bloomberg News, Rubicon US wants the Court to delay
the hearing on the noteholders' plan and appoint a Chapter 11
trustee.  It wants the trustee to probe whether the noteholders
engaged in good faith in proposing the plan.  Rubicon is alleging
that the noteholders engaged in "shockingly unethical and
reprehensible conduct."  Rubicon says that the noteholders didn't
disclose a higher offer that would pay all creditors in full and
enable making a distribution even to common shareholders.

Rubicon, according to the report, said there is a written offer to
buy the assets for $405 million cash, enough to pay all creditors
in full with something left for equity.  Rubicon didn't identify
the prospective buyer.  Rubicon contends the noteholders didn't
disclose the existence of the better offer.

According to the report, the noteholders -- which include units of
JPMorgan Chase & Co., Kaufman Jacobs LLC and Starwood Capital
Group Global LLC, owed about $81.1 million -- have filed a plan
that provides for these terms:

   (i) The noteholders would get 1,000 shares of the reorganized
       company's equity and about $50 million in new notes.

  (ii) Secured lenders, owed about $310 million, would have their
       claims reinstated, paid in cash, or covered by collateral
       securing their claims.

(iii) Unsecured creditors owed about $900,000 would get full
       payment in cash.

  (iv) All Rubicon equity would be wiped out.

The noteholders would be the only creditor group entitled to vote
under their plan, and have already unanimously accepted it.

W                       About Rubicon US REIT

Rubicon US REIT Inc. is a Chicago-based real estate investment
trust.  Rubicon filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Del. Case No. 10-10160).  Attorneys at
Phillips, Goldman & Spence, have been tapped as bankruptcy
counsel.  Phillips, Goldman & Spence, P.A. is Delaware bankruptcy
counsel.  Grant Thornton LLP is the Company's financial advisor.
Garden City Group is the claims and notice agent.  In its
petition, the Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.  The
Company's affiliates -- Rubicon GSA II, LLC, et al. -- also filed
Chapter 11 petitions.


RUFFIN ROAD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ruffin Road Office Park LP
        160 N Riverview Dr
        Anaheim Hills, CA 92808

Bankruptcy Case No.: 10-16163

Chapter 11 Petition Date: May 7, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Thomas C. Nelson, Esq.
                  484 Prospect St
                  La Jolla, CA 92037
                  Tel: (858) 875-5092

Scheduled Assets: $9,054,071

Scheduled Debts: $4,651,356

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

The petition was signed by Kevin A. Tucker, president of company's
general partner.


SAINT VINCENTS: Trust Monitor Draws Plan for Malpractice Claims
--------------------------------------------------------------
Bankruptcy Law360 reports that the medical malpractice trust
monitor for Saint Vincents Catholic Medical Centers has drawn up a
plan for tackling the barrage of malpractice claims the hospital
has faced in state court since its previous bankruptcy
proceedings.

                       About Saint Vincents

Saint Vincent 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.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.  Saint Vincent's serves
as the academic medical center of New York Medical College in New
York City. The healthcare organization is sponsored by the Roman
Catholic Bishop of Brooklyn and the president of the Sisters of
Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

St. Vincent Catholic Medical Centers and its affiliates returned
to the bankruptcy court by filing another Chapter 11 petition on
April 14, 2010 (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, assist the Debtors in their
restructuring efforts.  The Debtors' special counsel is Garfunkel
Wild, P.C., while their Crisis Management Team is led by Grant
Thornton LLP.  The Debtors' Chief Restructuring Officer is Mark E.
Toney.


SALLY BEAUTY: Posts $34-Mil. Net Earnings for March 31 Quarter
--------------------------------------------------------------
Sally Beauty Holdings Inc. filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 31,
2010.

The Company reported $34.5 million in net earnings on
$720.4 million of net sales for the three months ended March 31,
2010, compared with $24.5 million in net earnings on $641.5
million of net sales during the same period a year ago.

The Company's balance sheet for March 31, 2010, showed
$1.5 billion total assets and $2.0 billion total liabilities, for
a $554.8 million stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?61fd

                        About Sally Beauty

Denton, Texas-based Sally Beauty Holdings, Inc. (NYSE: SBH) --
http://www.sallybeauty.com/-- is an international specialty
retailer and distributor of professional beauty supplies with
revenues of more than $2.6 billion annually. Through the Sally
Beauty Supply and Beauty Systems Group businesses, the Company
sells and distributes through over 3,700 stores, including
approximately 200 franchised units, throughout the United States,
the United Kingdom, Belgium, France, Canada, Puerto Rico, Mexico,
Japan, Ireland, Spain and Germany.  Sally Beauty Supply stores
offer more than 6,000 products for hair, skin, and nails through
professional lines such as Clairol, L'Oreal, Wella and Conair, as
well as an extensive selection of proprietary merchandise.  Beauty
Systems Group stores, branded as CosmoProf or Armstrong McCall
stores, along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.


SALLY HOLDINGS: Posts $35.8-Mil. Profit for March 31 Quarter
------------------------------------------------------------
Sally Holdings LLC filed with the Securities and Exchange
Commission its Form 10-Q for the quarterly period ended March 31,
2010.

The Company reported $35.8 in million net earnings on
$720.4 million of net sales for the three months ended March 31,
2010, compared with $25.7 million in net earnings on
$641.5 million of net sales during the same period a year ago.

The Company's balance sheet for March 31, 2010, showed
$1.5 billion in total assets and $2.1 billion in total
liabilities, for a stockholders' deficit of $586.4 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?615b

                        About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.


SEDGWICK CMS: S&P Affirms Counterparty Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
counterparty credit rating on Sedgwick CMS Holdings Inc. The
outlook remains stable.  In addition, S&P assigned a 'B+' rating
on the company's $400 million first-lien term loan and a 'B-'
rating on the company's $200 million second-lien term loan.

"S&P's ratings are based on the pending close of the acquisition,
as disclosed, and the execution of the bank line facilities, which
Sedgwick will use to finance the acquisition, as described in the
most recent term sheet and supporting documents," said Standard &
Poor's credit analyst Robert Green.

"S&P affirmed its counterparty credit rating on Sedgwick following
the announcement of its acquisition by affiliates of Hellman &
Friedman and Stone Point Capital," said Mr. Green.  "The rating is
based on the company's strong market position as a leading third-
party administrator of claims management systems; its consistent
top-line growth and variable cost structure, which generates
positive cash flows; and its seasoned, well-regarded management
team."

Notwithstanding the economic recession, the company has recorded
positive net income in each of the past three years, including
$21.2 million in 2009.  Following the acquisition, S&P does not
expect major changes to existing business or operations because
the new owners have expressed their support for management and its
strategy.

