TCR_Public/100518.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 18, 2010, Vol. 14, No. 136

                            Headlines

2151 HOTEL: Request to Use Cash Collateral Denied
2151 HOTEL: Proposes to Sell Assets to Macino for $14 Million
ACCEPTANCE INSURANCE: Petition for Writ of Certiorari Denied
ACCREDITED HOME: Opposes Creditors' Bid to Probe Claims
ACUMENT GLOBAL: S&P Upgrades Credit Rating to B- From CCC+

ALERIS INTERNATIONAL: Court Enters Written Order Confirming Plan
ALL AMERICAN: Samsung Appeals Ruling on Antitrust Arbitration
ALMATIS BV: Has Injunction Against Utility Companies
ALMATIS BV: Proposes to Pay Claims of Critical Vendors
ALMATIS BV: Proposes to Pay Prepetition Sales & Use Taxes

ALMATIS BV: To Maintain Prepetition Insurance Policies
ASARCO LLC: Asbestos Trust Submits 2009 Report
ASARCO LLC: Submits March 31 Post-Confirmation Quarterly Report
ASARCO LLC: Wants Details on Oppenheimer $10.19MM Fee Request
ATLANTIC COAST: Court Reinstates Reorganization Case

AVENTINE RENEWABLE: Whitebox Advisors Owns 12.3% of Common Shares
BI-LO LLC: Reorganized Entity Has 'B' Credit Rating from S&P
BLACK BULL: Court Denies Access to DIP Loans from CIP BB
BLOCKBUSTER INC: Incurs $65.4 Million Net Loss in Q1 2010
BOESER INC: Taps Joseph Anthony Wentzell as Bankruptcy Counsel

BOESER INC: U.S. Trustee Unable to Form Creditors Committee
BOESER INC: Has Access to Prepetition Lenders' Cash Until June 15
BROADSTAR WIND: Files for Chapter 11 Protection
BROWN PUBLISHING: Gets Interim OK to Use PNC's Cash Collateral
BROWN PUBLISHING: Asks Court to Approve Auction Procedures

BROWN PUBLISHING: Asks for Court OK to Obtain DIP Financing
BWAY CORP: S&P Affirms B+ Credit Rating; Outlook Negative
CALIFORNIA COASTAL: Reinstates Ban on Acquisitions of Common Stock
CALIFORNIA COASTAL: Posts $2.4 Million Net Loss in Q1 2010
CANWEST GLOBAL: Canada Unit Has OK to Hold Meeting with Creditors

CENTRAL METAL: Plan Outline Hearing Scheduled for May 27
CERTIFIED DIABETIC: Files For Chapter 11 Bankruptcy Protection
CHEM RX CORP: Organizational Meeting to Form Panel on May 21
CHEM RX: Needs CRO to Have Access to Cash Collateral
CINCINNATI BELL: Fitch Puts B+ IDR on Rating Watch Negative

COLLIER LAND: U.S. Trustee Unable to Form Creditors Committee
COLLIER LAND: Meeting of Creditors Scheduled for June 16
CONVERSION SERVICES: Reports $557,110 Net Loss for March 31 Qtr
COOPER-STANDARD: CS Automotive Sells $450 Million in Notes
COOPER-STANDARD: RSM Richter Seeks Nod for Activities

COSINE COMMUNICATIONS: Reports $199,000 Net Loss for March 31 Qtr
CRESTRIDGE ESTATES: Dismissal or Conversion Hearing Set for May 26
DEAN FOODS: S&P Affirms BB- Rating & Changes Outlook to Negative
DELTA MUTUAL: Board OKs Employment Deals with CEO and EVP
DELTA MUTUAL: Reports Sale of Shares to Private Investor

DOMTAR CORP: S&P Raises Long-Term Credit Rating to BB+
DOWNTOWN MAITLAND: Reorganization Case Transferred to Florida
DYNAVAX TECHNOLOGIES: March 31 Balance Sheet Upside-Down by $1.8MM
EPICEPT CORP: Reports $4,508,000 Net Loss for March 31 Quarter
EPICEPT CORP: Annual Stockholders' Meeting Set for June 3

EPIX PHARMACEUTICALS: To Hold Shareholders Meeting on June 23
EPIX PHARMACEUTICALS: Posts Additional Info on Auction Sale
EXTENDED STAY: Bank of America Objects to Plan
EXTENDED STAY: Plan Exclusivity Extended Until Sept. 16
EXTENDED STAY: U.S. Trustee Objects to $9MM in Professional Fees

FAYETTEVILLE MARKETFAIR: Cash Collateral Hearing Set for May 24
FAYETTEVILLE MARKETFAIR: Plan Confirmation Hearing Set for June 29
FIRST NATIONAL: March 31 Balance Sheet Upside-Down by $8.9 Million
GENERAL GROWTH: Bidding Protocol for Equity Investments Approved
GENERAL GROWTH: Reports $78,358,000 Net Income for First Quarter

GENERAL MOTORS: Old GM Says Claims Reduced by $120 Billion
GTC BIOTHERAPEUTICS: Posts $7.7 Million Net Loss in Q1 2010
GULFSTREAM CRANE: Hearing on Continued Cash Use Set for June 10
HANMI FINANCIAL: Incurs $49.5 Million Net Loss in Q1 2010
IMPERIAL CAPITAL: Court Schedules June 14 as Claims Bar Date

IMPERIAL CAPITAL: Has Until June 18 to File Chapter 11 Plan
INN AT MISSOURI: Wants Receiver to Turn Over Assets
INNATECH LLC: Files Schedules of Assets and Liabilities
IRVINE SENSORS: Reports $3,419,600 Net Loss for March 29 Quarter
LAS VEGAS MONORAIL: Court Extends Claims Bar Date for 45 Days

LIQUIDATION OUTLET: Taps Brian L. Budsberg as Bankr. Counsel
LIQUIDATION OUTLET: U.S. Trustee Forms 3-Member Creditors Panel
LIQUIDATION OUTLET: Can Obtain $2MM DIP Loan from LOI Capital
LIQUIDATION OUTLET: Court OKs Sale of All Assets to Hilco Merchant
LPATH INC: Reports $659,471 Net Income for March 31 Quarter

LPATH INC: Annual Stockholders' Meeting Set for June 30
LPATH INC: Registers 68 Million Shares for Resale
LPL HOLDINGS: S&P Changes Outlook to Positive & Affirms B+ Rating
MEDICAL STAFFING: Posts $6.5 Million Net Loss in Q1 2010
MIDWEST BANC: March 31 Balance Sheet Upside-Down by $49.5 Million

MILESTONE SCIENTIFIC: Reports $83,922 Net Income for March 31 Qtr
MILESTONE SCIENTIFIC: Annual Stockholders' Meeting Set for May 26
MORRIS PUBLISHING: Earns $171.5 Million in Q1 2010
NEFF CORP: Commences Prearranged Reorganization Under Chapter 11
NEFF CORP: Receives Approval of First Day Motions

NV ENERGY: Fitch Raises IDR & Sr. Unsecured Debt Rating to BB
OPUS EAST: Trustee Seeks Approval of APG Settlements
OPUS EAST: Wants Lease Decision Period Extension Until Aug. 25
OPUS EAST: Trustee to Assume Albrittain Contracts
OPUS WEST: Gets Nod of RGH Geotechnical Settlement

PACIFIC ETHANOL: Posts $10.9 Million Net Loss in Q1 2010
PCAA PARENT: Has Approved Sale and Confirmed Plan
PCAA PARENT: Aurora Capital Agrees to Buy Firm's Assets
PHILADELPHIA NEWSPAPERS: Inks $139MM Ch. 11 Deal with Lenders
PILGRIM'S PRIDE: Prisoner Tries to Intervene in Case

PROJECT ORANGE: Asks for Court Okay to Obtain DIP Financing
PROJECT ORANGE: Gets Interim Okay to Use Cash Collateral
RAHAXI INC: Killian McGrath Resigns From Board of Directors
RASER TECHNOLOGIES: Incurs $7.6 Million Net Loss in Q1 2010
REFCO INC: Investors Settle with Underwriters & THL Entities

REFCO INC: Mayer Brown Not Liable for Mess, 2nd Cir. Affirms
REFCO INC: Ex-Directors Forfeit $39MM to Settle Fraud Claims
REUNION INDUSTRIES: Steel Partners Ceases to Own Common Shares
RQB RESORT: Wants Access to Cash Collateral Extended
SAINT VINCENTS: Individuals Can't Exercise State's Powers

SAPPHIRE NATIONAL: Court Dismisses Reorganization Case
SENSUS USA: S&P Revises Outlook to Stable & Affirms B+ Rating
SPECIALTY TRUST: Gets Interim Access to Cash Collateral
SPECIALTY TRUST: Taps Pachulski Stang as Gen. Bankruptcy Counsel
SPECIALTY TRUST: Wants Schedules Filing Extended Until May 24

STERLING FINANCIAL: Taps Les Biller as Chairman of the Board
TAGISH LAKE: Extends CCAA Stay Protection Until July 7
TAYLOR-WHARTON: Selling Cylinders Business in June
TEXAS COMMERCIAL: Prepetition Claims Become 'New' Debt Under Plan
TP INC: Bankruptcy Administrator Unable to Form Creditors Panel

TRIBUNE CO: Lenders Object to Exclusivity Period Extension
TROPICANA ENT: LandCo Submits 1st Quarter Post-Confirmation Report
TROPICANA ENT: OpCo Wants to Reject IP Agreements
TROPICANA ENT: W. Yung, et al., Want Lightsway Suit Dropped
TRUMP ENTERTAINMENT: Posts $32 Million Net Loss in Q1 2010

UNI-PIXEL INC: Incurs $2.1 Million Net Loss in Q1 2010
UNION FOR TRADITIONAL JUDAISM: Files for Ch. 11 in White Plains
VERENIUM CORP: Posts $12 Million Net Loss for First Quarter
VYTERIS INC: Reports $3.2 Million Net Loss for March 31 Quarter
VYTERIS INC: Closes Sale of $725,000 Promissory Notes Due 2013

WASHINGTON MUTUAL: FDIC & PBGC Object to Plan Outline
WASHINGTON MUTUAL: Files Amended Plan of Reorganization
WAVE SYSTEMS: Acquires 2 Storage Security Patents for $1.1MM
WAVE SYSTEMS: Posts $764,175 Net Loss for March 31 Quarter
WAVE SYSTEMS: 2010 Annual Stockholders' Meeting Set for June 21

WHITE BIRCH: S&P Sees Poor Recovery on CCAA & Ch. 11 Proceedings
XERIUM TECHNOLOGIES: Court Enters Order Confirming Prepack Plan
XERIUM TECHNOLOGIES: Rule 2015.3 Reports Due June 30
XERIUM TECHNOLOGIES: Schedules Deadline Extended Until June 30

* Fitch Affirms Individual Ratings of 8 Major Credit Unions at E
* Poll Shows US City, Not Sovereign, More Likely to Default

* Pachulski Stang Bankruptcy Lawyer Joins Venable LLP

* Large Companies With Insolvent Balance Sheets


                            *********


2151 HOTEL: Request to Use Cash Collateral Denied
-------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California denied 2151 Hotel Circle South,
LLC's request to use cash collateral securing its obligations to
prepetition lenders.

Stuart J. Wald, Esq., at the Law Offices of Stuart J. Wald, the
attorney for the Debtor, explained to the Court that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.  A copy of the budget for the use of cash
collateral is available for free at:

   http://bankrupt.com/misc/2151_HOTEL_cashcollmotionbudget.pdf

Ramada Plaza Hotel, the Debtor's primary asset, is encumbered by a
deed of trust and assignment of rents in favor of G5 Global
Partners IX, LLC, as assignee of Wells Fargo Bank, N.A., as
trustee for the Registered Holders of Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-
FNV1, which secure a debt of $30,000 in cash.  The Debtor has
filed a motion for the approval of the sale of the Hotel for
$14,000,000, and will ask the Court, after the close of escrow, to
dismiss the Debtor's bankruptcy case by no later than June 30,
2010, upon the payment of non-insider creditors in full.

The Hotel is being run by a receiver.

The Debtor asserted that the Lender is fully protected by and for
such use, as the pending offer to purchase the Hotel for $14
million establishes a strong equity cushion in excess of the
Lender's $11 million claim.  The use will be until the sale can
close, which will happen no later than June 14, 2010.  Based on
the data collected by the Debtor to project its income and
expenses for the month of May 2010, the Debtor will need to spend
$267,586 to operate its business, including monthly set-asides for
real property taxes and insurance.  Against these expenses, the
Debtor expects to generate revenues of $295,635, providing further
adequate protection through profitable operations, which preserve
value until the sale can be consummated.  The Debtor estimates
that June expenses will be roughly similar for the full month, but
the sale will close before the month will be half-over.

G5 Global, however, objected to the Debtor's request to use cash
collateral.  In April 2010, two weeks after the Court dismissed
the Debtor's second bankruptcy case, and despite a court order
prohibiting the re-filing of the case, the Debtor re-filed the
case in the U.S. Bankruptcy Court for the Southern District of
California.

G5 Global said that since the first bankruptcy, the Debtor has
used G5 Global or its predecessor in interest's cash collateral
without the secured lender's consent or court authority.  Months
after the unlawful use, the Debtor finally and untimely requested
$200,000 a month in cash collateral usage, which was denied by the
Court.  It can be estimated from that motion that the Debtor, as
of April 30, 2010, has already used more than $800,000 of cash
collateral, up until its third filing, without consent.

G5 also claimed that the Debtor failed to provide adequate
protection in return for using cash collateral.

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.


2151 HOTEL: Proposes to Sell Assets to Macino for $14 Million
-------------------------------------------------------------
2151 Hotel Circle South, LLC, has asked the U.S. Bankruptcy Court
for the Southern District of California for permission to sell its
assets to Macino Entertainment Hollywood Corporation for
$14 million.

The Debtor says that the sale price will be more than sufficient
to pay all of the Debtor's non-insider creditors in full.

The Macino offer requires the Debtor to provide two standard
third-party reports, on natural hazard zones and a phase one
environmental survey report.  Escrow has been opened with a
$140,000 deposit and is due to close no later than June 14, 2010,
although it may be ready to close earlier than that date.

The Debtor, post-closing, will be able to pay off all of its non-
insider creditors in full, have its Chapter 11 case dismissed, and
proceed to self-liquidated outside of bankruptcy.

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.


ACCEPTANCE INSURANCE: Petition for Writ of Certiorari Denied
------------------------------------------------------------
On December 9, 2003, Acceptance Insurance Companies Inc. filed a
complaint against the United States of America in the U.S. Court
of Federal Claims.  The Company alleged that by not approving the
proposed sale of certain insurance assets of its unit American
Growers Insurance Company to Rain and Hail L.L.C. the Risk
Management Agency rendered valueless the insurance business of
American Growers.  The Company also alleged that in rejecting the
proposed transaction, the RMA effected a taking of the Company's
property (i.e., the American Growers insurance assets) for public
use without just compensation in violation of the Fifth Amendment
to the United States Constitution.

The Risk Management Agency of the U.S. Department of Agriculture
operates and manages the Federal Crop Insurance Corporation, a
wholly-owned Government corporation.  FCIC manages the Federal
crop insurance program.

On September 25, 2008, the U.S. Court of Federal Claims granted
the motion of the United States to dismiss, with prejudice, the
Company's complaint for failure to state a claim upon which relief
may be granted.  The Company appealed this dismissal.  On
October 1, 2009, the U.S. Court of Appeals for the Federal Circuit
affirmed the dismissal of the Company's claim.  On December 29,
2009, the Company filed a Petition for Writ of Certiorari with the
Supreme Court of the United States requesting the Supreme Court to
review on appeal the judgment of the Court of Appeals for the
Federal Circuit affirming the dismissal of the claim.

In a regulatory filing Wednesday, the Company disclosed that the
U.S. Supreme Court denied on May 3, 2010, its Petition for Writ of
Certiorari.

                    About Acceptance Insurance

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies, Inc. -- http://www.aicins.com/-- owns, either
directly or indirectly, several companies, one of which is an
insurance company that accounts for substantially all of the
business operations and assets of the corporate groups.

The Company filed for Chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates --
Acceptance Insurance Services, Inc., and American Agrisurance,
Inc. -- each filed Chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on January 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz PC, LLO,
represent the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.


ACCREDITED HOME: Opposes Creditors' Bid to Probe Claims
-------------------------------------------------------
Bankruptcy Law360 reports that Accredited Home Lenders Holding Co.
is fighting a motion from its official committee of unsecured
creditors seeking to assume authority to investigate and prosecute
claims on its behalf, arguing that it should be allowed to
complete its "active pursuit" of a settlement for the claims.