The company's capital structure will change as it will refinance
current debt of about $391 million and preferred stock of
$88 million with a $400 million first-lien loan and a $200 million
second-lien loan.  Although debt to capital improves to about 53%
on a pro forma basis, it remains at a speculative-grade level.
Goodwill and intangible assets will increase to about $1.2 billion
on a pro forma basis as of year-end 2010 from $825 million at the
end of 2009.  Pro forma assets will total about $1.4 billion, and
adjusted EBITDA fixed-charge coverage will be slightly less than
3.0x on a pro forma basis, but this ratio should begin to improve
with business growth.  Debt to EBITDA is about 5x on a pro forma
basis, but S&P also expects it to improve because the bank
facility requires mandatory prepayments under certain
circumstances.


SEITEL INC: Posts $22.2 Million Net Loss in Q1 2010
---------------------------------------------------
Seitel, Inc., reported a net loss of $22.2 million for the three
months ended March 31, 2010, as compared to a net loss of
$22.5 million for the same period of 2009.

Revenue for the first quarter was $32.4 million as compared to
$34.7 million during the first quarter of 2009.  The 7% reduction
in revenue resulted from a $9.9 million or 55% decrease in
acquisition revenue partially offset by a $7.8 million or 51%
increase in total resale revenue from the Company's library.

The slightly lower level of revenue was offset by lower selling,
general and administrative expenses reflecting the continuing
benefits of certain cost cutting measures implemented in early
2009.  The 2009 net loss included $800,000 of one-time expenses
related to implementation of these measures.

Cash EBITDA, defined as cash resales and solutions revenue less
cash operating expenses (excluding various non-recurring items),
was $16.1 million for the first quarter of 2010 as compared to
$5.2 million in the first quarter of 2009.  This increase was
driven by a $10.6 million improvement in cash revenue and a
$300,000 reduction in cash operating expenses.  Cash EBITDA was
$15.8 million in the fourth quarter of 2009 based on similar
activity levels as the first quarter of 2010.

"We were pleased to see continuing improvement in the level of
cash resales that began with the fourth quarter of 2009,"
commented Rob Monson, president and chief executive officer.
"Activity in North America shale plays continues to drive interest
in our seismic data.  Data we have acquired in the Eagle Ford
shale play over the last few years had significant activity in the
first quarter.  In addition, data in conventional areas, both in
the U.S. and Canada, had marked improvement from last year.

"North America land drilling activity has been recovering since
the low hit in mid 2009, primarily driven by domestic shale
activity.  However, weaker than expected natural gas prices and
continued low domestic natural gas demand continue to cause
uncertainty as to the full recovery from the economic downturn,"
stated Monson.  "We will continue to control our operating costs
and focus our capital expenditures in areas that we believe will
generate the best returns for Seitel now and into the future."

Cash balances on March 31, 2010, were $26.6 million.  Cash
generation during the first quarter was essentially breakeven, as
cash EBITDA of $16.1 million and cash generated by working capital
of $5.9 million was offset by net cash capital expenditures for
the quarter of $1.9 million and $19.6 million in interest payments
on the Company's senior notes.

Gross capital expenditures for the first quarter of 2010 were
$11.9 million, of which $9.6 million related to new data
acquisition.

The Company's balance sheet at March 31, 2010, showed
$494.0 million in assets, $464.1 million of liabilities, and
$29.9 million of shareholders' equity.

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?61f6

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

               http://researcharchives.com/t/s?61f7

                        About Seitel, Inc.

Based in Houston, Seitel, Inc.  -- http://www.seitel.com/ --
provides seismic data to the oil and gas industry in North
America.  Seitel's data products and services are critical for the
exploration for, and development and management of, oil and gas
reserves by oil and gas companies.  Seitel has ownership in an
extensive library of proprietary onshore and offshore seismic data
that it has accumulated since 1982 and that it licenses to a wide
range of oil and gas companies.

                          *     *     *

As reported in the Troubled Company Reporter on April 1, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Seitel Inc.  S&P revised the outlook to
developing from negative.


SENSIBLE TECHNOLOGIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Sensible Technologies, Inc.
        9830 Currie Davis Drive
        Tampa, FL 33619

Bankruptcy Case No.: 10-11043

Chapter 11 Petition Date: May 7, 2010

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

Debtor's Counsel: Chad S. Bowen, Esq.
                  Jennis & Bowen, PL
                  400 N Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Scott Goransson, president.


SIRIUS XM: Posts $41.5 Million Net Income for First Quarter
-----------------------------------------------------------
SIRIUS XM Radio reported net income of $41.5 million on
$663.7 million of total revenues for the three months ended March
31, 2010, compared with a net loss of $52.6 million on
$586.9 million of total revenues for the same period a year ago.

The Company's balance sheet at March 31, 2010, showed $7.7 billion
total assets and $7.5 billion total liabilities, for a
stockholders' equity of $152.0 million.

            First Quarter 2010 Versus First Quarter 2009

For the first quarter of 2010, SIRIUS XM recognized total revenue
of $670.6 million compared to $605.5 million for the first quarter
2009.  This 11%, or $65.1 million, increase in revenue was driven
by the U.S. Music Royalty Fee introduced in the third quarter of
2009, the sale of "Best of" programming, and rate increases to the
company's multi-subscription and Internet packages.

Total ARPU for the three months ended March 31, 2010, was $11.48,
compared to $10.48 for the three months ended March 31, 2009.  The
increase was driven mainly by the addition of the U.S. Music
Royalty Fee introduced in July 2009 and increased revenues from
the "Best of" programming, multi-subscription rate increases,
Internet streaming, and advertising.

In the first quarter of 2010, the company grew pro forma adjusted
income from operations to $157.8 million compared to pro forma
adjusted income from operations of $108.8 million for the first
quarter of 2009.  The improvement was driven by an 11% increase in
total revenue, or $65.1 million, partially offset by an increase
of 3%, or $16.2 million, in total expenses included in adjusted
income from operations.

Revenue share and royalties increased 2%, or $2.3 million, in the
three months ended March 31, 2010, compared to the three months
ended March 31, 2009, primarily due to an increase in the
company's revenues and an increase in the statutory royalty rate
for the performance of sound recordings.  The amounts were
partially offset by a decrease in a royalty rate with an
automaker.

Programming and content costs decreased 6%, or $6.2 million, in
the three months ended March 31, 2010, compared to the three
months ended March 31, 2009, due mainly to savings on certain
content agreements and production costs, partially offset by
increases in personnel costs and general operating expenses.