AHLH lodged an objection Thursday in the U.S. Bankruptcy Court for
the District of Delaware, alongside a similar objection from a
separate group of creditors, according to Law360.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


ACUMENT GLOBAL: S&P Upgrades Credit Rating to B- From CCC+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'B-' from 'CCC+', on Troy, Mich.-
based Acument Global Technologies Inc. "At the same time, we
placed the ratings on CreditWatch with positive implications,
indicating the possibility that we may raise the ratings again in
the future."

"The upgrade on Acument reflects the company's improved liquidity
and operating results," said Standard & Poor's credit analyst
Sarah Wyeth. "The CreditWatch listing reflects the company's
announcement that they have signed a definitive agreement to sell
the Avdel and Global Electronics and Commercial (GEC) business
units and will use the proceeds to pay down debt," she continued.
"A further upgrade is subject to the timeliness and final terms of
the transaction, and our review of the company's subsequent
financial and strategic policies."

"The CreditWatch positive placement reflects our view that the
contemplated sale of Avdel and GEC, if completed according to the
terms that we expect, would result in meaningful debt and
financial leverage reduction.  Subject to our review of financial
and strategic policies, we could raise the corporate credit rating
on Acument by one notch. We expect to resolve the CreditWatch
placement on completion of the transaction and debt repayment. We
would also review the ratings and CreditWatch placement if the
proposed transaction is delayed, cancelled, or completed on
materially different terms than we currently expect."


ALERIS INTERNATIONAL: Court Enters Written Order Confirming Plan
----------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed Aleris International, Inc. and its
debtor affiliates' First Amended Plan of Reorganization on
May 13, 2010.

Judge Shannon held that the Debtors have satisfied their burden
of proof of producing evidence that the Plan complies with
Sections 1129)(a), 1129(b), and 1129(d) of the Bankruptcy Code.

Specifically, Judge Shannon ruled that:

(1) The Plan complied with all the applicable provisions of
   Section 1129(a)(1) of the Bankruptcy Code.

   * All Claims and Equity Interest within each class are
     substantially similar to the other Claims and Equity
     Interests within that class.  Also, the Plan does not
     propose a classification scheme to create an impaired
     consenting class or to manipulate class voting.  Thus, the
     Plan satisfies Section 1122(a) of the Bankruptcy Code.

   * In accordance with Section 1122(b), the designation of a
     class of Convenience Claims in Section 3.2.4 of the Plan is
     reasonable and necessary for administrative convenience.
     Accordingly, the classification of Convenience Claims in
     U.S. Debtors Class 4 satisfies Section 1122(b).

   * The Plan properly and adequately classify all Claims and
     Equity Interests required to be so classified, and,
     accordingly, the Plan satisfies Section 1123(a)(1).

   * Because the Plan identifies the Unimpaired Classes, the
     Plan satisfies Section 1123(a)(2).

   * Because the Plan specifies the treatment of each Impaired
     Class, the Plan satisfies Section 1123(a)(3).

   * Each member of each Class receives the same treatment as
     any other member within the same Class.  To the extent a
     Backstop Party receives additional or different
     consideration under the Plan, the Backstop Party receives
     that consideration in exchange for the commitments of the
     Backstop Party under the Equity Commitment Agreement or as
     part of the 9019 Settlement.  Because the Plan provides the
     same treatment for each Claim or Equity Interest in each
     class, the Plan satisfies Section 1123(a)(4).

   * Various provisions of the Plan provide adequate means for
     implementation of the Plan.  The Plan provides, among other
     things, the:

       -- offering of Subscription Rights through the Rights
          Offering;

       -- issuance and sale of the IntermediateCo Preferred
          Stock;

       -- settlement of certain disputes through the 9019
          Settlement; and

       -- issuance of New Common Stock and the IntermediateCo
          Notes.

     The Plan contains the provisions governing distribution of
     property of the Debtors' estates to creditors entitled to
     receive Distributions under the Plan.  The Plan also
     provides for the assumption and rejection of various
     executory contracts and unexpired leases.  Thus, the Plan
     satisfies Section 1123(a)(5).

   * In accordance with the Plan, each Debtor as of the
     Effective Date will amend or amend and restate its
     organization documents, which, as amended or amended and
     restated, will contain a provision prohibiting the issuance
     of non-voting equity securities.  In addition, each of the
     OpCos (to which the assets of Aleris and certain other
     Debtors are being transferred pursuant to the Acquisition
     Agreement) also has in its charter a provision prohibiting
     the issuance of non-voting equity securities.  Accordingly,
     the Plan satisfies Section 1123(a)(6).

   * The Debtors identified the initial board of directors for
     HoldCo and the relevant qualifications of each director.
     The Plan provides that the current officers of Aleris will,
     on the Effective Date, become the officers of Holdco with
     comparable titles and responsibilities, and those officers
     will serve in accordance with applicable non-bankruptcy
     law, any employment agreements with Holdco, IntermediateCo,
     or the Reorganized Debtors, and any Amended and Restated
     Organizational Documents.  Because the appointment of the
     initial board of directors of Holdco and the continuation
     in office of the current officers of Aleris are consistent
     with the interest of creditors and with public policy, the
     Plan satisfies Section 1123(a)(7).

   * The Plan provides for the assumption or assumption and
     assignment of executory contracts and unexpired leases.
     The Plan also provides for the rejection of executory
     contracts and unexpired leases.  Thus, the Plan complies
     with Section 1123(b)(2).

   * The Plan includes a 9019 Settlement which is fair,
     reasonable, in the best interest of the creditors, and
     well within the range of reasonableness.  Accordingly, the
     9019 Settlement is consistent with Section 1123(b)(3)(A).
     The Plan provides for the retention by the Reorganized
     Debtors of the right to pursue rights, claims, and causes
     of action accruing to the Debtors, without limitation,
     avoidance actions under Chapter 5 of the Bankruptcy Code.
     Accordingly, the retention of rights is consistent with
     Section 1123(b)(3)(B).

(2) Because the Debtors have complied with Sections 1125 and 1126
   of the Bankruptcy Code and all other provisions, the Debtors
   satisfy Section 1129(a)(2) of the Bankruptcy Code.  Prior to
   entry of the Initial Disclosure Statement Order, the Debtors
   did not solicit acceptances of the Plan.  The Plan provides
   that holders of Equity Interests in the Impaired
   Non-Voting Classes will not receive or retain any property
   under the Plan on account of those Equity Interests.

(3) Because the Plan has been proposed with the legitimate and
   honest purpose of reorganizing the Debtors' business and
   affairs and maximizing the value available for distribution
   to creditors, the Debtors have proposed the Plan in "good
   faith and not by any means forbidden by law" and, in turn,
   the Plan satisfies Section 1129(a)(3).

(4) The Bankruptcy Court has approved all payments made by the
   Debtors out of the ordinary course of business, and the Plan
   provides that all payments made or to be made to any
   professional retained by an order of the Bankruptcy Court
   will be subject to the Bankruptcy Court's review and approval
   upon final application of the applicable professional, thus
   the Plan satisfies Section 1129(a)(4).

(5) The Debtors have disclosed in the Disclosure Statement, the
   Plan, and Exhibits of the Plan the identities and nature of
   compensation of those persons who will serve, on the
   Effective Date, as directors and officers of Holdco.  Based
   on, among other things, the experience, education, or
   particular skills of each individual and the manner of
   selection of each individual and any successor, the
   appointment or continuation in office of those individuals is
   consistent with the interests of creditors and with public
   policy.  Thus, the Plan satisfies Section 1129(a)(5) of the
   Bankruptcy Code.

(6) Because the Plan does not provide for any changes in the
   rates that require regulatory approval of any governmental
   agency, Section 1129(a)(6) is not applicable.

(7) Each Creditor or holder of any Equity Interests in an
   Impaired Class (a) will receive a distribution or retain
   property under the Plan of a value not less than that which
   that creditor or equity interest holder would receive or
   retain under chapter 7 liquidation or (b) voted to accept the
   Plan.  Accordingly, the Plan satisfies the "best interest"
   test under Section 1129(a)(7).

(8) Each Voting Impaired Class has accepted the Plan by at least
   two-thirds in amount and a majority in number of the Claims
   in each Class actually voting, and all impaired classes of
   Claims have accepted the Plan.  Because holders of Equity
   Interests in the Non-Voting Impaired Classes will not retain
   any property on account of their interests, those holders
   and, in turn, their classes, are impaired and deemed not to
   have accepted the Plan pursuant to Section 1126(g) of the
   Bankruptcy Code, and the Plan does not satisfy Section
   1129(a)(8).  Although the Plan does not satisfy Section
   1129(a)(8), the Plan may be confirmed pursuant to Section
   1129(b).

(9) Section 1129(a)(9) provides for the mandatory treatment of
    certain claims entitled to priority under the Bankruptcy
    Code.  Thus, the Plan satisfies Section 1129(a)(9).

(10) Because each of the Impaired Voting Classes accepted the
    Plan without including any acceptances by insiders, the Plan
    satisfies the requirements of Section 1129(a)(10).

(11) The feasibility test set forth in Section 1129(a)(11)
    requires the Bankruptcy Court to determine whether the
    reorganized debtor has a reasonable assurance of commercial
    viability.  Based on projections, the Debtors and
    Reorganized Debtors will likely be able to satisfy all
    their obligations under the Plan after confirmation and will
    not require liquidation or further financial reorganization
    after confirmation except as provided under the Plan.

(12) The Plan provides that all fees payable pursuant to Section
    1930 of title 28 of the United States Code will be paid by
    the Debtors on or before the Effective Date.  Accordingly,
    the Plan satisfies Section 1129(a)(12).

(13) The Debtors are not seeking to modify any retiree benefits
    protected by Section 1114 of the Bankruptcy Code.  The Plan
    provides that any benefit plans, policies, or programs that
    the Debtors are required to continue will be deemed to be,
    and will be treated as though they are, executory contracts
    that are deemed assumed under the Plan, and the Debtors'
    obligations under those plans, policies, and programs will
    be deemed assumed pursuant to Section 365, survive
    confirmation of the Plan, remain unaffected, and not be
    discharged.  Accordingly, the Plan satisfies Section 1129(a)
    (13).

(14) Sections 1129(a)(14), 1129(a)15), and 1129(a)(16) are not
    Applicable because the Debtors do not owe any domestic
    support obligations, are not individuals, and are not non-
    profit corporations.

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," Mr.
Demetriou added.

As previously reported, upon the effective date of the Plan,
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.  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 received court approval to
enter into a new fully committed $500 million asset based
revolving credit facility upon emergence.

Aleris Deutschland Holding GmbH, 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.

                      Objections Resolved

The objections to Plan confirmation filed by these parties have
been either withdrawn or resolved:

  * Pension Benefit Guaranty Corporation
  * United States on behalf of its Department of Agriculture
  * Delta Dental Plan of Ohio, Inc.
  * United States on behalf of its Department of Health and
    Human Services
  * Holt Equipment Company, LLC
  * Dantherm Filtration, Inc.
  * Sentry Insurance, a Mutual Company
  * Central States, Southeast and Southwest Areas Pension Fund
  * Trevor Hayes and Eric Reynolds
  * Internal Revenue Service

The objections of these parties have been overruled:

  * Lon Burkdoll

  * Ronald Johnson, Bernard Desberg, and Jerry Abrams and their
    spouses and dependents

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/Aleris_ConfirmOrd.pdf

                   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)


ALL AMERICAN: Samsung Appeals Ruling on Antitrust Arbitration
-------------------------------------------------------------
Samsung Electronics Co. Ltd. is challenging a district court's
decision that upheld the dismissal of its attempt to block
arbitration with All American Semiconductor Inc. over a previous
settlement related to dynamic random access memory chips, the
overturning of which could put Samsung back on the hook for
antitrust claims, according to Bankruptcy Law360.  Law360 says
Samsung put the U.S. District Court for the Southern District of
Florida on notice Thursday that it is appealing its April 15
ruling.

                  About All American Semiconductor

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributed
electronic components manufactured by other firms.  In total, the
company offered approximately 40,000 products produced by
approximately 60 manufacturers.  The company had 36 strategic
locations throughout North America and Mexico, as well as
operations in China and Western Europe.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Jason Z. Jones, Esq., Mindy A. Mora, Esq., at Bilzin
Sumberg; and Tina M. Talarchyk, Esq., at Squire Sanders,
represented the Debtors as counsel.  Adrian C. Delancy, Esq.,
Jerry M.  Markowitz, Esq., Rachel Lopate Rubio, Esq., Rilyn A.
Carnahan, Esq., Ross R. Hartog, Esq., at Markowitz, Davis, Ringel
& Trusty; and Stanley F. Orszula, Esq., at Loeb & Loeb,
represented the Official Committee of Unsecured Creditors as
counsel.  As of June 30, 2007, the company posted total assets of
$4,071,000, consisting solely of cash; total liabilities of
$18,348,000; and total stockholders' deficit of $14,277,000.

The Bankruptcy Court confirmed on April 8, 2009, the Third Amended
Plan of Liquidation proposed by the official committee of
unsecured creditors appointed in the bankruptcy cases of All
American Semiconductor.  The Plan contemplated the liquidation of
all assets of the consolidated estate for the benefit of the
holders of allowed claims and allowed interests.


ALMATIS BV: Has Injunction Against Utility Companies
----------------------------------------------------
Almatis B.V. and its affiliated debtors sought and obtained an
order from the U.S. Bankruptcy Court for the Southern District of
New York, prohibiting 16 U.S.-based utility companies from
discontinuing the provision of utility services to the Debtors.

The Debtors made the move out of concern that the Utility
Companies would terminate their services in light of the Debtors'
bankruptcy filing.

A list of Almatis' Utility Companies is available for free at:

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

As assurance that each of the Utility Companies will get paid for
its future services, the Debtors have proposed to deposit in a
segregated bank account a sum of $437,500, which is 50% of their
average monthly cost for utility services.  The Debtors intend to
deposit the cash no later than May 20, 2010.

The cash deposit as well as the Debtors' ability to pay for
future utility services in the ordinary course of business
already constitutes sufficient adequate assurance of future
payment to the Utility Companies, Michael Rosenthal, Esq., at
Gibson Dunn & Crutcher LLP, in New York, asserts.

Any utility company that believes otherwise can request for
additional assurance.

Any utility company seeking additional assurance of future
payment is required to serve a request, which should be received
by the Debtors no later than May 20, 2010.  The Debtors have more
until June 9, 2010, to negotiate with the utility company to
resolve its request.

The Debtors and the utility company can extend the time for the
negotiation upon mutual agreement without application to or
approval of the Court.

The Debtors may provide the requesting utility company with
additional assurance of future payment, including prepayments and
other forms of security.  If the Debtors are able to reach a
resolution with the utility company, they can reduce the deposit
by an amount not exceeding the utility company's estimated two-
week utility expense.

If the Debtors determine that the request is not reasonable and
they fail to reach a resolution with the utility company, they
can ask the Court to hold a hearing to determine the adequacy of
assurances of payment made to the utility company.  Until the
resolution of the request at the hearing, the utility company
cannot discontinue its services to the Debtors.

                         Entergy Objects

Prior to the entry of the Court's ruling, Entergy Arkansas Inc.
filed an objection, asking the Court to either direct the Debtors
to provide it with a $708,000 cash deposit or allow it to
terminate its services at the end of the month if no deposit is
received.

Entergy Arkansas complained that the Debtors' proposed deposit of
$437,500 is inadequate and would barely cover half of the utility
company's exposure alone.  Entergy said the $708,000 cash deposit
is equal to the amount that it would be entitled to receive
pursuant to state regulations.

The Court has urged the Debtors and Entergy Arkansas to reach a
resolution by May 25, 2010.  The Court will consider Entergy
Arkansas' request at the May 26, 2010 evidentiary hearing if no
resolution is reached among the parties.

                       About Almatis Group

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

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

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


ALMATIS BV: Proposes to Pay Claims of Critical Vendors
------------------------------------------------------
Almatis B.V. and its units relate that the successful operation of
their businesses requires them to purchase goods and services from
select third party vendors and independent contractors in the
United States, without which they could not continue to operate
their businesses.  These Critical Vendors fall into two general
categories:

  1. Vendors that provide unique or specifically engineered
     goods or services that are crucial to the continued
     operation of the Debtors' business, and for which no ready
     alternative vendors can be found with reasonable diligence;
     and

  2. Vendors that supply essential goods and services, for
     which replacement with alternative vendors would be
     prohibitively expensive, due to the lead time required by
     the alternative vendors, or the alternative vendors'
     geographical remoteness from the Debtors' operations.

Accordingly, the Debtors sought and obtained an interim order
from the Bankruptcy Court authorizing them to pay all or a
portion of their prepetition obligations to certain Critical
Vendors in an aggregate amount not to exceed $400,000.

The payment of the Critical Vendors, which, among other things,
is conditional on the continued extension of "Customary Trade
Terms," the execution of a Critical Vendor Letter Agreement by
the Critical Vendor receiving payments, and the release of any
and all liens, is necessary to preserve operations and
successfully reorganize, the Debtors assert.

The Critical Vendors may refuse to deliver goods or refuse to
supply services necessary to continue postpetition operations if
their claims are not satisfied.

The Debtors will determine, in the ordinary course of business,
who is a Critical Vendor by considering, among other things: (a)
which vendors/service providers the Debtors absolutely needed to
continue to operate without disruption; (b) which vendors/service
providers would be prohibitively expensive to replace; and (c)
which vendors/service providers present an unacceptable risk
should they threaten to not provide services or supplies
postpetition.

The Debtors will also undertake all appropriate efforts to cause
Critical Vendors to enter into a Critical Vendor Letter
Agreement.

The Debtors also sought and obtained an interim order authorizing
them to pay claims which are due and owing to any creditor or
claimant entitled to administrative priority pursuant to Section
503(b)(9) of the Bankruptcy Code in the ordinary course of
business.  These claims are on goods delivered by vendors to the
Debtors during the 20-day period prior to the Petition Date.

Payments of 503(b)(9) Claims, whether made to Critical Vendors or
other 503(b)(9) claimants in the United States, could total
$1,200,000, the Debtors disclose.

Payment on account of any 503(b)(9) Claims will not count against
the Critical Vendor Claims Cap, Judge Glenn ruled.

All applicable banks and other financial institutions are also
authorized to receive, process, honor and pay any and all checks
and transfers regarding amounts authorized to be paid under the
Critical Vendor Claims Order.

                       About Almatis Group

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

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

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


ALMATIS BV: Proposes to Pay Prepetition Sales & Use Taxes
---------------------------------------------------------
In the ordinary course of their businesses, Almatis B.V. and its
units incur, collect, and remit a variety of taxes, fees, and
other charges relating to their business operations in the United
States.  The Taxes and Fees include various trust fund taxes,
taxes that may give rise to personal liability for officers and
directors, state franchise taxes and other fees, business license
fees, regulatory fees, use taxes, certain property taxes, and
other similar taxes and fees.

The Debtors remit the Taxes and Fees to various federal, state,
and local governments and agencies within the United States.

Any dispute regarding the payment of Taxes and Fees due in such
jurisdictions could results in audits.

By this motion, the Debtors ask Judge Glenn to authorize them to
pay the Prepetition Taxes and Fees.

The Debtors summarize the Taxes and Fees they owe:

State Franchise Taxes             $30,000 for 2009
Fees Related to Franchise Taxes    $8,000 on a quarterly basis
Regulatory Fees                   $80,000 annually
Use Taxes                         $75,000 monthly
Property Taxes                   $937,148 due for Oct. 2010
                                  $157,190 for the postpetition
                                           Period

The Debtors assert that they must continue to pay the Taxes and
Fees to continue operating in certain jurisdictions and to avoid
costly distractions during the Chapter 11 Cases.

The Debtors contend that failure to pay the Taxes and Fees could
adversely affect their business operations because the
Governmental Authorities could suspend their operations, file
liens, or seek to lift the automatic stay.

In addition, certain Governmental Authorities may take
precipitous action against the Debtors' directors and officers
for unpaid Taxes, which undoubtedly would distract those key
employees from their duties related to the Debtors'
restructuring.

                       About Almatis Group

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

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

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


ALMATIS BV: To Maintain Prepetition Insurance Policies
------------------------------------------------------
Almatis B.V. and its debtor affiliates sought and obtained
interim Court authority to continue their insurance policies and
honor their obligations under those policies.

The Debtors maintain insurance policies providing coverage for
employment practices liability, workers' compensation, casualty
loss, among other things.

A schedule of Almatis' Insurance Policies is available for free
at http://bankrupt.com/misc/Almatis_InsurancePolicies.pdf

The Debtors are required to pay premiums under the Policies based
on a fixed rate established and billed by each insurer and are
required to pay deductibles based on the terms of a policy.  The
aggregate premiums for the Policies are about $3.35 million,
which are determined and paid annually directly to the insurers.

To assist them in the procurement and negotiation of the
Policies, the Debtors employ and pay annual fees to their
insurance brokers, Aon Inc. and its affiliates.  For the current
policy year cycle, the Debtors incurred about $359,000 in
brokers' fees.  As of April 30, 2010, no outstanding amounts are
owed to the Debtors' brokers for their pre-bankruptcy services.

The Debtors also do not have any premium payments outstanding as
of their bankruptcy filing, according to the Debtors' attorney,
Michael Rosenthal, Esq., at Gibson Dunn & Crutcher LLP, in New
York.

In connection with maintaining their Insurance Policies, the
Debtors also obtained a Court ruling authorizing their banks and
other financial institutions to honor checks and transfers issued
or made related to the maintenance of the Insurance Policies.

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

                       About Almatis Group

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

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

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


ASARCO LLC: Asbestos Trust Submits 2009 Report
----------------------------------------------
Hon. Alfred M. Wolin, Ret. and David F. Levi delivered to the
Bankruptcy Court an annual report of the ASARCO Asbestos Personal
Injury Settlement Trust for the fiscal year ended December 31,
2009.

Messrs. Wolin and Levi serve as trustees of the Asbestos PI
Trust.

The Annual Report includes financial statements and results of
operations of the Asbestos Trust for the reporting period as well
compensation of the Asbestos Trustees for the same reporting
period.

              ASBESTOS TRUST FINANCIAL STATEMENTS

        ASARCO Asbestos Personal Injury Settlement Trust
                 Special-Purpose Balance Sheet
                    As of December 31, 2009

                             ASSETS
  ASSETS:
   Cash and cash equivalents                     $666,160,035
   Note receivable                                280,000,000
   Other assets                                       206,908
                                                 ------------
  TOTAL ASSETS                                   $946,366,943

                  LIABILITIES AND TRUST EQUITY
  LIABILITIES:
   Accounts payable                                  $122,500
   Income tax payable                                 326,000
                                                 ------------
                                                      448,500
  TRUST EQUITY:
   Trust corpus                                   945,918,443
                                                 ------------
                                                 $946,366,943
                                                 ============

       ASARCO Asbestos Personal Injury Settlement Trust
        Statement of Changes in Assets and Liabilities
             From December 9 to December 31, 2009

  ADDITIONS:
  Contributions:
    Insurance and settlements                    $945,312,885
  Investment income                                 1,109,796
                                                 ------------
                                                  946,422,681

  DEDUCTIONS:
  General and administrative:
     Legal fees - general                             113,097
     Trustee                                           48,133
     Registered agent                                   7,500
     Insurance                                          9,508
  Federal income tax                                  326,000
                                                 ------------
                                                      504,238
                                                 ------------
  NET INCREASE IN TRUST CORPUS                    945,918,443
                                                 ------------
  TRUST CORPUS - beginning                                  -
                                                 ------------
  TRUST CORPUS - ending                          $945,918,443
                                                 ============

       ASARCO Asbestos Personal Injury Settlement Trust
            Special-Purpose Statement of Cash Flows
             From December 9 to December 31, 2009

  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net increase in trust equity                   $945,918,443
  Adjustments to reconcile net increase to net
  trust equity from operating activities:
     Increase in:
        Note receivable                          (280,000,000)
        Other assets                                 (206,908)
        Accounts payable                              122,500
        Federal income tax payable                    326,000
                                                 ------------
                                                  666,160,035
  NET CASH PROVIDED BY OPERATING ACTIVITIES      ------------
                                                  666,160,035
                                                 ------------
  CASH - beginning                                          -
                                                 ------------
  CASH - ending                                  $666,160,035
                                                 ============

             ASBESTOS TRUSTEES COMPENSATION & EXPENSES
               For Fiscal Year Ending Dec. 31, 2009

     Trustee                         Compensation, Expenses
     -------                         ----------------------
     Hon. Alfred M. Wolin, Ret.                $18,300
     David F. Levi                             $16,778
     Ellen S. Pryor                             None
     Delaware Trustee                           None


The Trustees certify that they have performed pursuant to and in
compliance with the Confirmed ASARCO Chapter 11 Plan, the
Confirmation Order, the Asbestos PI Trust Agreement, the Trust
Distribution Procedures, other Plan Documents and Bankruptcy
Court orders pertaining to the operation of the Asbestos Trust
during the fiscal year ended December 2009.

Messrs. Wolin and Levi thus ask the Court to approve the Annual
Report, accept the certification of performance and compliance
provided in the report, and discharge them from all liability as
to any matter disclosed in the Annual Report.

The ASARCO Asbestos Trust was established under the Plan in
accordance with the Trust Agreement to address the substantial
asbestos-related liabilities of ASARCO LLC and its debtor
affiliates.  The Asbestos Trust was created as of the December 9,
2009 Plan Effective Date.  It was funded with over $900 million
in assets, including more than $650 million in cash plus a
$280 million secured note from Reorganized ASARCO LLC.  In
addition, the Asbestos Trust received $27.5 million to fund its
operating expenses.

The Confirmation Order appointed Messrs. Wolin and Levi and Ellen
S. Pryor as trustees of the Asbestos Trust.  Ms. Pryor resigned
as of March 9, 2010, and therefore, does not join in the
submission of the Annual Report.  Charles A. Koppelman was
appointed as successor Trustee.

Under the Trust Agreement, a Trust Advisory Committee represents
the holders of present Asbestos Personal Injury Claims and a
Future Claims Representative represents the holders of future
Asbestos Personal Injury Claims.  Pursuant to the Confirmation
Order, Steven Kazan, Steven T. Baron, Robert Phillips, Alan R.
Brayton, and Bryan O. Blevins are members of the TAC.  Robert C.
Pate is the FCR.

The Trust Agreement requires the Asbestos Trustees to meet with
the TAC and FCR no less often than quarterly.  As the Asbestos
Trust was established on December 9, 2009, the Trust did not hold
a regular meeting with the TAC and the FCR in 2009.  With the
consent of the TAC and the FCR, the Trust held its first regular
meeting on March 10, 2010.

A full-text copy of the Asbestos Trust 2009 Annual Report is
available for free at:

  http://bankrupt.com/misc/ASARCO_AsbestosAnnualRep_Dec09.pdf

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Submits March 31 Post-Confirmation Quarterly Report
---------------------------------------------------------------
Mark A. Roberts of Alvarez and Marsal North America, LLC, as Plan
Administrator, prepared a post-confirmation report for the period
from January 1 to March 31, 2009, for ASARCO LLC and its
affiliates.

As previously reported, the Chapter 11 Plan for the ASARCO LLC
Debtors was declared effective on December 9, 2009.  On that
date, the Plan Administrator received funds, totaling
$3,633,127,834, which were intended to pay for allowed claim
amounts and reserved for unresolved claims.

The Plan Administrator prepared tables on a summary of plan
distributions and administrative expenses incurred by the
Debtors.

                      ASARCO LLC, et al.
                   Post-Confirmation Report
               For Quarter Ended March 31, 2010

                                Current                   Balance
                                Quarter    Paid to Date     Due
                             ------------  -------------  -------
  Plan Admin. Fees & Expenses
  ---------------------------
  Plan Admin. Compensation       $307,903       $884,864        -
  Legal Fees                       44,370        153,662        -
  Other Professional Fees               -              -        -
  All Other Expenses               53,330         53,386        -

  Distributions
  -------------
  Admin. Expenses:
  Debtor Prof. Fees            4,390,546     10,340,993        -
  Non-Professional Fees          134,864    302,891,378        -
  Secured Creditors                     -        238,416        -
  Priority Creditors              638,410        900,948        -
  Unsecured Creditors           6,097,503  3,064,905,173        -
  Equity Security Holders               -              -        -
  Other Payments/Transfers              -     71,514,618        -
                            -------------  -------------  -------
  Total Plan Payments         $11,666,926 $3,451,883,437        -
                            =============  =============  =======

                      ASARCO LLC, et al.
                   Post-Confirmation Report
               For Quarter Ended March 31, 2010

                                    Current     Paid to  Balance
Debtor Professional Fees             Quarter       Date     Due
------------------------           ----------  ---------- -------
AlixPartners LLP                     $636,988    $636,988       -
Anderson Kill & Olick, PC Op Acct     375,390     564,105       -
Baker Botts LLP                     1,097,117   1,097,117       -
Ballard Spahr, LLP                      1,205       1,205       -
Barclays Capital Inc.                 235,399   5,417,409       -
Bates White, LLC                            -      85,458       -
Casecentral, Inc.                      17,178      17,178       -
Charter Oak Financial Consultants      96,132      96,132       -
Colvin Chaney Saenz & Rodriguez LLP        85          85       -
Creta Law Firm                         23,397      23,397       -
Elias, Meginnes, Riffle & Seghetti      1,125       1,125       -
Encore                                  3,181       3,181       -
Equivalent Data                         1,474       1,474       -
Eric L. Hiser, PLC                      1,687       1,687       -
Exponent, Inc.                          9,979       9,979       -
Fennemore Craig                       193,468     193,468       -
Friday, Eldredge & Clark, LLP             727         727       -
FTI Consulting, Inc.                  100,000     330,045       -
Fulbright & Jaworski L.L.P.            14,525      14,525       -
George A. Tsiolis                      29,114      29,114       -
Gnarus Advisors                        10,073      10,073       -
Goodstein Law Group PLLC                2,202       2,202       -
Grant Thornton LLP                     56,863      56,863       -
Hanna Brophy MacLean McAleer              767         767       -
Hawley Troxell                            983         983       -
Herold Law Operating Account           51,143      51,143       -
Intralinks Operating Account           12,089      12,089       -
Jennings, Strouss & Salmon, PLC        26,235      26,235       -
Jordan, Hyden, Womble & Culbreth       64,926     247,610       -
Keegan Linscott & Kenon               137,666     137,666       -
Kramer Rayson LLP                      11,093      11,093       -
Law Office Of Robert C. Pate           16,549      26,202       -
Legal Analysis Systems Inc.             4,518       8,132       -
Little Pedersen Fankhauser                 36          36       -
Merrill Communications                 26,836      26,836       -
Mooney, Wright & Moore, PLLC            9,997       9,997       -
Oppenheimer, Blend, Harrison & Tate   109,491     130,180       -
Patton Boggs LLP                       10,774      10,774       -
Porzio Bromberg & Newman PC            41,733      62,419       -
Quarles & Brady Streich Lang           89,656      89,656       -
Reed Smith LLP                        179,760     206,656       -
Stone Pigmann Regular Checking          1,081       1,081       -
Stutzman, Bromberg, Esserman & Plif   673,916     673,916       -
The Claro Group, LLC                    7,087       7,087       -
The Rangel Law Firm, PC                 6,903       6,903       -
                                   ----------  ---------- -------
    Total                          $4,390,546 $10,340,993       -
                                   ==========  ========== =======

The Post-Confirmation Report was delivered to the Court on
April 14, 2010.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Wants Details on Oppenheimer $10.19MM Fee Request
-------------------------------------------------------------
ASARCO LLC asks Judge Schmidt to compel Oppenheimer, Blend,
Harrison & Tate, Inc., the counsel of the Debtors' Future Claims
Representative Robert C. Pate, to produce certain electronic
records.

Oppenheimer filed its final application for fees, totaling
$10,187,728, and reimbursement of expenses, totaling $647,076,
for the period from April 11, 2005, through December 9, 2009.
Oppenheimer also made a request for a fee enhancement of 25% of
its fees.

In connection with the Final Fee Application and fee enhancement
request, ASARCO has asked Oppenheimer to produce billing records
and invoices in electronic format, like timekeeping and invoice
files in digital formats.  So far, Oppenheimer has steadfastly
refused to produce their Electronic Billing Information,
according to Charles A. Beckham, Jr., Esq., at Haynes and Boone,
LLP, in Houston, Texas.

Mr. Beckham contends that Oppenheimer is required to produce the
Electronic Billing Information under Rule 34(a)(1) of the Federal
Rules of Civil Procedure.

Oppenheimer objected to ASARCO's production request on grounds
that the Electronic Billing Information could be derived from the
documents already filed in the bankruptcy case and was therefore,
available from a 'more convenient source' pursuant to Rule
26(b)(2)(i) of the Federal Rules of Civil Procedure.
"Oppenheimer's objection is meritless and should be overruled,"
Mr. Beckham argues.

"Given [Oppenheimer's] request for fee enhancement, [Oppenheimer]
obviously believes they did an extraordinarily good job
representing their client," Mr. Beckham avers.  "Why would
[Oppenheimer] hesitate to make their fee statements available in
a searchable format under these circumstances?" he asks.

Mr. Beckham contends that Oppenheimer's refusal to produce the
Electronic Billing Information appears to be nothing more than an
obstructive and counter-productive tactic intended to increase
ASARCO's costs and further delay the discovery process.

                      Oppenheimer Objects

Oppenheimer argues that ASARCO is seeking to compel the
production of certain billing data (i) that ASARCO failed to
request in its discovery pursuant to the deadline in the Court's
scheduling order that ASARCO itself drafted, and (ii) that
Oppenheimer simply does not have.