Customer service and billing costs decreased 7%, or $4.1 million,
in the three months ended March 31, 2010, compared to the three
months ended March 31, 2009, primarily due to lower call center
expenses as a result of savings realized from relocating certain
operations.

Satellite and transmission costs decreased 2%, or $0.4 million, in
the three months ended March 31, 2010, compared to the three
months ended March 31, 2009, due to reductions in personnel costs
and repeater maintenance costs, partially offset by increased
satellite insurance expense.

Cost of equipment decreased 1%, or $0.1 million, in the three
months ended March 31, 2010, compared to the three months ended
March 31, 2009, as a result of lower inventory write-downs,
partially offset by increased component sales to manufacturers and
distributors.

Subscriber acquisition costs increased 28%, or $23.3 million, in
the three months ended March 31, 2010, compared to the three
months ended March 31, 2009.  The increase was driven by the 29%
increase in gross additions and higher OEM installations,
partially offset by lower per unit OEM subsidies, improved chip
set costs and lower aftermarket acquisition costs.

Sales and marketing costs decreased 1%, or $0.7 million, in the
three months ended March 31, 2010, compared to the three months
ended March 31, 2009, due to lower cooperative marketing, event
marketing and third party distribution support expenses, partially
offset by increased personnel costs and consumer advertising.

Engineering, design and development costs increased 17%, or
$1.4 million, in the three months ended March 31, 2010, compared
to the three months ended March 31, 2009, mainly due to higher
personnel costs.

General and administrative costs increased 1%, or $0.5 million, in
the three months ended March 31, 2010, compared to the three
months ended March 31, 2009, mainly due to higher personnel costs,
partially offset by lower legal, consulting and accounting
expenses.

Other expenses decreased 17%, or $16.9 million, in the three
months ended March 31, 2010 compared to the three months ended
March 31, 2009, driven mainly by a decrease in loss on
extinguishment of debt and credit facilities, net, of
$15.4 million.

"Continued positive subscriber growth, double-digit growth in
revenue, and a sharp focus on costs resulted in the highest
quarterly adjusted operating income in the company's history,"
said Mel Karmazin, Chief Executive Officer, SIRIUS XM Radio.  "As
the leader in audio entertainment, these results show the
tremendous appeal of our service and the strength of our business
model.  The continuing recovery of the automotive sector and
expanding signs of increased consumer spending are encouraging
signs for the company's growth prospects."

SIRIUS XM ended first quarter 2010 with 18,944,199 subscribers, up
344,765 from 18,599,434 subscribers at the end of first quarter
2009.  Net subscriber additions of 171,441 in the first quarter of
2010 improved significantly from a loss of 404,422 subscribers in
the first quarter of 2009.  In the first quarter 2010, pro forma
average revenue per subscriber (ARPU), which includes the U.S.
Music Royalty Fee, was $11.48, an increase of 10% from pro forma
ARPU of $10.48 in the first quarter 2009.  The company's self-pay
monthly customer churn rate was 2.0% in the first quarter 2010, as
compared with self-pay monthly customer churn of 2.2% in the first
quarter 2009.

Free cash flow in the first quarter 2010 was ($127.2) million
compared to ($3.6) million in the first quarter of 2009.  Net
Income plus non cash operating activities increased by
$43.7 million, or 89%, to $93 million in the first quarter of 2010
from $49.3 million in the first quarter of 2009.   increase was
offset by changes in operating assets and liabilities as a result
of the early repayment of approximately $61 million deferred in
2009 that was scheduled to be repaid, at 15% interest, in monthly
installments from April 2010 through March 2011, a lump sum
programming payment in the first quarter of 2010 that was paid
over the course of the year in 2009 and the payment of 2009
bonuses in cash as opposed to stock in the prior year resulting in
an increase in net cash used in operating activities of
$104.6 million.  In addition, capital expenditures in the first
quarter of 2010 increased by $28 million over the prior quarter
period primarily due to increased satellite spending.

The company previously announced it will redeem all of the
remaining $114 million of XM's outstanding 10% Senior PIK Secured
Notes due 2011 on Tuesday, June 1, 2010.  "Our strong cash
position, strong year-to-date subscriber growth and the improving
outlook for the economy have put us in position to retire
$175 million of high cost obligations a year ahead of schedule,"
said David Frear, SIRIUS XM's Chief Financial Officer.  "The early
retirement of the PIK Notes and the deferred payments will reduce
interest expense and increase our free cash flow."

On a GAAP basis, first quarter 2010 revenue was $663.8 million,
and first quarter 2010 net income was $41.6 million, or $0.01 per
share.

                           2010 Outlook

SIRIUS XM continues to project net subscriber additions of over
500,000 for the full year.  The company continues to expect to
record over $2.7 billion of pro forma revenue in 2010 and to
achieve pro forma adjusted income from operations of approximately
$550 million.  Free cash flow is expected to remain positive for
the full year.

                  Pro Forma Results of Operations

The discussion of operating results below is based upon pro forma
comparisons as if the merger of SIRIUS and XM occurred on
January 1, 2007, and excludes the effects of stock-based
compensation and purchase accounting adjustments.

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

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

As of December 31, 2009, the Company had total assets of
$7.263 billion against total liabilities of $7.226 billion.

                           *     *     *

Sirius carries (i) a 'B' corporate credit rating from Standard &
Poor's and (ii) 'Caa1' corporate family rating and 'B3'
probability of default rating from Moody's.


SOMERHILL GALLERY: Files for Chapter 11 Protection
--------------------------------------------------
According to Herald-Sun, Somerhill Gallery filed for Chapter 11
bankruptcy protection to allow it to continue the business.  The
company operates an art gallery.


SONRISA PROPERTIES: Plan Outline Hearing Continued Until June 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
continued until June 22, 2010, at 2:15 p.m., the hearing on the
approval of a Disclosure Statement explaining Sonrisa Properties,
Ltd.'s proposed Plan of Reorganization.  The hearing will be held
at the U.S. Federal Courthouse, 515 Rusk, 4th Floor, Courtroom
401, Houston, Texas.  Objections, if any, are due on June 15.

As reported in the Troubled Company Reporter on April 21, 2010,
according to the Disclosure Statement, the Plan proposes (1) to
obtain financing from a third party ($4,750,000 from Briar Capital
Group) in order to restructure the Compass Bank indebtedness over
a five year term; (2) subordinate the first lien position of
Compass by granting Briar Capital Group a first lien position in
the collateral; and (3) a payout to holders of undisputed and
allowed unsecured claims after payment in full to Briar Capital
Group and Compass.

Pursuant to the Plan, Compass will partially release its lien as
properties are sold and receive $1.30 per square foot for any
property for which a partial release is requested.  100% of net
proceeds remaining from any sale will be first applied to the
Briar Note until the Briar Note is paid in full.