John H. Tate, II, Esq., at Oppenheimer, in San Antonio, Texas --
jtate@obht.com -- contends that the Motion to Compel is even more
inappropriate and offensive in that it seeks to impose a burden
on Oppenheimer to create electronic data -- in contravention of
the dictates of the Federal Rules -- to give ASARCO an easier
time in prosecuting its objections to the firm's fee and
enhancement application.

"Simply put, the Reorganized Debtor is requesting information
from [Oppenheimer] that it already has but wants in a format that
will enable [it] to more cheaply process and analyze," Mr. Tate
alleges.  He adds, among other things, that Oppenheimer processes
its electronic records and bills through less expensive
proprietary software, which native data is not readable by other
software programs.

                         *     *     *

Subsequently, the parties entered into an agreed order providing
that Oppenheimer will produce its time entries and expenses as
reflected in its monthly statements and interim fee applications
in tab-delimited or comma-separated ASCII file formats.

Judge Schmidt approved the parties' Agreed Order.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ATLANTIC COAST: Court Reinstates Reorganization Case
----------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida reinstated the Chapter 11 case of
Atlantic Coast Paladin Shores, LLC.

In April, the Court had entered an order dismissing the Debtor's
case because the U.S. Trustee for Region 21 said that the Debtor
failed to appear at the meeting of creditors.

Sebastian, Florida-based Atlantic Coast Paladin Shores, LLC, filed
for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. S.D.
Fla. Case No. 10-15275).  Martin Werner, Esq., who has an office
in Boca Raton, Florida, assists the Company in its restructuring
effort.


AVENTINE RENEWABLE: Whitebox Advisors Owns 12.3% of Common Shares
-----------------------------------------------------------------
Whitebox Advisors, LLC, et al., disclosed that as of March 31,
2010, they may be deemed to beneficially own shares of Aventine
Renewable Energy Holdings, Inc.'s common stock.

                                        Shares
                                        Beneficially
  Company                               Owned         Percentage
  -------                               ------------  ----------
Whitebox Advisors, LLC                   1,053,216      12.3%
Whitebox Combined Advisors, LLC            429,433       5.0%
Whitebox Combined Partners, L.P.           298,392       3.5%
Whitebox Multi-Strategy Fund, L.P.         298,392       3.5%
Whitebox Multi-Strategy Fund, Ltd.         298,392       3.5%
F-Cubed Partners, L.P.                     131,041       1.5%
Whitebox Combined Fund, L.P.               131,041       1.5%
Whitebox Combined Fund, Ltd.               131,041       1.5%
Whitebox Hedged High Yield Advisors, LLC   598,644       7.0%
Whitebox Hedged High Yield Partners, L.P.  299,083       3.5%
Whitebox Credit Arbitrage Fund, L.P.       299,083       3.5%
Whitebox Credit Arbitrage Fund, Ltd.       299,083       3.5%
DRE Partners, L.P.                         299,561       3.5%
Whitebox Hedged High Yield Fund, L.P.      299,561       3.5%
Whitebox Hedged High Yield Fund, Ltd.      299,561       3.5%
Pandora Select Advisors, LLC                25,139       0.3%
Pandora Select Partners LP                  25,139       0.3%
Pandora Select Fund, LP                     25,139       0.3%
Pandora Select Fund, Ltd                    25,139       0.3%

A full-text copy of Whitebox Advisors' Schedule 13G is available
for free at http://researcharchives.com/t/s?6242

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.


BI-LO LLC: Reorganized Entity Has 'B' Credit Rating from S&P
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to the Greenville, S.C.-based reorganized entity BI-
LO, LLC.

"We also assigned a 'B' issue rating and '3' recovery rating to
the company's $200 million term loan due 2015. The '3' recovery
rating indicates our expectation for meaningful (50% to 70%)
recovery in the event of a payment default."

The $200 million term loan is part of the exit financing package
which also includes a $150 million revolving credit facility due
2013 (unrated). The company will use proceeds from the exit
financing package, along with $150 million in equity contribution
from Lone Star Funds (sponsor) to repay borrowings outstanding
under a debtor-in-possession credit facility, pre-petition claims
that include a $260 million first-lien term loan, as well as other
pre-petition and post-petition claims.

On May 12, 2010 the U.S. Bankruptcy Court in the District of
Delaware issued its order confirming BI-LO's plan of
reorganization. Under the plan of reorganization, BI-LO's capital
structure consists of a $150 million secured revolving credit
facility, $200 million secured term loan, and about $307 million
in capital leases. The exit financing package also includes $150
million equity contribution from Lone Star Funds.

"The rating reflects BI-LO's participation in the intensely
competitive supermarket industry, an older store base in need of
capital investment, regional concentration, as well as high debt
leverage upon emergence from Chapter 11," said Standard & Poor's
credit analyst Ana Lai.

"BI-LO operates in the intensely competitive supermarket industry
and faces strong competition from larger competitors such as Wal-
Mart, Food Lion, Ingles, Publix, and Kroger. BI-LO is emerging
from bankruptcy with 207 stores with concentration in the
southeastern U.S. While in Chapter 11, BI-LO closed seven
underperforming stores. Despite competitive pressure, BI-LO
maintains a favorable market position in its key markets which
include Greenville-Spartanburg, Charlotte, Chattanooga, and
Columbia. However, we believe BI-LO's store base is in need of
capital investment given that 40% of its store base is older than
10 years."

"The stable outlook reflects our expectation that BI-LO's improved
operating performance, lower debt levels and adequate financial
flexibility will continue, and that credit measures will remain
relatively unchanged. We would consider a higher rating if BI-LO's
operations remain stable and it utilizes most of its free cash
flow to repay debt, resulting in credit metrics improvement such
that adjusted total debt to EBITDA declines to about 4x. This
could occur if EBITDA stays constant and the company reduces debt
by about $100 million. We could consider a lower rating liquidity
becomes a concern.  This could occur if the cushion under the
financial covenants narrows to below 15%. This could occur if BI-
LO experiences performance issues due to negative same store sales
and overall profitability levels deteriorate due to continued
price investment and negative sales leverage.  A lower rating
could also result from a more aggressive financial policy in
relation to the company's free cash flow."


BLACK BULL: Court Denies Access to DIP Loans from CIP BB
--------------------------------------------------------
The Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana denied a motion by Black Bull Run Development
LLC to:

   -- obtain a $2.6 million superpriority postpetition term loan
      financing facility with CIP BB Lending, LLC, and secured by
      substantially all of the assets of the Debtors;

   -- use cash collateral; and

   -- grant adequate protection to prepetition secured lenders.

The Court ruled that the Debtors must establish: (1) that they are
unable to obtain credit otherwise; (2) that the transaction is
within the Debtors' business judgment; and (3) that the interests
of primed lienholders are adequately protected.

Bozeman, Montana-based Black Bull Run Development LLC filed for
Chapter 11 bankruptcy protection on March 26, 2010 (Bankr. D.
Mont. Case No. 10-60593).  James A. Patten, Esq., who has an
office in Billings, Montana, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $16,317,641, and total debts of $42,764,571.


BLOCKBUSTER INC: Incurs $65.4 Million Net Loss in Q1 2010
---------------------------------------------------------
Blockbuster Inc. filed its quarterly report on Form 10-Q, showing
a net loss of $65.4 million on $939.4 million of revenue for the
thirteen weeks ended April 4, 2010, compared with net income of
$27.7 million on $1.086 billion of revenue for the thirteen weeks
ended April 5, 2009.

"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.

Operating loss for the first quarter of 2010 was $29.4 million,
compared to operating income of $50.2 million in the first quarter
one year ago.  Adjusted operating income, which excludes costs
associated with store closures, including lease terminations,
severance, and professional fees associated with the Company's
recapitalization initiatives, was $8.6 million for the first
quarter of 2010, compared to adjusted operating income of
$63.8 million in the first quarter of 2009, which excluded costs
associated with store closures including lease terminations,
severance, an adjustment for game inventory obsolescence and the
favorable settlement of a future liability.

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 free cash
flow of $95.7 million in the same period in 2009.

First quarter 2010 domestic same-store sales decreased 7.8%,
reflecting rental and retail comparable decreases of 6.4% and
13.9%, respectively.  The domestic rental and retail comparable
results were primarily driven by competitive pressures.
International same-store sales for the first quarter of 2010
decreased 5.8%, reflecting rental and retail comparable decreases
of 6.2% and 5.1%, respectively.  Worldwide same-store sales for
the first quarter of 2010 declined 7.1%.

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."

The Company's balance sheet as of April 4, 2010, showed
$1.319 billion in assets and $1.693 billion of liabilities, for a
stockholders' deficit of $374.2 million.

As reported in the Troubled Company Reporter on March 18, 2010,
PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern.

"We incurred a net loss from operations for the quarter and fiscal
year ended April 4, 2010, and January 3, 2010, respectively, and
have a stockholders' deficit as of April 4, 2010, and January 3,
2010.  In addition, the increasingly competitive industry
conditions under which we operate have negatively impacted our
results of operations and cash flows and may continue to do so in
the future.  These factors raise substantial doubt about our
ability to continue as a going concern."

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

               http://researcharchives.com/t/s?623b

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?623c

Dallas-Tex.-based Blockbuster Inc. (NYSE: BBI; BBI.B)
-- http://www.blockbuster.com/-- is a leading global provider of
rental and retail movie and game entertainment. With a highly
recognized brand and a library of more than 125,000 movie and game
titles, Blockbuster leverages its multichannel presence to serve
nearly 47 million global customers annually.


BOESER INC: Taps Joseph Anthony Wentzell as Bankruptcy Counsel
--------------------------------------------------------------
Boeser, Inc., asks the U.S. Bankruptcy Court for the District of
Minnesota for permission to employ Joseph Anthony Wentzell, Esq.
as counsel.

Mr. Wentzell will, among other things:

   -- perform prepetition planning, analysis of the Debtor's
      financial situation, planned use of cash collateral,
      postpetition financing;

   -- render advice and assist the Debtor in filing a petition
      for relief; and

   -- prepare statement of financial affairs, and other documents
      required by this Court.

Mr. Wentzell requests that: (i) fee applications will be heard at
60 day intervals on the Court's regularly scheduled hearing dates;
and (ii) the payment of attorneys fees and costs be under the
paydown provisions to allow counsel to issue monthly statements to
the Debtor and the Office of the U.S. Trustee and receive payment
for up to 80% of billed attorneys fees and 100% of incurred costs,
all prior to obtaining approval of the Court.

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

Mr. Wentzell can be reached at:

     Wentzell Law Office, PLLC
     2812 Anthony Lane S
     St Anthony, MN 55418
     Tel: (612) 436.3292
     Fax: (612) 788.9879
     E-mail: jwentzell@fosterbrever.com

                        About Boeser, Inc.

Minneapolis, Minnesota-based Boeser, Inc., filed for Chapter 11
bankruptcy protection on March 25, 2010 (Bankr. D. Minn. Case No.
10-42136).


BOESER INC: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------
The Office of the U.S. Trustee for Region 18 notified the U.S.
Bankruptcy Court for the District of Minnesota that its was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Boeser, Inc.

Minneapolis, Minnesota-based Boeser, Inc., filed for Chapter 11
bankruptcy protection on March 25, 2010 (Bankr. D. Minn. Case No.
10-42136).  Joseph Anthony Wentzell, Esq., at Wentzell Law Office,
PLLC, assists the Company in its restructuring effort.


BOESER INC: Has Access to Prepetition Lenders' Cash Until June 15
-----------------------------------------------------------------
The Hon. Gregory Kishel of the U.S. Bankruptcy Court for the
District of Minnesotta approved a stipulation extending Boeser,
Inc.'s access to its prepetition lenders' cash collateral until
June 15, 2010.

Pursuant to the stipulation, Anchor Bank, N.A., and First Business
Capital Corp. will each continue to be granted replacement liens,
having the same priority, dignity and effect as AB's and FBCC's
respective prepetition liens, on all postpetition property of the
Debtor, as security for and protection against any diminution in
value resulting from the Debtor's use of its prepetition property
that is encumbered by AB's or FBCC's respective prepetition liens.
The replacement liens are in addition to AB's and FBC's existing
prepetition liens.  The postpetition liens do not extend to or
cover any causes of action, or any proceeds thereof, arising under
Chapter 5 of the Bankruptcy Code.

Minneapolis, Minnesota-based Boeser, Inc., filed for Chapter 11
bankruptcy protection on March 25, 2010 (Bankr. D. Minn. Case No.
10-42136).  Joseph Anthony Wentzell, Esq., at Wentzell Law Office,
PLLC, assists the Company in its restructuring effort.


BROADSTAR WIND: Files for Chapter 11 Protection
-----------------------------------------------
American Bankruptcy Institute reports that BroadStar Wind Systems
Group LLC filed for Chapter 11 protection on Tuesday and has
arranged for a $1.5 million debtor-in-possession loan.  BroadStar
Wind Systems is an engineering and technology firm.


BROWN PUBLISHING: Gets Interim OK to Use PNC's Cash Collateral
--------------------------------------------------------------
The Brown Publishing Company et al. sought and obtained
authorization, on an interim basis, from the Hon. Dorothy
Eisenberg of the U.S. Bankruptcy Court for the Eastern District of
New York to use the cash collateral of PNC Bank, National
Association.

Edward M. Fox, Esq., at K&L Gates LLP, the attorney for the
Debtors, explains that the Debtors need the money to fund their
Chapter 11 case, pay suppliers and other parties.  The Debtors
will use the collateral pursuant to a budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant PNC replacement lien on all present and after-acquired
property of the Debtors.  PNC will also be further granted
superpriority claims in the event that the replacement lie isn't
sufficient to provide adequate protection for the lender.d

The Court has set a final hearing for June 1, 2010, at 11:00 a.m.
prevailing Eastern time, on the Debtors' request to use cash
collateral.

Headquartered in Cincinnati, Ohio, The Brown Publishing Company
owns business publications in Ohio, Utah, Texas, South Carolina,
New York, and Iowa.  Brown publishes 15 daily, 32 weekly, 11
business and 41 free publications.  There are also 51 websites.
Seventy-eight of the publications are in Ohio. Brown publishes
Dan's Papers, the weekly newspaper with the largest circulation in
the area of eastern Long Island, New York, known as the Hamptons.
Brown also publishes the Montauk Pioneer, which it calls the
official newspaper of Montauk, New York.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295).  Edward M.
Fox, Esq., at K&L Gates LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


BROWN PUBLISHING: Asks Court to Approve Auction Procedures
----------------------------------------------------------
The Brown Publishing Company, et al., and its units seek
permission from the Bankruptcy Court to sell their assets to Brown
Media Corporation or to another purchaser with a higher and better
offer at an auction.

The Debtors have entered into an Asset Purchase Agreement dated
May 4, 2010, with Brown Media, which provides for the sale of the
assets, subject to any higher and better offers that might be
submitted for the sale of the assets to the party or parties that
submit the highest and best bid(s) as determined by the Debtors.
Under the APA, Brown Media will purchase the assets at
$15,300,000.

In the event that a better offer is made to the Debtors' assets
and Brown Media isn't chosen as the purchaser, the Debtors will
pay Brown Media a break-up fee of $800,000.

The closing of the sale of the assets will be within five days of
satisfaction or waiver of closing conditions, but no later than
July 31, 2010.

A bid for all of the assets covered by the Brown Media APA must
offer to pay a purchase price higher than the purchase price
offered by Brown Media by the aggregate amount of the Break-Up Fee
plus at least $50,000 for the initial bid, and $50,000 for any
additional incremental bid.  The bidder's offer must be
accompanied by a cash deposit in an amount representing 7% of the
purchase price proposed by the bidder for its purchase of the
assets.

All qualified bids must be submitted in writing no later than
three business days prior to the auction.  If, on or before the
bid deadline, the Debtors receive at least one additional
qualified bid for the assets or any portion thereof, the Debtors
will hold an auction unless the Debtors, in consultation with
their financial advisors, in the exercise of their sound business
judgment, decide that all of the qualified bids submitted with
respect to the assets are unacceptable and that canceling the
auction would be in the best interest of the Debtors' creditors
and estates, in which case Brown Media shall be the successful
bidder.

Qualified bidders must submit bids in minimum increments of at
least $50,000 higher than the initial highest bid for any or all
of the assets and each subsequent bid.

The Debtors have asked the U.S. Bankruptcy Court for the Eastern
District of New York to approve its proposed auction procedures, a
copy of which is available for free at:

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

                      About Brown Publishing

Headquartered in Cincinnati, Ohio, The Brown Publishing Company
owns business publications in Ohio, Utah, Texas, South Carolina,
New York, and Iowa.  Brown publishes 15 daily, 32 weekly, 11
business and 41 free publications.  There are also 51 websites.
Seventy-eight of the publications are in Ohio. Brown publishes
Dan's Papers, the weekly newspaper with the largest circulation in
the area of eastern Long Island, New York, known as the Hamptons.
Brown also publishes the Montauk Pioneer, which it calls the
official newspaper of Montauk, New York.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295).  Edward M.
Fox, Esq., at K&L Gates LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


BROWN PUBLISHING: Asks for Court OK to Obtain DIP Financing
-----------------------------------------------------------
The Brown Publishing Company, et al., seek authority from the U.S.
Bankruptcy Court for the Eastern District of New York to obtain
postpetition secured financing from a syndicate of lenders led by
PNC Bank, N.A., as administrative agent.

The DIP lenders have committed to provide up to $1,000,000
available under the Interim DIP Facility and up to $2,500,000
available under the Final DIP Facility.

Edward M. Fox, Esq., at K&L GATES LLP, the attorney for the
Debtors, explains that the Debtors need the money to fund their
Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature on July 30, 2010.  The DIP facility
will incur interest at prime plus 6.75%, subject to a minimum rate
of 10%.

The Debtors will grant the Agent: (a) superpriority administrative
claim status having priority over all other administrative claim;
(b) a first priority mortgage, security interest and lien on all
Post-Petition Collateral, subject only to the Carve-out and any
permitted liens under the Financing Agreements; and (c) a first
priority priming lien on all assets and property of the estate
securing the Debtors loans under the Pre-Petition Credit
Agreements.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; and up to $2,879,000 in fees payable to
professional employed in the Debtors' case and fees of the
committee in pursuing actions challenging the DIP Lenders' lien.

The Debtors are required to pay a host of fees to PNC: (i) agent s
fee: $5,000 per month; (ii) unused line fee: 0.5% per annum on the
unused portion of each lender share of the DIP Facilities, payable
monthly in arrears; and (iii) closing fee: 4% of the maximum.

The Debtors, the Agent and the Post-Petition Lenders are still
negotiating the terms of a formal credit agreement pursuant to
which, among other things, the Agent and the Post-Petition Lenders
will provide a revolving credit facility to the Debtors (the DIP
Agreement) and a security agreement, pursuant to which the
obligations arising under the DIP Facilities will be entitled to
superpriority administrative claim status, a first priority
security interest on all of the Debtors assets and property and a
priming lien on all assets and property of the Debtors estate
securing existing loans.

The Debtors are required to: (a) file a motion with the Court
seeking approval to sell all or substantially all of the Borrowers
assets on or before May 4, 2010; (b) obtain an order approving bid
procedures for the Sale by May 21, 2010; (c) obtain an order
approving the Sale within 30 days of entry of the Bid Procedures
Order; and (d) close the Sale within five days of entry of the
Sale Order.

Headquartered in Cincinnati, Ohio, The Brown Publishing Company
owns business publications in Ohio, Utah, Texas, South Carolina,
New York, and Iowa.  Brown publishes 15 daily, 32 weekly, 11
business and 41 free publications.  There are also 51 websites.
Seventy-eight of the publications are in Ohio. Brown publishes
Dan's Papers, the weekly newspaper with the largest circulation in
the area of eastern Long Island, New York, known as the Hamptons.
Brown also publishes the Montauk Pioneer, which it calls the
official newspaper of Montauk, New York.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295).  Edward M.
Fox, Esq., at K&L Gates LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


BWAY CORP: S&P Affirms B+ Credit Rating; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Oak Brook, Ill.-based BWAY
Corp. (the operating subsidiary of holding company BWAY Holding
Co.). The outlook is negative. The ratings were removed from
CreditWatch, where they were placed with negative implications on
March 30, 2010, following the announcement that the company had
entered into a merger agreement with affiliates of Madison
Dearborn Partners LLC, a private equity consortium.

S&P also assigned a 'B+' corporate credit rating to BWAY Holding
Co., the parent company of BWAY Corp. The rating outlook is
negative.

"The outlook reflects the possibility that we may lower our
ratings during the next year if the company cannot maintain its
credit ratios at appropriate levels for the rating following the
completion of the LBO," said Standard & Poor's credit analyst
James Siahaan.

The transaction is valued at about $915 million including the
assumption of debt. The acquisition of BWAY is expected to be
financed with approximately $565 million of proposed senior
secured debt and $200 million of proposed senior unsecured debt.

"Standard & Poor's assigned its issue-level and recovery ratings
to BWAY's proposed $565 million senior secured credit facilities
and $200 million senior unsecured notes. The secured credit
facilities were rated 'B+' (the same as the corporate credit
rating on BWAY Corp.) with a recovery rating of '3', indicating
our expectation for meaningful (50%-70%) recovery in the event of
a payment default. The senior unsecured notes were rated 'B-' (two
notches lower than the corporate credit rating) with a recovery
rating of '6', indicating our expectation for negligible (0%-10%)
recovery in the event of a default. The ratings are based on
preliminary terms and conditions and could be revised if the terms
of the deal change."

BWAY, with annual sales of about $1 billion, mainly produces
plastic containers and general-line metal containers for packaging
paints, solvents, and household products in the U.S. market.


CALIFORNIA COASTAL: Reinstates Ban on Acquisitions of Common Stock
------------------------------------------------------------------
California Coastal Communities, Inc., disclosed Thursday that it
has reinstated a ban on acquisitions of additional shares of its
common stock, under certain circumstances, in order to preserve
the tax benefits of its $164 million of net operating loss
carryovers.  In accordance with provisions of the Company's
charter documents, unless the Company has previously consented in
writing: (i) no stockholder may acquire shares in an amount that
would cause the stockholder to own 5% or more of the Common Stock;
and (ii) no current 5% or greater stockholder may acquire any
additional shares of Common Stock without the Company's written
consent.

In 2006, the Company's Board of Directors suspended enforcement of
these transfer restrictions because it determined that sufficient
cushion existed.

All acquisitions of the Company's Common Stock in violation of its
charter prohibitions are null and void, and the Company is
empowered to effectively reverse the effect of any of these
acquisitions.  The Company's Board of Directors may, but is not
required to, entertain requests for permission to exceed the
limitations on stock acquisitions under circumstances it
determines are not likely to jeopardize the Company's ability to
preserve and use its NOLs.

                     About California Coastal

Irvine, Calif.-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-
21712).  Joshua M. Mester, Esq., who has an office in Los Angeles,
California, assists the Debtors in their restructuring efforts.
In their petition, the Debtors listed between $100 million and
$500 million in assets and between $100 million and $500 million
of debts.

On March 26, 2010, the Company filed a proposed disclosure
statement and proposed joint plan of reorganization with the
Bankruptcy Court, neither of which has been approved.  The
proposed joint plan provides for the extension of the Revolving
Loan and the Term Loan to enable the Company to complete
construction and sale of the homes at its Brightwater project.  A
majority of the Company's lenders are opposed to the plan as
filed.

At March 31, 2010, the Company's balance sheet showed
$249.0 million in assets, $218.0 million of liabilities, and
$31.0 million of stockholders' equity.


CALIFORNIA COASTAL: Posts $2.4 Million Net Loss in Q1 2010
----------------------------------------------------------
California Coastal Communities, Inc. filed its quarterly report on
Form 10-Q, showing a net loss of $2.4 million on $3.0 million of
revenue for the three months ended March 31, 2010, compared with
net income of $11.2 million on $12.8 million of revenue for the
same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$249.0 million in assets, $218.0 million of liabilities, and
$31.0 million of stockholders' equity.

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

               http://researcharchives.com/t/s?6240

Irvine, Calif.-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-
21712).  Joshua M. Mester, Esq., who has an office in Los Angeles,
California, assists the Debtors in their restructuring efforts.
In their petition, the Debtors listed between $100 million and
$500 million in assets and between $100 million and $500 million
of debts.

On March 26, 2010, the Company filed a proposed disclosure
statement and proposed joint plan of reorganization with the
Bankruptcy Court, neither of which has been approved.  The
proposed joint plan provides for the extension of the Revolving
Loan and the Term Loan to enable the Company to complete
construction and sale of the homes at its Brightwater project.  A
majority of the Company's lenders are opposed to the plan as
filed.


CANWEST GLOBAL: Canada Unit Has OK to Hold Meeting with Creditors
-----------------------------------------------------------------
Canwest Global Communications Corp. disclosed that the Ontario
Superior Court of Justice (Commercial List) has granted an order
authorizing Canwest Limited Partnership / Canwest Societe en
Commandite  and certain of its subsidiaries to call and convene a
meeting of its unsecured creditors on June 10, 2010.

The purpose of the meeting is to consider and vote on a plan of
compromise or arrangement consistent with the terms of the bid
made by members of an ad hoc committee of holders of 9.25% senior
subordinated notes issued by the Limited Partnership to acquire
the assets of the LP Entities.

As previously disclosed, the AHC bid will provide unsecured
creditors with cash, or shares on a pro rata basis for up to 45%
of the equity in the new company established to acquire
substantially all of the LP Entities' assets.  Specifically,
unsecured trade creditors with proven claims of less than $1,000
will receive a cash payment for the full value of their claim and
unsecured trade creditors with proven claims of $1,000 or more can
elect to receive shares in Newco on a pro rata basis or $1,000 in
cash.

                     About Canwest Global

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

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

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

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

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

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


CENTRAL METAL: Plan Outline Hearing Scheduled for May 27
--------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California will consider at a hearing on
May 27, 2010, at 1:30 p.m., the approval of the Disclosure
Statement explaining Central Metal, Inc.'s Plan of Reorganization.
The hearing will be held at Courtroom 1368, 255 E. Temple St., Los
Angeles, California.

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

According to the Disclosure Statement, the Plan provides that on
the effective date, the disbursing agent will deposit into a
segregated account an amount of cash equal to 100% of the
estimated distribution to be paid on the disputed portion of any
claim.  Cash together with interest accruing thereon will be held
in trust for the benefit of holders of disputed claims.

Under the Plan, all secured claims will be paid in full from the
post-confirmation income of the Debtor.

Priority unsecured claims amounting to $1,988 will be paid in full
from the post-confirmation income of the Reorganized Debtor.

All general unsecured claims amounting to $1,000,000 will be paid
in four payments, each at $250,000.

Interest holder, Jong Uk Byun will receive no payments under the
Plan.

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

The Debtor is represented by:

     Levene, Neale, Bender, Rankin & Brill L.L.P.
     Attn: Monica Y. Kim and Juliet Y. Oh
     10250 Constellation Blvd., Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244

                     About Central Metal, Inc.

Huntington Park, California-based Central Metal, Inc., is a fully
integrated scrap metal processing company that purchases,
processes and sells ferrous and non-ferrous metals domestically
and internationally.  The Company is one of the largest processing
companies on the West Coast, has one of the largest land sites and
processing capacities, and is fully diversified in its business
portfolio that entails dynamic trading relationships with renowned
metal manufacturers around the world.

The Company filed for Chapter 11 bankruptcy protection on
January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642).  Juliet Y.
Oh, 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.


CERTIFIED DIABETIC: Files For Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
BankruptcyData.com reports that Certified Diabetic Services and
two affiliated Debtors filed for Chapter 11 protection (Bankr.
M.D. Fla. Lead Case No. 10-11046).  Jeffrey W. Warren, Esq.,
represents the Company in its Chapter 11 effort.

Headquartered in Fort Myers, Florida, Certified Diabetic Services,
Inc. -- http://www.cdiabetic.com/-- is a direct-to-consumer
provider of diabetes medical supplies, testing, products,
education and information.  In addition to being approved as a
provider for diabetic Medicare and diabetic Medicaid
reimbursement, CDS holds significant contracts with more than 75
private insurance carriers to provide diabetes educational
programs for members.


CHEM RX CORP: Organizational Meeting to Form Panel on May 21
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on May 21, 2010, at 10:00 a.m.
in the bankruptcy case of Chem Rx Corporation, et al.  The meeting
will be held at J. Caleb Boggs Federal Building, 844 King Street,
Room 5209, Wilmington, DE 19801.

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

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

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

                          About Chem Rx

Founded more than 40 years ago, Chem Rx is a major institutional
pharmacy serving the New York City metropolitan area, as well as
parts of New Jersey, upstate New York, Pennsylvania and Florida.
Chem Rx's client base includes skilled nursing facilities and a
wide range of other long-term care facilities.  Chem Rx annually
provides over six million prescriptions to over 69,000 residents
of more than 400 institutional facilities.

The Company and its units filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  Chem
Rx engaged investment banker Lazard Middle Market LLC to help it
facilitate a restructuring of the company.


CHEM RX: Needs CRO to Have Access to Cash Collateral
----------------------------------------------------
Chem Rx Corp. received interim approval from the Bankruptcy Court
to use cash representing collateral for secured lenders.
According to Bloomberg News, as a condition to the use of cash,
the Company must continue to employ a chief restructuring officer
acceptable to the lenders.  The final hearing on the use of cash
is scheduled for May 27.

                          About Chem Rx

Chem Rx -- http://www.chemrx.net.-- is a major institutional
pharmacy serving the New York City metropolitan area, as well as
parts of New Jersey, upstate New York, Pennsylvania and Florida.
Chem Rx's client base includes skilled nursing facilities and a
wide range of other long-term care facilities.  Chem Rx annually
provides over six million prescriptions to over 69,000 residents
of more than 400 institutional facilities.

Chem Rx filed for Chapter 11 on __ in Wilmington, Delaware (Bankr.
D. Del. Case No. 10-11567).  The petition listed assets of $170
million against debt totaling $178 million.

Chem Rx has engaged investment banker Lazard Middle Market LLC to
help it facilitate a restructuring of the company.


CINCINNATI BELL: Fitch Puts B+ IDR on Rating Watch Negative
-----------------------------------------------------------
Fitch Ratings has placed Cincinnati Bell Inc.'s (CBB) 'B+' Issuer
Default Rating (IDR) on Rating Watch Negative. In addition, the
Negative Watch applies to CBB's security ratings, as well as the
subsidiary ratings.

The rating action follows CBB's announcement that it will acquire
privately held data center operator CyrusOne in a cash transaction
approximating $525 million. The transaction is expected to close
by the end of the second quarter of 2010 following regulatory and
customary approvals.

To finance the transaction, the company has obtained commitments
for a $970 million senior secured credit facility. The company
anticipates renewing its existing $210 million senior secured
revolving credit facility, which matures in August 2012, and
extending its maturity to 2014. In addition the company expects to
renew its Term Loan B facility, which has $204 million
outstanding, extending the maturity data from August 2012 to 2017.
Commitments under the $970 million facility may be reduced by the
issuance of senior unsecured debt to finance the $525 million
acquisition, plus related fees before the close of the
transaction.

Pro forma for the acquisition of CyrusOne, Fitch expects CBB's
leverage to approximate 5 times (x), significantly higher than the
4.1x recorded in 2009. In Fitch's view, CBB's pro forma leverage
is high for the current rating. The high leverage is partly offset
by the strong growth prospects of the data center business, as
well as the revenue diversification provided by the acquisition.
Fitch expects to resolve the Negative Watch prior to the close of
the transaction. However, any potential downgrade would likely be
limited to one notch.

Fitch's existing 'B+' IDR for Cincinnati Bell, Inc. (CBB) reflects
expectations for relatively stable credit metrics and the
diversified revenue base associated with the company's business
model, which integrates the wireline and wireless businesses. The
company's results have been pressured by the economy, as well as
by competition in the wireline and wireless business segments. CBB
has been able to maintain a relatively stable level of EBITDA
through aggressive cost control efforts and revenue increases in
certain growth areas. Free cash flow, according to the company's
guidance and prior to the acquisition of CyrusOne, is expected to
approximate $130 million in 2010 and, if achieved, will be
relatively solid as measured by the free cash flow margin (free
cash flow as a percentage of revenues). Constraining factors in
the company's current ratings include the deployment of a portion
of its recent and expected free cash flow to stock repurchase
programs and CBB's moderately higher leverage relative to its peer
group.

Fitch has placed the following ratings on Rating Watch Negative:

Cincinnati Bell, Inc.
--IDR 'B+';
--Senior secured credit facility 'BB+/RR1';
--$792 million senior notes 'BB-/RR3';
--$625 million senior subordinated notes 'B/RR5';
--$129 million convertible preferred stock 'B-/RR6'.

Cincinnati Bell Telephone (CBT)
--IDR 'B+';
--$208 million senior unsecured notes 'BB+/RR1'.


COLLIER LAND: U.S. Trustee Unable to Form Creditors Committee
-------------------------------------------------------------
Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
notified the U.S. Bankruptcy Court for the Western District of
Pennsylvania, that she was unable to appoint an official committee
of unsecured creditors in the Chapter 11 case of Collier Land &
Coal Development, LP.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
filed for Chapter 11 bankruptcy protection on March 25, 2010
(Bankr. W.D. Pa. Case No. 10-22059).  Robert S. Bernstein, Esq.,
and Scott E. Schuster, Esq., at Bernstein Law Firm, P.C., assist
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.