Randal M. Hall, the president of the Debtor's general partner,
will disburse all plan funds.

                        Treatment of Claims

Secured claim of Compass Bank is $8,065,000 less a $750,000
principal reduction payment upon Galveston County closing.  The
note will be modified as: a cash payment in the amount of
$2,750,000 to be made collectively by the Debtor and the Debtor
Sonrisa Realty Partners, Ltd., with funds advanced by Briar
Capital Group.  The Plan did not provide for the estimated
percentage recovery by holders of Compass Bank secured claims.

Holders of general unsecured non-priority claims will be paid
after full payment of Classes 1-4.  No interest will be paid. The
holders of allowed claims in Class 5 will participate pro rata in
quarterly distributions from sale proceeds after payment in full
to Classes 1-4.

The equity interest holders will not receive any payments under
this Plan unless creditors in Classes 1 through 5 are paid in full
the allowed amounts of their claims.

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

                     About Sonrisa Properties

League City, Texas-based Sonrisa Properties, Ltd., filed for
Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D.
Texas Case No. 10-80012).  Karen R. Emmott, Esq., who has an
office in Houston, Texas, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


SUMNER REGIONAL: Taps Frost Brown as Bankruptcy Co-Counsel
----------------------------------------------------------
Sumner Regional Health Systems, Inc., et al., have sought
permission from the U.S. Bankruptcy Court for the Middle District
of Tennessee to employ Frost Brown Todd LLC as bankruptcy co-
counsel.

Frost Brown will, among other things:

     (a) provide assistance, advice and representation concerning
         a plan of reorganization, a disclosure statement relating
         thereto, and the solicitation of consents to and
         confirmation of the plan;

     (b) advise the Debtors in connection with any sale of assets;

     (c) provide assistance, advice and representation concerning
         any further investigation of the assets, liabilities and
         financial condition of the Debtors that may be required;
         and

     (d) represent the Debtors at hearings or matters pertaining
         to their affairs as debtors-in-possession.

The Debtors have also asked for authorization from the Court to
hire Proskauer Rose LLP as bankruptcy counsel.  Frost Brown will
endeavor to coordinate its representation of the Debtors with
Proskauer and any other counsel or professionals retained by the
Debtors that are involved significantly in the Debtors' Chapter 11
cases to avoid duplication of services being provided by Frost
Brown, Proskauer and any other counsel or professionals retained
by the Debtors in their Chapter 11 cases.

Robert A. Guy, Jr., a member at Frost Brown, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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

         Members                 $200-$550
         Robert A. Guy, Jr.        $450
         Ronald E. Gold            $450
         Associates              $160-$265
         Paralegals               $85-$180

Gallatin, Tennessee-based Sumner Regional Health Systems, Inc. --
dba Sumner Regional Medical Center, SRHS Professional Services,
Sumner Station, Sumner In-Patient Rehabilitation Unit,
Westmoreland Pharmacy, Imaging for Women at Sumner Station,
Diagnostic Center at Sumner Station, Outpatient Rehab Services at
Sumner Station, The Fitness Center at Sumner Station, Sumner
Crossroads, and Executive House Apartments -- filed for Chapter 11
bankruptcy protection on April 30, 2010 (Bankr. M.D. Tenn. Case
No. 10-04766).  Robert A. Guy, Esq., at Frost Brown Todd LLC,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $100,000,001 to $500,000,000.


SUNSET TOOL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sunset Tool, Inc.
        9890 Red Arrow Highway
        Bridgman, MI 49106

Bankruptcy Case No.: 10-05990

Chapter 11 Petition Date: May 8, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Steven L. Rayman, Esq.
                  Rayman & Stone
                  141 E Michigan Avenue, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

Scheduled Assets: $2,061,215

Scheduled Debts: $1,715,878

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/miwb10-05990.pdf

The petition was signed by Martin A. Mason, president.


SYNERGEX CORPORATION: Provides Default Status Report Update
-----------------------------------------------------------
Synergex Corporation provided an update to its bi-weekly Default
Status Report that was released on May 10, 2010 in accordance with
National Policy 12-203: Cease Trade Orders for Continuous
Disclosure Defaults.

In accordance with NP 12-203, and as previously announced, the
Company made an application to applicable securities regulatory
authorities for a management cease trade order.  As at the date of
this press release, the securities regulatory authorities have
imposed a management cease trade order.  The issuance of such
management cease trade order does not affect the ability of
persons who have not been directors, officers or insiders of the
Company to trade in their securities.  However, the securities
regulatory authorities, in their discretion, may determine that it
would be appropriate to issue a general issuer cease trade order
affecting all of the Company's securities.

Despite the previously announced anticipated filing date of May
14, 2010, the Company now anticipates the Annual Filings will be
filed no later than May 31, 2010.  Until such time that the Annual
Filings are filed or the securities regulatory authorities issue a
general cease trade order, the Company will continue to provide
bi-weekly updates, as contemplated by NP 12-203. As a result of
such delay in the Annual Filings, the Company shall delay the
filing of its financial statements for the quarter ended March 31,
2010, CEO and CFO certifications and management's discussion and
analysis for the quarter ended March 31, 2010 (collectively, the
"Quarterly Filings") until such time that it files the Annual
Filings.  The Company has experienced further delays in
consolidating financial information from its international
operations.

The Company confirms that, except as described herein and in its
initial default announcement:

    (i) there is no material change to the information set out in
        its initial default announcement and first bi-weekly
        Default Status Report filed pursuant to NP 12-203;
   (ii) there has been no failure by the Company in fulfilling its
        stated intention with respect to satisfying the provisions
        of the alternative information guidelines set out in NP
        12-203;
  (iii) there is no actual or anticipated specified default
        subsequent to that disclosed in the initial default
        announcement; and

   (iv) there is no other additional material information
        concerning the affairs of the Company has not been
        generally disclosed.

                    About Synergex Corporation

Synergex is a premier international service provider of
comprehensive supply chain management services in 6 countries
across the Americas, specializing in distribution, licensing,
sales, localization, packaging and marketing of digital
entertainment products. Headquartered in Mississauga, Ontario,
with operations across North, Central and South America, Synergex
serves a broad base of customers that includes a number of
multinational enterprises. Synergex is listed on the Toronto Stock
Exchange and trades under the symbol SYX. For further information,
please visit www.syx.ca.


TELX GROUP: 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 neutral colocation
company The Telx Group Inc.  In addition, S&P assigned a 'B-'
issue-level rating and '3' recovery rating to the company's
proposed $175 million senior secured credit facility.  The '3'
recovery rating indicates expectations for average (50%-70%)
recovery in the event of a payment default.

"The ratings on Telx, a neutral colocation data center company,"
said Standard & Poor's credit analyst Naveen Sarma, "reflect S&P's
expectations for negative free cash flow for the intermediate term
due to the company's aggressive capital expansion plans, a highly
competitive environment, and the company's limited scale.  In
addition, a highly leveraged financial profile constrains the
ratings.  Adjusted leverage, which includes Standard & Poor's
adjustment for operating leases and a 50% debt treatment of the
company's preferred stock, is 20x.  Partially tempering this are
the attractive business characteristics of the neutral colocation
industry, including good revenue predictability from multiyear
contracts and low revenue churn.


TELX GROUP: Moody's Assigns Corporate Family Rating at 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B3 probability of default rating to Telx Group, Inc.  The
rating agency also assigned a B1 (LGD2-26%) rating to the
company's senior secured credit facilities, consisting of a
$150 million term loan and a $25 million revolving credit facility
to be issued at New Telx Holding Company (a newly formed, wholly
owned subsidiary of Telx ).  The company plans to use the
borrowings to refinance existing debt, which Moody's does not
rate, and for general corporate purposes.  The rating outlook is
stable.

Moody's has taken these rating actions:

Assignments:

Issuer: Telx Group, Inc.

* Corporate Family Rating, Assigned B2

* Probability of Default Rating, Assigned B3

* $25 million Senior Secured Revolving Credit Facility, Assigned
  B1 (LGD2 -26%)

* $150 million Senior Secured Term Loan, Assigned B1 (LGD2 -26%)

Telx's B2 Corporate Family Rating reflects the company's
significant industry risks, high leverage, and the high capital
intensity inherent in the company's business plans.  The rating
considers that Telx's key credit metrics will remain in a state of
transition through year end 2011, as the company aggressively
expands its rentable space.  The ratings are supported by Telx's
position as a leading regional independent operator of carrier-
neutral data center facilities to large enterprises, content
distributors and Internet companies, along with providing
customers with interconnection services at the company's points of
presence at critical gateway locations to the Internet.  The
company's good liquidity bolsters the rating.

The stable outlook reflects Moody's view that Telx will manage to
a disciplined capital structure, with a prudent mix of debt and
equity and a rational expansion path.

Moody's expects Telx will have "good" liquidity over the next
twelve months, as proforma for the proposed credit facilities,
Moody's projects Telx to have about $55 million in cash or
equivalents, with full access to its $25 million revolver, to
backstop its projected free cash flow deficits that stem from
plans to build out new colocation space.  Additionally, Moody's
believes that the majority of the projected capital spending is
success-based and could be scaled down if the Company's liquidity
comes under pressure.

This is the first time that Moody's has rated Telx.

The ratings for the debt instruments reflect both the overall
probability of default for Telx, to which Moody's has assigned a
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.  The credit facilities will be secured by a first
priority interest in and lien on substantially all Telx's assets.
The facilities are rated B1 (LGD2-26%), one notch above the CFR,
as the relatively high lease payments for the company's data
center facilities provide a debt cushion for secured lenders.

Telx Group is a US-based provider of network neutral, global
interconnection, and colocation services.  The company's
headquarters are located in New York, NY.


TLC VISION: Bankruptcy Court Confirms Joint Chapter 11 Plan
-----------------------------------------------------------
On May 6, 2010, the U.S. Bankruptcy Court for the District of
Delaware confirmed the joint Chapter 11 plan of reorganization
for TLC Vision Corporation and its affiliates, TLCVision (USA)
Corporation and TLC Management Services, Inc.  The Plan was
sponsored by affiliates of Charlesbank Capital Partners, LLC and
H.I.G. Capital, LLC, and publicly supported by the committee of
creditors appointed by the Court.

The Plan provides for the payment in full in cash of all
outstanding amounts owing to the Company's senior secured lenders.
The Plan also provides up to US$9.0 million in cash and a
promissory note of up to US$3.0 million to satisfy unsecured
creditors of the Company, TLC USA and TLC MSI.  Under the Plan,
affiliates of Charlesbank and H.I.G. will acquire substantially
all the assets of the Company, including 100% of the equity of TLC
USA and the Company's six refractive centers in Canada.

The Plan will become effective upon satisfaction of all
outstanding closing conditions, including recognition of the
Court's confirmation order by the Ontario Superior Court of
Justice under the Canadian Companies' Creditors Arrangement Act.
The Company will seek the Canadian Court's recognition of the
Court's confirmation order.

A full-text copy of the press release concerning the Court's
confirmation of the Plan is available for free at:

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

A full-text copy of the Fifth Amended Joint Chapter 11 Plan of
Reorganization dated as of May 5, 2010, is available at no charge
at http://bankrupt.com/misc/tlcvision.fifthamendedplan.pdf

Based in Chesterfield, Mo., TLC Vision Corporation
-- http://www.tlcvision.com/-- is North America's premier eye
care services company, providing eye doctors with the tools and
technologies needed to deliver high-quality patient care.  Through
its centers' management, technology access service models,
extensive optometric relationships, direct to consumer advertising
and managed care contracting strength, TLC Vision maintains
leading positions in Refractive, Cataract and Eye Care markets.

TLC Vision Corporation and two of its wholly owned subsidiaries,
TLC Vision (USA) Corporation, and TLC Management Services, Inc.
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TLC VISION: S&P Withdraws 'D' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
corporate credit rating on St. Louis, Mo.-based TLC Vision Corp.
and removed its 'D' senior secured debt and '2' recovery ratings
on operating subsidiary TLC Vision (USA)'s $110 million secured
credit facility.

On May 6, 2010, the United States Bankruptcy Court for the
District of Delaware confirmed the joint Chapter 11 plan of
reorganization for TLC vision Corp. and its affiliates.  The
company no longer requires a rating from Standard & Poor's.


UNO RESTAURANT: To Seek Confirmation of Plan on June 21
-------------------------------------------------------
Uno Restaurant Holdings Corp. is now headed for a confirmation
hearing on its reorganization plan on June 21, after it recently
obtained approval of the explanatory disclosure statement.

The plan will give noteholders, owed $82.1 million, all the new
stock plus $1.75 million cash.  Unsecured creditors will split
$1.75 million cash provided by noteholders.  Prior to a
settlement, unsecured creditors were to receive nothing.

Certain noteholders are providing a backstop for a $27 million
rights offering for new second-lien debt.

Uno Restaurant expects the restructuring to reduce debt to $41
million from $176.3 million.