COLLIER LAND: Meeting of Creditors Scheduled for June 16
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Collier Land & Coal Development, LP's Chapter 11 case on
June 16, 2010, at 11:00 a.m.  The meeting will be held at the
Liberty Center, 7th Floor, Room 725, 1001 Liberty Avenue,
Pittsburgh, Pennsylvania.

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

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

Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
filed for Chapter 11 bankruptcy protection on March 25, 2010
(Bankr. W.D. Pa. Case No. 10-22059).  Robert S. Bernstein, Esq.,
and Scott E. Schuster, Esq., at Bernstein Law Firm, P.C., assist
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.


CONVERSION SERVICES: Reports $557,110 Net Loss for March 31 Qtr
---------------------------------------------------------------
Conversion Services International, Inc., reported a net loss
attributable to common stockholders of $557,110 for the three
months ended March 31, 2010, from a net loss of attributable to
common stockholders of $1,726,657 for the same period in 2009.
Revenues were $4,976,833 for the 2010 first quarter from
$3,810,439 for the same period in 2009.

At March 31, 2010, the Company had total assets of $4,380,023;
against total current liabilities of $5,075,373; long-term debt,
net of current portion of $500,000; and Series A convertible
preferred stock of $1,583,332; resulting in stockholders' deficit
of $2,778,682.

As of March 31, 2010, the Company had a cash balance of
approximately $96,740, compared to $96,957 at December 31, 2009,
and a working capital deficiency of $800,000.

The liquidity issues that have resulted from the Company's history
of losses have been addressed in the past through the sale of
Company common stock, preferred stock and by entering into various
debt instruments.

In its March 2010 Form 10-Q report, the Company said it has
incurred a $417,110 net loss for the three months ended March 31,
2010 and, while the Company reported a profit of $31,956 for the
fiscal year ended December 31, 2009, it incurred significant
losses for the years ended December 31, 2004 through 2008,
negative cash flows from operating activities for the three months
ended March 31, 2010 and the years ended December 31, 2004 through
2008, and had an accumulated deficit of $72.0 million at March 31,
2010.  The Company has relied upon cash from its financing
activities to fund its ongoing operations as it has not been able
to generate sufficient cash from its operating activities in the
past, and there is no assurance that it will be able to do so in
the future.  Due to this history of losses and operating cash
consumption, the Company cannot predict how long it will continue
to incur further losses or whether it will become profitable
again, or if the Company's business will improve.  These factors
raise substantial doubt as to its ability to continue as a going
concern.

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?6257

                     About Conversion Services

East Hanover, New Jersey-based Conversion Services International,
Inc. is a technology and business process improvement and
management firm providing professional services to the Global 2000
as well as mid-market clientele.

Frieman LLP, in East Hanover, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses, negative cash flows, is not in compliance with a
covenant associated with its Line of Credit and has significant
future cash flow commitments.


COOPER-STANDARD: CS Automotive Sells $450 Million in Notes
----------------------------------------------------------
International Financing Review, a Thomson Reuters service, said
that Cooper Standard Automotive Inc. sold $450 million of senior
notes in the 144a private placement market on April 29, 2010,
according to a report by Reuters.

Deutsche Bank, Bank of America Merrill Lynch, Barclays and UBS
were the joint bookrunning managers for the sale, the report
said.

BORROWER: COOPER STANDARD AUTOMOTIVE INC.
AMT $450 MLN       COUPON 8.50 PCT       MATURITY 5/2/2018
TYPE SR NOTES      ISS PRICE 100.00      FIRST PAY 11/2/2010
MOODY'S N/A        YIELD 8.50 PCT        SETTLEMENT 5/11/2010
S&P N/A            SPREAD 508 BPS        PAY FREQ SEMI-ANNUAL
FITCH N/A          MORE THAN TREAS       NON-CALLABLE 4 YRS

                       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: RSM Richter Seeks Nod for Activities
-----------------------------------------------------
RSM Richter Inc., the firm appointed to monitor the assets of
Cooper-Standard Automotive Canada Ltd., sought and obtained an
order from the Ontario Superior Court of Justice approving its
activities since March 10, 2010, which include:

  * reviewing weekly financial information;

  * communicating with creditors, as required;

  * attending in court from time to time;

  * monitoring filings in the Chapter 11 cases of CSA Canada's
    U.S.-based affiliates; and

  * drafting its April 13, 2010 monitor report.

                       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-


COSINE COMMUNICATIONS: Reports $199,000 Net Loss for March 31 Qtr
-----------------------------------------------------------------
CoSine Communications, Inc., reported a net loss of $199,000 or
($0.02) loss per share for the quarter ended March 31, 2010, as
compared to net loss of $155,000 or ($0.02) per share for the
quarter ended March 31, 2009.

CoSine also unveiled the expansion of its strategic plan to
include investing its resources with the potential for capital
gains.  CoSine's expanded strategic plan is to redeploy its
existing resources to identify and acquire, or invest in, one or
more operating businesses with the potential for generating
taxable income or capital gains.

At March 31, 2010, the Company had total assets of $22,382,000
against total liabilities of $214,000, resulting in stockholders'
equity of $22,168,000.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?6259

In its March 2010 Form 10-Q report, the Company said at March 31,
2010, it has an accumulated deficit of $517 million.  The Company
said its actions in the fourth quarter of fiscal year 2004 to
terminate most of its employees and discontinue production
activities in an effort to conserve cash raise substantial doubt
about its ability to continue as a going concern.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?625a

The 2010 Annual Meeting of CoSine Stockholders was held at the
offices of Collette Erickson Farmer & O'Neill LLP, 235 Pine
Street, Suite 1300, San Francisco, California 94104 on May 11,
2010, at 9:00 a.m. Pacific Time.  The agenda includes the annual
election of directors.  CoSine has yet to release the results of
the meeting.

                    About Cosine Communications

Los Gatos, California-based CoSine Communications, Inc. (Pink
Sheets:COSN.pk) was founded in 1998 as a global telecommunications
equipment supplier.  As of December 31, 2006, CoSine had ceased
all its product and customer service related operations.  CoSine's
strategic plan is to redeploy its existing resources to identify
and acquire, or invest in, one or more operating businesses with
the potential for generating taxable income or capital gains.
This strategy may allow CoSine to realize future cash flow
benefits from its net operating loss carry-forwards.  No
candidates have been identified, and no assurance can be given
that CoSine will find suitable candidates, and if it does, that it
will be able to utilize its existing NOLs.


CRESTRIDGE ESTATES: Dismissal or Conversion Hearing Set for May 26
------------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Central District of California will consider at a hearing on
May 26, 2010, at 10:30 a.m., the motion to dismiss or convert the
Chapter 11 case of Crestridge Estates, LLC.  The hearing will be
held at Courtroom 5D, 411 W Fourth St., Santa Ana, California.
Objections, if any, are due 14 days prior to the hearing date.

The U.S. Trustee for Region 16 sought for the dismissal or
conversion of the Debtor's case to one under Chapter 7 explaining
that the Debtor: (i) has not complied with any of the requirements
set forth in the U.S. Trustee's notice of requirements; and ii)
failed to appear at its scheduled initial debtor interview.

Costa Mesa, California-based Crestridge Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 24, 2010 (Bankr. C.D.
Calif. Case No. 10-13689).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.

The Company's affiliate, 468 Ashton LLC, filed a separate Chapter
11 petition on August 29, 2008 (Case No. 08-15323).


DEAN FOODS: S&P Affirms BB- Rating & Changes Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dallas-
Texas based Dean Foods Co. and its wholly owned subsidiary Dean
Holding Co. to negative from stable. "At the same time, we
affirmed the ratings on the company, including the 'BB-' corporate
credit rating. Dean Foods had about $4.2 billion of funded debt
outstanding as of March 31, 2010."

"The outlook revision to negative reflects our concerns about the
company's near-term operating performance and the possibility for
the company's leverage covenant to become very tight by fiscal
year end 2010," said Standard & Poor's credit analyst Christopher
Johnson. "Dean Foods' first-quarter operating performance was
weaker than expected, primarily reflecting lower earnings in the
company's key Fresh Dairy Direct?Morningstar business segment.
This division suffered a $68 million decline in gross profits,
primarily reflecting a mix shift away from higher margin branded
milk sales in response to aggressive retailer price discounting of
private label milk. We are concerned about the company's ability
to meaningfully improve credit measures as previously anticipated
if these pricing trends continue through the second half of the
year. In addition, we believe the lower operating performance
could pressure the company's financial covenant cushion by fiscal
year end when their maximum net debt to EBITDA covenant (as
defined by credit agreements) steps down to 4.5x from 5x."

"The ratings on Dean Foods and its subsidiary reflect its
aggressive financial profile and high debt leverage. We are
concerned about recent retailer milk price discounting, and the
impact that may have on the company's branded milk portfolio, in
which volume declined in the first quarter. Dean benefits from its
position as the leading national dairy company in the U.S., with
close to a 40% market share, with a portfolio of national,
regional, local, and private-label brands also with solid regional
market positions.

Dean Foods is the leading U.S. processor and distributor of
branded dairy products with solid positions in ice cream and other
dairy products, including soy and organic milk products. Dean
Foods' distribution network is extensive and covers all channels,
including grocery and club retailers, drug and mass merchandisers,
convenience stores, and food service. The company's refrigerated
direct-store delivery system (5,800 company-owned routes) or its
national distribution system serve these channels. In light of the
current retail pricing environment for milk, characterized by
heavy retailer discounting of private label brands and consumer
sentiment to trade down in a weak economy, Standard & Poor's
expects that in the near term Dean Foods will accelerate its cost-
savings initiatives to stem a further erosion in profitability
resulting from this mix shift toward lower margin private-label
product.

"The negative outlook reflects our concerns about the company's
operating performance and financial covenant cushion over the
remainder of 2010. We would consider lowering the ratings if
adjusted debt to EBITDA exceeded 5.5x and/or EBITDA cushion on its
leverage covenant becomes significantly pressured. We believe this
would occur if the current retail milk price discounting continues
and the company does not achieve its expected cost reduction
goals, resulting in a sustained depressed EBITDA margin of 6%. It
is unlikely that we would consider raising the rating until the
company restores profitability and ensures sufficient covenant
cushion, as well as addresses its significant bank loan
amortization, which begins in 2011."


DELTA MUTUAL: Board OKs Employment Deals with CEO and EVP
---------------------------------------------------------
Delta Mutual, Inc., disclosed that on April 26, 2010, its Board of
Directors approved five-year term executive employment agreements
between the Company and Dr. Daniel R. Peralta, its Chairman and
Chief Executive Officer, and Malcolm W. Sherman, its Executive
Vice President, effective March 22, 2010 and March 23, 2010,
respectively.

Dr. Peralta's Employment Agreement provides for a fixed annual
salary of $500,000; Mr. Sherman's Employment Agreement provides
for a fixed annual salary of $350,000.

Under the Employment Agreements, both executives are eligible for
participation in a bonus pool with other senior executives. For
the second year of the term of each Employment Agreement the bonus
will be computed with reference to increases over the
corresponding quarterly profit for the year 2006, based on the
quarterly reports of the Company for the year 2006; for the third
year, the bonus shall be based on the financial performances
detailed in the quarterly reports for the year 2007; and for the
fourth year of the Employment Agreements, the bonus shall be based
on the quarterly reports for the year 2008, and shall continue for
the quarterly filings for the year 2009 and each subsequent year
during the respective terms of each of the Employment Agreements.
Such bonuses will be pooled with those of other senior executives
and be computed based on a total bonus pool equal to 15% of the
net profits of the Company as set forth in the Company's SEC
filings.

                        About Delta Mutual

Delta Mutual, Inc., invests in oil and gas properties in South
America.  It intends to focus its investments in the energy
sector, including development of energy producing investments and
alternative energy production in Latin America and North America.

At December 31, 2009, the Company had total assets of $1,750,005
against total liabilities, all current, of $1,206,826, resulting
in stockholders' equity of $543,179.  At December 31, 2008, the
Company had stockholders' deficit of $645,912.

During the fiscal year ended December 31, 2009, the Company had a
gain from continuing operations of $850,000.  The Company has an
accumulated deficit of $3,580,837 and working capital deficiency
of $967,042 as of December 31, 2009.  The Company said it may
require additional funding to execute its strategic business plan
for 2010.

In its April 15, 2010 report, Jewett, Schwartz, Wolfe & Associates
in Hollywood, Florida, raised substantial doubt about the
Company's ability to continue as a going concern.  The auditor
pointed to the Company's accumulated deficit and working capital
deficiency.  The auditor also said the Company is not generating
sufficient cash flows to meet its regular working capital
requirements.


DELTA MUTUAL: Reports Sale of Shares to Private Investor
--------------------------------------------------------
Delta Mutual Inc. disclosed that on April 6, 2010, 16,000 shares
of the Company's common stock were sold to a private investor for
$0.25 per share.

Delta Mutual has filed a report disclosing sales of shares since
April 27, 2009.  The Company has sold shares to its consultant and
to private investors.

The Company did not identify the buyers.

A full-text copy of the Company's report is available at no charge
at http://ResearchArchives.com/t/s?6255

Separately, on May 14, 2010, Delta Mutual filed Amendment No. 1 to
its Form 10-K for the year ended December 31, 2009, to amend the
consolidated financial statements and Notes and Item 5 under the
caption "unregistered sales of equity securities" to preserve the
nature and character of the disclosures set forth in the 2009 Form
10-K as of April 15, 2010, the date on which the 2009 10-K was
filed, no attempt has been made in this Amendment No. 1 to modify
or update disclosures.

A full-text copy of Amendment No. 1 to the Form 10-K is available
at no charge at http://ResearchArchives.com/t/s?6256

                        About Delta Mutual

Delta Mutual, Inc., invests in oil and gas properties in South
America.  It intends to focus its investments in the energy
sector, including development of energy producing investments and
alternative energy production in Latin America and North America.

At December 31, 2009, the Company had total assets of $1,750,005
against total liabilities, all current, of $1,206,826, resulting
in stockholders' equity of $543,179.  At December 31, 2008, the
Company had stockholders' deficit of $645,912.

During the fiscal year ended December 31, 2009, the Company had a
gain from continuing operations of $850,000.  The Company has an
accumulated deficit of $3,580,837 and working capital deficiency
of $967,042 as of December 31, 2009.  The Company said it may
require additional funding to execute its strategic business plan
for 2010.

In its April 15, 2010 report, Jewett, Schwartz, Wolfe & Associates
in Hollywood, Florida, raised substantial doubt about the
Company's ability to continue as a going concern.  The auditor
pointed to the Company's accumulated deficit and working capital
deficiency.  The auditor also said the Company is not generating
sufficient cash flows to meet its regular working capital
requirements.


DOMTAR CORP: S&P Raises Long-Term Credit Rating to BB+
------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Domtar Corp. to 'BB+' from 'BB'. At the same
time, S&P raised the issue-level ratings on Domtar's senior
secured debt to 'BBB' from 'BBB-' (two notches above the corporate
credit rating on the company) and senior unsecured debt to 'BB'
from 'BB-' (one notch below the corporate credit rating). The
recovery ratings of '1' on the senior secured debt and '5' on the
senior unsecured debt are unchanged. The outlook is positive.

Standard & Poor's also raised its long-term corporate credit
rating on subsidiary Domtar Inc. to 'BB+' from 'BB', and its
issue-level rating on the subsidiary's senior unsecured debt to
'BB' from 'BB-'. The outlook is positive. The '5' recovery rating
on the senior unsecured debt is unchanged.

"We base the upgrade on reduced debt, good operating performance,
and management's commitment to reduce debt further," said Standard
& Poor's credit analyst Jatinder Mall.

"The ratings on Domtar reflect Standard & Poor's view of the
company's leading market position in the North American uncoated
free sheet (UFS) market and good cost profile. What we see as a
steady decline in demand for UFS; and volatile prices for
commodity paper and pulp products constrain the ratings."

"With about 33% of industry capacity, Domtar is the largest UFS
manufacturer in North America, with 3.9 million short tons of
capacity and 1.9 million metric tons of pulp capacity. The
majority of its paper capacity is in the U.S.; Domtar also
manufactures and sells lumber. The company has a leading market
share in a consolidated industry where producers are disciplined
and quick to take demand related downtime rather than to chase
volumes. We expect long-term UFS demand to decline due to the
substitution of electronic media. To mitigate this, Domtar has
been balancing production to demand and investing in its assets.
It is converting its Plymouth paper mill to fluff pulp. In our
opinion, the company's paper mills have good cost profiles, as
they are large and modern, and have integrated pulp and
cogeneration facilities. Domtar's recent closure of more than 1
million short tons of high-cost paper capacity has lowered its
cost profile. The company is selling its noncore lumber business,
which has generated weak profits, to Eacom Timber Corp. We expect
the transaction to close by third-quarter 2010."