                      About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- has 179 company-owned and franchised
full-service Uno Chicago Grill restaurants located in 28 states,
the District of Columbia, Puerto Rico, South Korea, the United
Arab Emirates, Honduras, Kuwait, and Saudi Arabia.  The company
also operates a fast casual concept called Uno Due Go(R), a quick
serve concept called Uno Express, and a consumer foods division
which supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  The Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.

Weil, Gotshal & Manges LLP assist the Debtors in their
restructuring effort.  CRG Partners Group LLC is the restructuring
advisor.  Kurtzman Carson Consultants LLC serves as noticing and
claims agent.


US CENTRAL: Fitch Assigns New Individual Rating at 'E'
------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings for U.S. Central Federal Credit Union at 'AA' and 'F1+',
respectively.  Fitch has also removed USC's Individual Rating of
'F' and assigned new Individual rating of 'E'.  The Rating Outlook
is Stable.

The affirmation of the IDRs is based on the National Credit Union
Association's continued support of USC while the company operates
under NCUA conservatorship.  Fitch believes that NCUA will
continue to support the ongoing operations of USC to maintain the
stability of the corporate credit union system.  To that end, NCUA
is in the process of developing a plan to remove approximately
$50 billion of problem securities from the corporate credit union
system, much of which will be lifted out of USC.  The IDRs of USC
reflect the company's current support rating of '1' and the
support floor of 'AA', which Fitch still considers appropriate at
this time.  Given that USC's long-term IDR is at its support
floor, the Rating Outlook is Stable.  However, Fitch recognizes
that a restructuring of the corporate credit union network could
lessen the support provided to USC in the future.  Nonetheless,
Fitch believes that USC will continue to benefit from government
support throughout the planned restructuring of the corporate
credit union network and the implementation of new corporate
credit union regulations.

The removal of the 'F' Individual rating (assigned Feb. 2, 2009)
reflects the temporary nature of the rating, which is assigned to
signify a company that has defaulted or, in Fitch's opinion, would
have defaulted if it had not received external support.  USC was
placed under conservatorship on March 23, 2009.  The assignment of
the 'E' Individual rating is Fitch's reassessment of the company
on a standalone basis and reflects that the company continues to
operate under NCUA conservatorship and with substantial external
support.

Fitch assigns this Individual rating and removes 'F' Individual
rating:

U.S. Central Federal Credit Union

  -- Individual rating 'E'.

Fitch affirms these ratings:

U.S. Central Federal Credit Union

  -- Long-term Issuer Default Rating at 'AA';
  -- Short-term IDR at 'F1+';
  -- Short-term debt at 'F1+';
  -- Support rating at '1';
  -- Support floor at 'AA'.


US CONCRETE: Posts Wider Net Loss of $26.7 Million in Q1 2010
-------------------------------------------------------------
U.S. Concrete, Inc., filed on May 10, 2010, its quarterly report
on Form 10-Q, showing a net loss of $26.7 million on $90.3 million
of revenue for the three months ended March 31, 2010, compared
with a net loss of $11.0 million on $117.3 million of revenue for
the same period of 2009.  Net loss was $17.7 million in the fourth
quarter of the prior year.

Revenue from ready-mixed concrete and concrete-related products
segment decreased $26.6 million, or 24.9%, to $80.4 million for
the three months ended March 31, 2010, from $107.0 million in the
corresponding period of 2009.  Revenue declines reflected the
continuing downturn in residential home construction activity that
began in the second half of 2006 in all the Company's markets, and
the downturn in commercial construction and public works spending
due to the ongoing economic downturn in the United States.

Revenue from precast concrete products segment decreased 8.0% when
compared to the corresponding period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$381.7 million in assets and $415.7 million of liabilities, for a
stockholders' deficit of $34.0 million.

       Files for Chapter 11 to Implement Debt Restructuring

The Company reached an agreement with a substantial majority of
the holders of its 8 3/8% Notes on the terms of a comprehensive
debt restructuring plan prior to April 30, 2010, the date an event
of default would have occurred under the indenture relating to the
Notes for non-payment of interest.  The proposed plan will reduce
the Company's subordinated debt by roughly $272 million.  To
implement the restructuring, on April 29, 2010, the Company and
certain of its subsidiaries filed voluntary petitions in the U.S.
Bankruptcy Court for the District of Delaware under Chapter 11 of
the Bankruptcy Code.  The restructuring does not involve the
operations of the Company's 60%-owned Michigan subsidiary,
Superior Materials Holdings, LLC.

The Company filed a plan of reorganization with the Bankruptcy
Court on April 29, 2010.  The Plan provides that the Noteholders
all their Notes for equity in the  reorganized company.  Under the
Plan, all trade creditors will paid in full in the ordinary
course.  A hearing is set for June 3, 2010, to approve the
disclosure statement related to the Plan.

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

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

Houston, Tex.-based U.S. Concrete, Inc. is a major producer of
ready-mixed concrete, precast concrete products and concrete-
related products in select markets in the United States.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.

James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M.
Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is the
Company's co-counsel.

According to the schedules, the Company says that assets total
$389,160,000 while debts total $399,351,000.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.


USGEN NEW ENGLAND: Rejection Damages Limited to Present Value
-------------------------------------------------------------
WestLaw reports that under the Bankruptcy Code, which requires
contract rejection claims to be allowed or disallowed as if the
claim arose before the date of petition filing, a bankruptcy court
had to discount to present value as of the Chapter 11 debtor's
petition date the future payments that a Canadian owner-operator
of a natural gas pipeline would have received under the debtor's
natural gas transportation contract, had the debtor not rejected
it, in determining the owner-operator's claim for rejection
damages.  It did not matter that no future payments remained at
the time the claim was adjudicated.  In re USGen New England,
Inc., --- B.R. ----, 2010 WL 1416537 (Bankr. D. Md.).

                    About USGen New England

Headquartered in Bethesda, Maryland, USGen New England Inc., an
affiliate of PG&E Generating Energy Group LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Company filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465).  Marc Richards,
Esq., at Blank Rome LLP represents USGen New England in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  The Debtor filed its Second Amended
Plan of Liquidation and Disclosure Statement on March 24, 2005.
The Plan was confirmed on May 13, 2005.


VEBLEN WEST: Has Access to AgStar's Cash Collateral Until May 31
----------------------------------------------------------------
The Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for
the District of South Dakota approved the stipulation extending
Veblen West Dairy LLP's access to cash collateral of AgStar
Financial Services, PCA, and AgStar Financial Services, FLCA,
until May 31, 2010.

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

As adequate protection for the use of cash collateral, the Debtor
will:

     (i) provide interest-only payments on AgStar's existing loans
         on a monthly basis;

    (ii) grant AgStar replacement liens on all after-acquired
         collateral; and

   (iii) to operate its business to maximize the value of AgStar's
         collateral.

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.


VISTEON CORP: Exclusivity Right to File Plan Extended
-----------------------------------------------------
A bankruptcy judge has extended Visteon Corp.'s exclusive right to
file a reorganization plan, over the objections of an ad hoc
committee of its equity holders and Aurelius Capital Master Ltd.,
which had hoped to offer a rival plan, according to Bankruptcy
Law360.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware ruled Wednesday that the extension was "in
the best interest of the debtors' estates and their creditors,
Law360 says.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Order Appointing Pensioner to Committee Vacated
-------------------------------------------------------------
Upon further review, Bankruptcy Judge Christopher Sontchi vacated
his January 26, 2010 order directing the U.S. Trustee to appoint
one or more pension plan participants to the Official Committee of
Unsecured Creditors or appoint an official committee of pension
plan participants pursuant to Section 1102 of the Bankruptcy Code.

The recent Court ruling is in light of the Reconsideration Motion
filed by the Debtors of the Pension Committee Appointment Order.

The Bankruptcy Court retains jurisdiction of all matter
associated with the January 26 Order and its decision to vacate
the same.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Securities Holders Call Plan 'Unconfirmable'
---------------------------------------------------------------
Bankruptcy Law360 reports that a consortium of trust preferred
security holders has launched a challenge to Washington Mutual
Inc.'s disclosure statement, saying it contains significant
deficiencies regarding a settlement over $4 billion in demand
deposits that make the debtors' Chapter 11 reorganization plan
"unconfirmable on its face."

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WOODLAWN APARTMENTS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Woodlawn Apartments, LP
        aka Woodlawn Park Apartments
        aka Woodlawn Apartments or
        fka Martinique Partners, Ltd.
        402 11th Street North
        Naples, FL 34102

Bankruptcy Case No.: 10-10990

Chapter 11 Petition Date: May 7, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Amy Denton Harris, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: aharris.ecf@srbp.com

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

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-10990.pdf

The petition was signed by Ronald L. Glas, Barfield Bay Holdings,
Inc. president.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Amberton Apartments, LLC               10-03402    02/18/10

Brentwood Apartments Tampa, LLC        10-03334    02/17/10

Brookside Tampa, LLC                   09-28510    12/15/09

Central Park II, LLC                               02/19/10

Central Park/Vogue Limited Partnership 10-03566    02/19/10

Lincoln Square Lakeland, LLC           10-8756     04/15/10

Norton Clearwater Limited Partnership              05/07/10

Oakwood Palmetto, LLC                              05/07/10

Palma Ceia Apartments, LLC             10-00166    01/06/10

River Park Naples Limited Partnership  10-01837    01/28/10

RSG Family - RiverTree Landing         10-03604    02/19/10
Apartments, LLC

RSG Family Limited                                 05/07/10
Partnership - Immokalee

Terrace Point Apartments I, LLC        10-7946     04/05/10

Terrace Point Apartments II, LLC       10-7947     04/05/10

Terrace Point Apartments III, LLC      10-7949     04/05/10

The RSG Family Limited Partnership     10-01843    01/28/10
-Gordon River


XERIUM TECHNOLOGIES: Court Confirms Prepackaged Plan
----------------------------------------------------
Xerium Technologies, Inc. reported that on May 12, 2010, the U.S.
Bankruptcy Court for the District of Delaware confirmed the
Company's prepackaged plan of reorganization under chapter 11 of
the U.S. Bankruptcy Code.  The Company had filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code on
March 30, 2010. T he Company anticipates the plan of
reorganization to become effective by the end of May 2010, at
which time the Company would exit bankruptcy protection, though
the Company can make no assurance as to when, or ultimately if,
the plan will become effective.  In connection with the emergence
from bankruptcy, the Company expects to enter into an amendment
and restatement of its senior credit facility.

"Through our ongoing operational and financial restructuring, we
have worked diligently to position ourselves to exit the recession
as a stronger and more competitive company," said Stephen R.
Light, President, Chief Executive Officer and Chairman.  "We
appreciate the Delaware court's diligent and expeditious handling
of our prepackaged plan of reorganization under chapter 11.  Now
we are looking forward to putting this balance sheet restructuring
behind us.  We thank our lenders, shareholders, customers,
suppliers and employees for their continued support and patience
throughout this process."

Commenting on Xerium's first quarter results, Mr. Light added,
"Sales increased both sequentially and year-over-year, as we
continue to experience increasing demand.  Meanwhile, our new
product initiatives are beginning to gain measurable traction by
providing customers with increased performance at lower overall
cost.  With our restructuring soon to be behind us, we're eager to
turn our full attention to our markets and operations to expand
and enhance our competitive position as we grow the company for
the benefit of all stakeholders."

"Consistent with this increased focus on operations, in the past
few weeks, we executed a memorandum of understanding ("M.O.U.")
with a leading Chinese paper machine clothing manufacturer.  The
M.O.U. facilitates the parties' negotiations regarding their
business collaboration, which, if fully implemented, could provide
Xerium with in-country manufacturing capabilities to further
accelerate our market penetration throughout Asia," said Mr.
Light.

A full text copy of the company's first quarter results is
available free at:

     http://ResearchArchives.com/t/s?620b

Xerium's reorganization plan converts $620 million of secured debt
into 82.6% of the new stock, $10 million cash, and $410 million in
new term loans to mature in 2015.  Existing shareholders keep
17.4% of the stock while being given warrants for another 10%.
Unsecured creditors are being paid in full.

Bill Rochelle at Bloomberg News reports that shareholders Privet
Fund Management LLC and Tiburon Capital Management Inc. withdrew
their objections to the Plan.  Privet Fund Management LLC and
Tiburon Capital Management Inc. previously said in an objection
that the valuation of the company underpinning the plan is based
on "stale data" while Xerium's business has improved
"dramatically."  The shareholders noted that the projections are
based on an assumption that margins will remain at 20% rather than
the historical level of 23.7%.

                    About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.

Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Xerium Technologies and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


YOUNG BROADCASTING: PwC Named as New Independent Auditors for 2009
------------------------------------------------------------------
Young Broadcasting Inc., on April 28, 2010, upon approval of the
U.S. Bankruptcy Court for the Southern District of New York,
dismissed Ernst & Young LLP as its independent registered public
accounting firm.

During the years ended December 31, 2008 and 2007, and through
April 28, 2010, there were no disagreements with E&Y on any
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
if not resolved to E&Y's satisfaction, would have caused E&Y to
make reference to the matter in their reports.