"The positive outlook reflects Standard & Poor's expectations that
Domtar will continue to generate good cash flows in 2010. We
expect the company to use some of this excess cash from operations
and cash from alternative fuel tax credits and asset sales to pay
down debt. We also expect leverage to be about 2x by the end of
2010. We could raise the ratings if the company pays down debt and
demonstrates its ability to sustain 2x leverage through the cycle.
We could lower the ratings if Domtar cannot reduce debt and market
conditions worsen, leading to significantly lower-than-expected
EBITDA generation; and if the leverage ratio were to rise above
3x."


DOWNTOWN MAITLAND: Reorganization Case Transferred to Florida
-------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved the transfer of the
Chapter 11 case of Downtown Maitland Property Owner, LLC to Middle
District of Florida, Orlando Division.

As reported in the Troubled Company Reporter on April 13, 2010,
Mercantile Bank, a secured creditor, asked the Court to dismiss
the Debtor's bankruptcy case explaining that the filing was done
in bad faith.

New York-based Downtown Maitland Property Owner, LLC, filed for
Chapter 11 bankruptcy protection on March 26, 2010 (Bankr. S.D.
N.Y. Case No. 10-11567).  Bruce Weiner, Esq., at Rosenberg, Musso
& Weiner, LLP, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $12,000,000,
and total debts of $9,388,000.


DYNAVAX TECHNOLOGIES: March 31 Balance Sheet Upside-Down by $1.8MM
------------------------------------------------------------------
Dynavax Technologies Corp. filed its quarterly report on Form
10-Q, showing a net loss attributable to Dynavax of $9.2 million
on $8.3 million of revenue for the three months ended March 31,
2010, compared with net income attributable to Dynavax of
$5.1 million on $19.3 million of revenue for the same period of
2009.

The Company's balance sheet as of March 31, 2010, showed
$44.3 million in assets and $46.1 million of liabilities, for a
stockholders' deficit of $1.8 million.

As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, Calif., in its report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred significant operating losses and negative
cash flows from operations since its inception.

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

               http://researcharchives.com/t/s?6243

Berkeley, Calif.-based Dynavax Technologies Corporation, a
clinical-stage biopharmaceutical company, discovers and develops
novel products to prevent and treat infectious diseases, asthma
and inflammatory and autoimmune diseases.  The Company's lead
product candidate is HEPLISAVTM, a Phase 3 investigational adult
hepatitis B vaccine designed to enhance protection more rapidly
and with fewer doses than current licensed vaccines.


EPICEPT CORP: Reports $4,508,000 Net Loss for March 31 Quarter
--------------------------------------------------------------
EpiCept Corporation reported a net loss of $4,508,000 for the
three months ended March 31, 2010, from a net loss of $22,487,000
for the same period in 2009.  Revenue was $167,000 for the three
months ended March 31, 2010, from $115,000 for the 2009 first
quarter.

At March 31, 2010, the Company had total assets of $6,300,000,
against total liabilities of $19,042,000, resulting in
stockholders' deficit of $12,742,000.

In a press statement, Jack Talley, president and chief executive
officer of EpiCept, said "Most recently, EpiCept achieved a
milestone we have been working towards for many years, namely the
full commercial launch of Ceplene(R) in a major market.  Mr.
Talley continued, "With the launch by our partner Meda AB, we have
provided hope to people in Europe with Acute Myeloid Leukemia in
first remission.  We are excited to be able to play a part in
helping these patients.  We are looking forward to progressing our
application along the regulatory pathways in Canada and the United
States, with the goal of expanding the number of patients who can
receive this very important therapy."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?625c

In its March 2010 Form 10-Q report, the Company said it has
devoted substantially all of its cash resources to research and
development programs and general and administrative expenses, and
to date it has not generated any meaningful revenues from the sale
of products.  Since inception, the Company has incurred
significant net losses each year.  As a result, the Company has an
accumulated deficit of $239.6 million as of March 31, 2010.  The
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?625b

In the Company's 2009 Annual Report, Deloitte & Touche LLP in
Parsippany, New Jersey, expressed substantial doubt against
Epicept Corporation's ability as a going concern.  The firm noted
that the Company has recurring losses from operations and
stockholders' deficit.

                           About EpiCept

Tarrytown, N.Y.-based EpiCept Corporation is a specialty
pharmaceutical company focused on the clinical development and
commercialization of pharmaceutical products for the treatment of
cancer and pain.  The Company's lead product is Ceplene(R), which
when used concomitantly with low-dose interleukin-2 is intended as
remission maintenance therapy in the treatment of acute myeloid
leukemia, or AML, for adult patients who are in their first
complete remission.


EPICEPT CORP: Annual Stockholders' Meeting Set for June 3
---------------------------------------------------------
The 2010 Annual Meeting of Stockholders of Epicept Corporation
will be held at 10:00 AM on June 3, 2010, at the Dolce/IBM
Palisades Executive Conference Center, 334 Route 9W, in Palisades,
New York, for these purposes:

     1. the election of two directors as Class II directors to
        hold office until the 2013 Annual Meeting and until their
        respective successors are elected and qualified;

     2. the ratification of the selection by the Audit Committee
        of the Company's Board of Directors of Deloitte & Touche
        LLP as the independent registered public accounting firm
        for the year ending December 31, 2010; and

     3. such other business as may properly come before the Annual
        Meeting or any adjournment thereof.

Stockholders of record at the close of business on April 19, 2010,
are entitled to vote at the Annual Meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?625d

                           About EpiCept

Tarrytown, N.Y.-based EpiCept Corporation is a specialty
pharmaceutical company focused on the clinical development and
commercialization of pharmaceutical products for the treatment of
cancer and pain.  The Company's lead product is Ceplene(R), which
when used concomitantly with low-dose interleukin-2 is intended as
remission maintenance therapy in the treatment of acute myeloid
leukemia, or AML, for adult patients who are in their first
complete remission.

At March 31, 2010, the Company had total assets of $6,300,000,
against total liabilities of $19,042,000, resulting in
stockholders' deficit of $12,742,000.

In its March 2010 Form 10-Q report, the Company said it has
devoted substantially all of its cash resources to research and
development programs and general and administrative expenses, and
to date it has not generated any meaningful revenues from the sale
of products.  Since inception, the Company has incurred
significant net losses each year.  As a result, the Company has an
accumulated deficit of $239.6 million as of March 31, 2010.  The
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

In the Company's 2009 Annual Report, Deloitte & Touche LLP in
Parsippany, New Jersey, expressed substantial doubt against
Epicept Corporation's ability as a going concern.  The firm noted
that the Company has recurring losses from operations and
stockholders' deficit.


EPIX PHARMACEUTICALS: To Hold Shareholders Meeting on June 23
-------------------------------------------------------------
Epiq Systems, Inc. will host its 2010 Annual Meeting of
Shareholders on Wednesday, June 23, 2010.

The meeting is scheduled to start at 10:00 a.m. central time and
will take place at the Westin Crown Center Hotel, 1 East Pershing
Road, Kansas City, Missouri, 64108.  The meeting will also be
broadcast over the Internet.  To access the broadcast, click on
the link located on the home page of http://www.epiqsystems.com/

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

                          *     *     *

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


EPIX PHARMACEUTICALS: Posts Additional Info on Auction Sale
-----------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., Assignee for the Benefit of Creditors
of Epix Pharmaceuticals, Inc., disclosed that the MRI imaging
intellectual properties of the EP-3600 MRI imaging agent, which
will be auctioned on May 28, 2010, include potential royalties of
2% each from the development and commercialization of three
additional programs related to MRI imaging agents and/or
technologies.  There is also a fourth program related to one MRI
imaging agent with a potential royalty of 4-6% from the
development and commercialization with a buy-up option to increase
royalties up to 15-17%.  Furthermore, the purchase of EP-3600 also
includes the rights to develop and commercialize collagen binding
therapeutics using the same proprietary technology that resulted
in the discovery of EP-3600.  Collagen binding therapeutics could
be targeted toward the treatment of debilitating diseases such as
scleroderma.

The assets of Epix were transferred to him on July 20, 2009 and he
is liquidating them for the benefit of Epix creditors.  He
recently reached an agreement with Bayer Schering Pharma that
permits the sale of the MRI imaging programs.

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

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

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

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

                   About EPIX Pharmaceuticals

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

                          *     *     *

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


EXTENDED STAY: Bank of America Objects to Plan
----------------------------------------------
Bank of America N.A. asks the U.S. Bankruptcy Court for the
Southern District of New York to deny confirmation of the
Debtors' Fourth Amended Chapter 11 Plan of Reorganization.

BofA argues that the Fourth Amended Plan impairs its Class 3
secured claim and thus, is not confirmable.  BofA points out that
this contravenes the "fair and equitable" requirement for a
cramdown confirmation of a plan over a dissenting class of
creditors.

BofA's attorney, Boris Mankovetskiy, Esq., at Sills Cummis &
Gross PC, in Newark, New Jersey, -- bmankovetskiy@sillscummis.com
-- notes that the Fourth Amended Plan proposes to pay BofA's
Class 3 secured claim in the sum of $8.5 million through the
issuance of a new mortgage note in the sum of only $5 million.

Mr. Mankovetskiy argues that BofA is entitled under the
bankruptcy laws to the full value of its secured claim.

BofA's claim stemmed from the loan it provided to UD Properties,
one of the Debtors, under a February 14, 2008 agreement.

                        About Extended Stay

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

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

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


EXTENDED STAY: Plan Exclusivity Extended Until Sept. 16
-------------------------------------------------------
Bankruptcy Judge James Peck extended through September 16, 2010,
the exclusive deadline by which Extended Stay Inc. and its debtor
affiliates may file a Chapter 11 plan and solicit votes for that
plan.

The exclusivity extension prohibits creditors from proposing
rival restructuring plans in the Debtors' cases.

                        About Extended Stay

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

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

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


EXTENDED STAY: U.S. Trustee Objects to $9MM in Professional Fees
----------------------------------------------------------------
Diana Adams, the United States Trustee for Region 2, opposes the
allowance of the interim fee applications of the bankruptcy
examiner, members of the Official Committee of Unsecured
Creditors and other professionals retained in the Chapter 11
cases of Extended Stay Inc. and its debtor affiliates.

Paul Schwartzberg, the U.S. Trustee's attorney, asserts that the
allowance of the full amount of fees requested on the basis of
overall case results would be premature given that the Debtors'
plan of reorganization has not yet been confirmed and the outcome
of their cases has not yet been resolved.

"The full payment of the interim fees to the applicants at this
time . . . would be inappropriate," Mr. Schwartzberg says.

For these reasons, the U.S. Trustee asks Judge Peck to impose a
percentage fee reduction.

The interim fee applications seek the allowance of $8,772,339 in
total fees and $305,743 in expenses for the period from Nov. 1,
2009 to Feb. 28, 2010.  The fee applicants include Weil Gotshal &
Manges LLP, Lazard Freres & Co. LLC, Covington & Burling LLC, PKF
Consulting, Hahn & Hessen LLP, Jefferies & Company Inc., Jones
Land LaSalle Hotels, Ernst & Young LLP, Stutman Treister & Glatt,
Alvarez & Marsal Dispute Analysis Forensic Services, members of
the Creditors Committee and Ralph  Mabey, the court-appointed
examiner.

                        About Extended Stay

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

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

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


FAYETTEVILLE MARKETFAIR: Cash Collateral Hearing Set for May 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has continued until May 24, 2010, at 2:00 p.m., the
hearing on Fayetteville Marketfair Investors, LLC's continued
access to the cash collateral of Capmark Finance Inc.  The hearing
will be held at Room 101, 1760 A Parkwood Blvd., Wilson, North
Carolina.

As reported by the TCR on January 12, 2010, the Court, in an
interim order, authorized the Debtor to use cash securing its
obligations to prepetition lenders to fund the Debtor's Chapter 11
case, pay suppliers and other parties.

The Debtor will continue to collect rents, and tenants of the real
property are directed and authorized to pay rent to the Debtor.

The Debtor is authorized to:

     a. make payment of interest, as adequate protection for use
        of the cash collateral;

     b. make payment of all Capmark's reasonable attorneys' fees
        upon the submission of invoices detailing fees and
        expenses on not less than 10 days notice, with an
        opportunity to review, to the Debtor, counsel to the
        Debtor, counsel to the Committee and the Bankruptcy
        Administrator: (i) for the period prior to the Petition
        Date through the date the Final Cash Collateral Order is
        approved, payable within 10 days after receipt of invoices
        detailing fees and expenses, provided that no objection to
        payment of the fees is raised; and (ii) for the period
        after the date the Final Cash Collateral Order is entered,
        payable on the 20th day of each month following the
        submission of each monthly invoice detailing fees and
        expenses, provided that no objection to payment is raised;
        and

     c. to transfer, convey, grant and assign to Capmark as
        replacement liens for the Prepetition Liens, liens
        (collectively, the "Postpetition Liens") upon and security
        interests in the Postpetition Cash Collateral, unless a
        court of competent jurisdiction were to determine that the
        Prepetition Liens are invalid, unenforeceable and/or
        should be avoided and to the extent Cash Collateral is
        used.  The Postpetition Liens will be senior, first-
        priority, validly perfected liens, subordinate only to
        payment of fees to the Bankruptcy Administrator.

The Debtor will continue to provide to Capmark with information,
statements and reports concerning its financial condition and its
assets as are required to be furnished under the loan documents or
at the reasonable request of Capmark.

           About Fayetteville Marketfair Investors, LLC

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 on Dec. 14, 2009 (Bankr. E.D. N.C. Case No. 09-
10859).  William P. Janvier, Esq., at Everett Gaskins Hancock &
Stevens, LLP, 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.


FAYETTEVILLE MARKETFAIR: Plan Confirmation Hearing Set for June 29
------------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina conditionally approved the
Disclosure Statement explaining Fayetteville Marketfair Investors,
LLC's Chapter 11 Plan.

The Court will consider the confirmation of the Debtor's
Chapter 11 Plan on June 29, 2010, at 2:00 p.m. at Room 101, 1760 A
Parkwood Blvd., Wilson, North Carolina.  Objections, if any, are
due on June 22, 2010.  Ballots are also due on June 22.

According to the Disclosure Statement, the Plan provides that the
Debtor will continue to operate and use the profits to fund its
Plan.

Under the Plan:

   * allowed secured claims of Capmark Finance, Inc. will have its
     full allowed secured claim.

   * Allowed unsecured deficiency claim of Capmark Finance, Inc.
     will be paid $3,000 per month for 120 months.

   * Holders of allowed small unsecured claims of $6,000 or less
     will be paid 80% of their allowed claims within 120 days
     after the effective date.

   * Holders of other allowed general unsecured claims will be
     paid $3,000 per month for 120 months.

   * Holders of equity interests -- BDPB Fayetteville, Gulfside FV
     LLC, Stephan Johansson and Jackson Ward -- will pay the
     Debtor $5,000 each to retain or repurchase their membership
     interests in the Debtor.

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

The Debtor is represented by:

     William P. Janvier
     Everett, Gaskins, Hancock & Stevens, LLP
     P.O. Box 911
     Raleigh, NC 27602-0911
     Tel: (919) 755-0025

                    About Fayetteville Marketfair

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 on Dec. 14, 2009 (Bankr. E.D. N.C. Case No. 09-
10859).  William P. Janvier, Esq., at Everett Gaskins Hancock &
Stevens, LLP, 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.


FIRST NATIONAL: March 31 Balance Sheet Upside-Down by $8.9 Million
------------------------------------------------------------------
First National Bancshares, Inc. filed its quarterly report on Form
10-Q, showing a net loss of $5.4 million on $2.6 million of net
interest income for the three months ended March 31, 2010,
compared with a net loss of $1.4 million on $4.1 million of net
interest income for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$676.1 million in assets and $685.0 million of liabilities, for a
stockholders' deficit of $8.9 million.

As reported in the Troubled Company Reporter on March 12, 2010,
Elliott Davis LLC has expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's significant losses in 2009
and 2008 and the increase in the Company's nonperforming assets.
Additionally, the Company's subsidiary bank is significantly
undercapitalized under regulatory capital guidelines and during
2009, the subsidiary bank entered into a consent order regulatory
enforcement action with its primary regulator, the Office of the
Comptroller of the Currency.  "The uncertainty of the Company's
ability to replenish its capital raises substantial doubt about
the Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?6246

Spartanburg, S.C.-based First National Bancshares, Inc. was
organized in 1999 to serve as the holding company for First
National Bank of the South.  The Company operates a network
of full-service branches in select markets across the state of
South Carolina.  The Company's assets consist primarily of its
investment in the Bank, and its primary activities are conducted
through the Bank.  As of March 31, 2019, the Company's
consolidated total assets were $676.1 million, its consolidated
total loans were $483.9 million, and its consolidated total
deposits were $605.4 million.


GENERAL GROWTH: Bidding Protocol for Equity Investments Approved
----------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York approved the bidding procedures and
issuance of warrants to serve as compensation for the financial
commitments to be provided pursuant to a revised $6.55 billion
equity investment and $2 billion capital backstop offer from
Brookfield Asset Management, Inc.'s affiliate, REP Investments
LLC, an affiliate of Brookfield Asset Management Inc., Fairholme
Capital Management, LLC, and Pershing Square Capital Management,
L.P., for the assets of General Growth Properties, Inc.