The Audit Committee has appointed PricewaterhouseCoopers LLP as
the Company's independent auditors for the fiscal year ending
December 31, 2009.  During the years ended December 31, 2008, and
2007, and through March 17, 2010, the Company engaged PwC to
provide certain tax services.  The Audit Committee reviewed the
nature of these services and determined they would not impair
PwC's independence with respect to the December 31, 2009 audit.

                    About Young Broadcasting

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; Epiq Bankruptcy
Solutions LLC as claims agent; and David Pauker as chief
restructuring officer.  Andrew N. Rosenberg, Esq., at Paul Weiss
Rifkind Wharton & Harrison LLP, serves as counsel to the official
unsecured creditors committee.


* Junk Covenants Regress to 2006-2007 Levels, Says Moody's
----------------------------------------------------------
Recent high-yield bond issuance shows a weakening in covenant
protections for investors even beyond what was seen at the peak of
the market in 2006 and 2007, said Moody's Investors Service in a
May 12 report.

More of these covenant-light structures are likely despite the
high leverage of many of the speculative-grade debt issuers
involved and the likelihood of shareholder-friendly actions which
can erode bond value over the long term, the ratings agency said.
In April 2010, high-yield issuers rated as low as B3 have
introduced plain vanilla or hybrid investment-grade structures
into the bond market.  These include issuers that until now have
used traditional high-yield structures, which are now rated many
notches below investment-grade, the report said.  "In addition,
broadly speaking, new secured bonds, many in the Caa/single-B
range, use collateralized structures that often give investors
little added protection compared to the credit facility lenders
who share the collateral," said Alexander Dill, Moody's Vice
President-Senior Covenant Officer.  "These trends reflect a
weakening in covenant protections even below those existing at the
peak of the market, in 2006 and 2007."

What does it mean for bondholder protection, now and in the long
run?

Once introduced, the DNA of a structure offering operational
flexibility will be replicated, said Moody's, as the 2006-2007 LBO
structures used today show.  Rather than tightening covenant
structure, issuers will offer higher coupons.

In addition, current supply and demand also play a role, as a
broad array of issuers face significant refinancing needs.
Moody's report offers some recent examples of these negative
trends in covenant protection. These trends were initially
identified in Moody's pre-sale "snapshots", summary analyses that
highlight key features of a new bond before pricing, place them in
the context of an issuer's existing bonds and other similarly-
rated issuers.  The report also provides Moody's opinion in terms
of long-term protection of bond value.

"Nevertheless, although these trends signify a higher risk of
eroding value, we believe investors have a varied portfolio of
covenant structures to choose from that can offer significant
protection in this respect," Dill said.

The full report, "Back to the Future? "Cov-lite" Bonds Enter the
Deep High-Yield Space," is available at http://www.moodys.com/


* Default Rates Continue Declining in April, Moody's Says
---------------------------------------------------------
The worldwide default rate on junk-rated companies declined to 9%
in April from 10% in March, a report yesterday Moody's Investors
Service said, according to Bloomberg News.  The default rate
topped out at 13.5% in November, Moody's said.  During the first
four months of 2010, 22 companies defaulted, compared with 115 in
the same period of 2009.  Looking only at junk-rated companies in
the U.S., the default rate in April declined to 9.5% from 11% in
March.

In a separate report, Moody's, according to Bloomberg News, said
that companies owned by private-equity investors were responsible
for more than half of defaults in 2009.  Private equity-sponsored
companies also had a larger share of distressed-debt exchanges and
prepackaged bankruptcies than other companies.


* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy
----------------------------------------------------------
Authors: Thomas J. Salerno; Craig D. Hansen; Jordan A. Kroop
Publisher: Beard Books
Hardcover: 728 pages
List Price: $174.95

The newly revised edition of The Executive Guide To Corporate
Bankruptcy is perfectly timed.  As the global economy continues to
deteriorate, more and more companies are sinking into insolvency
with executives at their helm who need a crash course in
bankruptcy realities.  This excellent book will quickly get both
the seasoned executive and the uninitiated lawyer up to speed on
the bankruptcy process.

Salerno, Kroop and Hansen understand that the reorganization
process can be intimidating, puzzling, and generally unpleasant.
They penetrate the opaque gloom that some lawyers tend to
perpetuate.  Each chapter of this book addresses a different
aspect of the reorganization process, beginning with an overview
of the origins and purpose of US bankruptcy laws and ending with a
debunking of common myths about reorganization.  In between, they
discuss each chapter of the bankruptcy code; discussing the gamut
from liquidations through Chapter 11 sales and full-blown
reorganizations.  The authors' ability to distill the bankruptcy
code's complex language into comprehensible and manageable blocks
of information makes the book extremely readable.

The Executive Guide is full of pragmatic advice.  After laying out
the essential elements and key players in the restructuring
process, the authors get down to the nitty gritty of navigating a
distressed company through reorganization.  They realistically
assess the challenges that an executive should expect to face in
Chapter 11.  They discuss how to assuage and balance the concerns
of employees and key vendors, address the inevitable creditor
dissatisfaction with executive compensation, deal with members of
their professional team and work effectively as an executive whose
actions will be constantly scrutinized and second-guessed.  The
authors also provide the cautionary note that "executives
preparing to embark on a reorganization are usually too
preoccupied with business emergencies to think about the personal
toll that the process will exact."

One common flaw in books that try to be accessible while dealing
with technical topics is that they fall short in providing the
reader with a substantive understanding of the subject matter.
The Executive Guide to Corporate Bankruptcy avoids this pitfall.
The book's fourth and fifth chapters provide in-depth analysis of
the strategic decisions and steps that should be taken during the
restructuring process.  The authors explain the importance that
venue can have a case, the intricacies of first day motions and
how to prepare for confirmation.  There is a detailed discussion
of the sale of assets during the course of a Chapter 11
restructuring and the importance of making sure that major
constituencies are a part of the decision-making process.  They
also walk the reader through the specifics of a plan of a
reorganization, explaining the dynamics of the negotiation
process, especially how to understand and appreciate the needs of
your constituents and how to get a plan confirmed.

The icing on the cake for this book is the excellent appendix.
The final section of the book includes a user-friendly glossary of
commonly used bankruptcy terms and a reorganization timeline.  It
also includes sample documents such as debtor-in-possession (DIP)
financing agreements, operating reports, first day motions and
orders, management severance agreements, and more.  The summary of
management incentive stock plans implemented in recent
restructuring transactions is particularly informative.

This is a terrific book.  While geared to the non-lawyer
executive, it will also be a useful resource for any lawyer who
wants to gain practical familiarity with the bankruptcy process.
This should be a best seller in today's environment, though it may
need to be delivered to most executives in a brown paper wrapper.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***