                       Latest BFP Proposal

Before entry of the bidding procedures order, Thomas H. Nolan,
Jr., president and chief operating officer of GGP, testified
before the Court in support of the Bidding Procedures Motion.

Mr. Nolan reminded the Court that GGP received a revised BFP
Proposal on May 3, 2010.  He disclosed that on the same day and on
May 7, 2010, certain changes have been made into the Revised BFP
Proposal.  Simon Property Group, Inc., also submitted its "final
and best" offer on May 6, 2010.

Specifically, the Latest BFP Proposal:

  (a) provides equity commitments totaling $7 billion, an
      increase of $500 million over the original commitments;

  (b) modifies the closing conditions to provide GGP with
      greater certainty that the transaction will close by
      lowering the minimum liquidity target to $350 million from
      the original minimum of $500 million, increasing the
      maximum consolidated debt cap to $22.25 billion from
      $22.1, and increasing the share cap to 1.120 billion;

  (c) provides a full backstop of the $2.0 billion of additional
      capital to be raised from third parties;

  (d) establishes a backstop for a loan of $1.5 billion, with no
      amortization for three years and at market interest rates
      and fees.  This $1.5 billion loan backstop, along with a
      backstop for additional equity of $500 million, eliminates
      any perceived risk that the Debtors would not be able to
      secure all capital necessary to emerge from Chapter 11,
      Mr. Nolan related;

  (e) eliminates an "Essential Assets" clause in General Growth
      Opportunities or GGO conditions, thus providing the
      company with greater flexibility in accomplishing the GGO
      spin off;

  (f) provides the insurance that GGP will have 100% of the
      capital it needs to emerge from Chapter 11, while still
      affording the company the flexibility to pursue cheaper
      capital or a better transaction, thus maximizing and
      protecting shareholder value; and

  (g) encourages bidding by setting an important bidding floor.
      The benefit of a bidding floor has already been evidenced
      in this case -- after GGP announced the Original BFP
      Proposal, Simon increased its GGP Mall Co. per share price
      from $6 to $15.

Mr. Nolan further disclosed that the terms of the warrants have
been revised to reduce their cost both before and after emergence
from Chapter 11.  Pershing has agreed to eliminate its interim
warrants entirely.  Brookfield and Fairholme have also agreed that
the warrants will vest over time so that only 40% of the warrants
vest upon approval by the Court, an additional 20% will vest on
July 12, 2010, and the remaining 40% vests in periodic
installments commencing July 13, 2010, and continuing through the
end of the commitment period.  Upon termination of the Latest BFP
Proposal, no further warrants would vest.  These changes lower the
total value of the warrants and will afford General Growth
significantly increased flexibility in its continued efforts to
further improve on the emergence transaction without triggering
the full cost of the remaining warrants, he explained.  The Latest
BFP Proposal also increases the strike price of the post-emergence
GGP warrants from $10 per share to $10.50 for Fairholme and
Pershing and $10.75 for Brookfield, he added.

Mr. Nolan also related that the Latest BFP Proposal includes an
agreement that Brookfield will enter into a strategic relationship
agreement to use GGP as its primary platform for any regional mall
opportunities it or one of its affiliates pursues in North
America, and will seek to provide global opportunities through
Brookfield's institutional relationships.  He added that the
Official Committee of Equity Security Holders supports the Latest
BFP Proposal.

Mr. Nolan informed the Court that GGP's board of directors
determined that the Latest BFP Proposal, even with the cost of the
warrants, and a per share price of $10 for GGP Mall Co. versus an
$11 backstop investment bid proposed by Simon, represents a better
option for maximizing long-term shareholder recoveries and
enterprise value than the Simon Proposal.  The Board found that
the risks and uncertainties associated with the Simon Proposal and
the potential long-term shareholder value of the Latest BFP
Proposal outweigh the potential dilutive effects of the Warrants,
he said.  Among others, the Board believes that Simon would face a
tension between being GGP's largest shareholder and the fiduciary
duties that Simon's board and management owe to its own
shareholders, he related.  Despite that decision, he said GGP is
prepared to continue to negotiate with Simon on its Proposal and
believes that the issuance of the warrants should not preclude
that negotiation.

In contrast, Mr. Nolan pointed out that Brookfield, Fairholme and
Pershing's interests as majority investors in GGP would be wholly
aligned with the company to maximize shareholder value.  "Those
three parties would thus actively work to increase enterprise
value, a prime example of which is the strategic relationship
agreement in the Latest BFP Proposal that will provide General
Growth with valuable corporate opportunities.  Simon would not,
and could not, enter into any such strategic relationship with its
largest competitor," he stated.

Mr. Nolan maintained that the warrants are reasonable
consideration for the value that GGP will receive from the Latest
BFP Proposal and the significant financial commitment that
Brookfield, Fairholme and Pershing are making.  He disclosed that
the interim warrants with 40% vested upon approval by the Court
are valued at about $315 million, assuming a change of control
transaction valued at $20.00 per share and 20% volatility.
Assuming 100% vested following the nine-month commitment period,
under the same per share price and volatility, GGP values the
interim warrants at approximately $688 million.

Mr. Nolan also stated that GGP's agreement to indemnify Brookfield
in exchange for the assistance to be provided by Brookfield is
reasonable.

                       Other Rulings

Judge Gropper found that the Bidding Procedures, including
reimbursement of expenses incurred by a bidder in accordance with
the Bidding Procedures, are fair, reasonable, and appropriate and
are designed to maximize the value GGP may realize through a
competitive process for the benefit of all stakeholders.

Judge Gropper also averred that GGP has demonstrated sound
business justifications for authorization to enter into the
Investment Agreements with REP, Fairholme, and Pershing, and for
approval to execute, deliver and perform under the warrant
agreement, as amended on May 3, 2010, and the Warrants.  Judge
Gropper said those business justifications include:

   (i) the establishment of a "floor" price for the value of the
       equity of GGP for the benefit of all stakeholders while
       preserving the ability to capture the benefit of
       increasing equity value in the future;

  (ii) long-term commitments of capital providing liquidity
       necessary to emerge from Chapter 11 in a manner intended
       to permit satisfaction of all unsecured creditors in full
       and provide a substantial recovery for shareholders;

(iii) the preservation of flexibility to cancel some or all of
       the commitments under the Investment Agreements and to
       maximize equity value by replacing part of the committed
       capital with financing from more favorable sources; and

  (iv) the lengthy nature of the commitments to purchase
       $6.55 billion of publicly-listed stock at a fixed price and
       a $2 billion capital backstop.

Judge Gropper also held that GGP, assisted by qualified
professional advisors, has conducted a competitive process to
identify alternative sources of equity capital commitments for
a plan of reorganization, as well as explored strategic
opportunities, which process will continue.

Judge Gropper noted that the Warrant Agreement and the Warrants
issued to each Commitment Party are bargained-for and integral
parts of the agreement between GGP and the Commitment Party.  If
the Warrants are not approved by the Court and issued as provided
in the Warrant Agreements, each Commitment Party will have the
right to terminate its obligations under the applicable
Investment Agreement.

                     Plan Confirmation Schedule

Pursuant to the Bidding Procedures Order, GGP will conduct a
second round process in this timeframe:

  June 2, 2010            * Deadline to submit Final Proposals
                            -- solid fully financed, binding
                            offers with proposed final
                            documentation.

  July 2, 2010            * GGP intends to select the Final
                            Proposal it intends to consummate.
                            GGP, in consultation with the entity
                            or entities, which submitted the
                            successful proposal will file a plan
                            and related disclosure statement on
                            or around July 2, 2010.

  July 30, 2010           * Hearing on the Disclosure Statement.

  August 6, 2010          * GGP will commence solicitation of
                            the Plan.

  September 17, 2010      * Confirmation objection deadline.

  September 30, 2010      * Confirmation Hearing.

GGP will (i) provide notice to the advisors to the Official
Committee of Unsecured Creditors and the Equity Committee of any
material change to the Bidding Procedures without delay and (ii)
will advise the Creditors and Equity Committees' Advisors of the
identities of any bidders whom GGP determines to exclude from the
process contemplated in the Bidding Procedures.

Judge Gropper also authorized GGP to reimburse expenses incurred
by any bidder in accordance with the Bidding Procedures up to
$1 million per bidder.  However, Judge Gropper said (i) in no
event will GGP reimburse more than an aggregate of $10 million for
those expenses and (ii) GGP will provide notice to the Creditors
and Equity Committee Advisors of any bidder who receives or is
denied expense reimbursement.

GGP will endeavor to provide the Creditors' and Equity Committee
Advisors (i) copies of all term sheets and final bids, received
pursuant to the Bidding Procedures within two business days after
receipt by the company; and (ii) drafts of the related plan of
reorganization and disclosure statement related at least three
business days in advance of filing.

GGP will consult with the Creditors' and Equity Committee
Advisors (i) at least 24 hours before selection of the proposed
transactions, if any, that the company intends to consummate at
the conclusion of the second round process and (ii) at least
three business days before filing of a related plan of
reorganization and disclosure statement.

Upon issuance of the Warrants to any Commitment Party, that
Commitment Party will be fully and irrevocably vested with all
right, title and interest in the Warrants free and clear of any
adverse claim or interest.

All amounts payable by GGP under the REP Investment Agreement
will constitute allowed administrative expenses of General Growth
under Sections 503(b) and 507(a)(2) of the Bankruptcy Code, Judge
Gropper ruled.

All Objections to the Bidding Procedures Motion or the relief
requested therein that have not been withdrawn, waived, settled,
or specifically addressed in this order, and all reservations of
rights included in those objections, are overruled in all
respects on the merits, Judge Gropper averred.

A full-text copy of the Approved Bidding Procedures is available
for free at:

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

Before entry of the Bidding Procedures Order, Elliott Management
Corp. withdrew its objection to the Bidding Procedures Motion.

                       Debtors' Statement

"After careful consideration, the Board of Directors agreed that
the revised proposal from this investment group represents the
best initial sponsor proposal to foster a process that maximizes
the enterprise value of GGP," said Adam Metz, Chief Executive
Officer of GGP.  "This proposal serves as an insurance policy for
GGP by providing the Company with the capital it requires to
emerge from bankruptcy, while at the same time allowing GGP to
continue soliciting higher and better financing and strategic
offers pursuant to the bid procedures approved by the Bankruptcy
Court."

"We are pleased that the Court has approved the bidding procedures
and warrants associated with the enhanced investment proposal from
Brookfield, Pershing Square and Fairholme, which we expect will
lead to a process that maximizes value for our stakeholders," said
Thomas H. Nolan, Jr., President and Chief Operating Officer of
GGP.  "As majority investors in GGP, Brookfield, Fairholme and
Pershing's interests would be wholly aligned with the Company to
maximize shareholder value.  We expect those three parties to
actively work to increase enterprise value, as evidenced by the
exciting strategic relationship agreement in the new Brookfield-
led proposal that will provide General Growth with valuable
corporate opportunities.  This proposal provides the best
opportunity to maximize current and future stockholder value
while, at the same time, protecting the Company and its creditors
on the downside."

                     Simon's May 6 Offer

Before entry of the Bidding Procedures Order, Simon said it has
made its best and final offer to acquire GGP in a fully financed
transaction valued at $6.5 billion, or $20.00 per GGP share,
consisting of $5.00 in cash, $10.00 in shares of SPG common stock,
at its current value, and the distribution to GGP shareholders of
shares in GGO, valued by GGP at $5.00 per share, according to a
public statement dated May 6, 2010.

At $20.00 per share, Simon's offer values GGP's equity at
$6.5 billion in the aggregate and represents additional value of
$2.6 billion, or a 66% premium, to Brookfield Asset Management,
Inc., Pershing Square Capital Management and Fairholme Funds-
sponsored change of control recapitalization plan, which offers
GGP shareholders an aggregate value of $3.9 billion.  The
acquisition would also include full cash recovery for unsecured
creditors.

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

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

A full-text of SPG's May 6, 2010 offer letter to GGP:

    May 6, 2010

    Board of Directors
    General Growth Properties, Inc.
    110 North Wacker Drive
    Chicago, Illinois 60606

    Ladies and Gentlemen:

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

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

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

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

                      SPG's Acquisition Proposal

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

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

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

     * GGP would remain highly leveraged.
     * GGP would face a significant overhang of stock owned by
       non-long term holders who have no lockups, creating
       downward pressure on share price.
     * The proposed warrants and the subscription rights in
       favor of the Brookfield consortium will impede future
       attempts to raise capital.
     * GGP would be unable pay a material cash dividend upon
       emergence.

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

    * SPG has the highest credit rating of any publicly traded
      real estate company and a lower cost of capital.
    * SPG has a strong balance sheet and substantial flexibility
      through unrivaled access to capital markets.
    * SPG has a sector-leading management team with an
      established track record.
    * SPG pays a substantial cash dividend.

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

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

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

                  SPG's Recapitalization Proposal

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

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

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

           Both SPG Proposals Are Superior in Every Way

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

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

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

    Very truly yours,
    David Simon
    Chairman of the Board and
    Chief Executive Officer

    cc: Adam Metz, Chief Executive Officer, General Growth
    Properties, Inc.
    Jackson Hsieh, UBS Investment Bank

                        *     *     *

In light of the entry of the Bidding Procedures Order, Mr. Simon
said in a public statement cited by Kris Hudson of The Wall Street
Journal, "[f]or many months, Simon has tried to work
collaboratively and productively with [General Growth] to bring
our proposals to fruition."  Mr. Simon added in the public
statement, "[t]he company's support of a deal that transfers
hundreds of millions of dollars of value to the Brookfield
consortium has caused us to conclude that we cannot reach a
mutually beneficial transaction."

GGP's lawyers told the Court at a May 7, 2010 hearing that GGP had
engaged with Simon in intense talks for months but a deal couldn't
be struck, Mr. Hudson related.

Mr. Hudson noted that Judge Gropper's ruling is a rare setback for
Mr. Simon, a former Wall Street merger specialist who built his
family's company into the largest U.S. retail landlord by
completing $25 billion of acquisitions in his 15 years as chief
executive.

However, certain analysts declined to count Simon out of the
running, citing that paying to retire the Brookfield group's
warrants isn't a big cost in the context of a $33.5 billion deal,
Mr. Hudson stated. Cedrik Lachance, an analyst at Green Street
Advisors Inc., pointed out in an interview with The Journal, "It's
fair to say a couple of rounds were lost, but you have potential
to come back."  Mr. Lachance further told The Journal that, "Its a
business decision at this point to not be involved in it."

In addition, Mr. Hudson disclosed that at the Bidding Procedures
hearing, Judge Gropper told Simon's lawyers that he hoped Simon
would reconsider its position and continue its pursuit of GGP but
noted, "that's entirely its call."

Judge Gropper was also quoted by Tiffany Kary and Daniel Taub of
Bloomberg News as saying that, "The issues have been carefully
vetted and negotiated by the board.  This court cannot and will
not substitute its judgment for that of the board."

Cyrus Madon, senior managing partner at Brookfield, told Bloomberg
that Brookfield's plan "gives all shareholders the chance to
participate in the tremendous upside of this company for a very,
very long time, as opposed to being cashed out at the bottom of
the market.  Mr. Madon also said in the Bloomberg interview
Brookfield will be "working very hard to get through the rest of
the bankruptcy process with the company, and then get to the task
of creating value."

In addition, Fairholme's founder Bruce Berkowitz defended the
warrants, reasoning that they help balance the risk associated
with a $15 per share investment in GGP, Bloomberg related.  GGP
closed $0.93 below that price as of May 8, 2010, meaning that
Fairholme, without the warrants, currently is closing about
$173 million on the investment, Mr. Berkowitz further said,
Bloomberg noted.  "I promise you these warrants are not free," Mr.
Berkowitz was quoted by Bloomberg as saying.  "I would not have
offered the deal or done the deal if I didn't think so.  But it's
far from riskless," Mr. Berkowitz added, Bloomberg stated.

                       About General Growth

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

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

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


GENERAL GROWTH: Reports $78,358,000 Net Income for First Quarter
----------------------------------------------------------------
General Growth Properties, Inc. (the Company or GGP) announced its
operating results for the three months ending March 31, 2010.

"First quarter sales trends improved significantly from the same
period last year," said Adam Metz, chief executive officer of
General Growth Properties.  "The macroeconomic outlook is
improving, and we are seeing signs of recovery and growth in a
number of our markets.  Even previously hard-hit markets like
Florida are showing positive trends.  Our retailer tenants are
largely more profitable than a year ago, with higher margins,
improved balance sheets and rising same-store-sales results.
Improvement in comparable tenant sales accelerated over the course
of the quarter, including a 10% year-over-year increase in March.
In this improving environment, we continue to execute a business
strategy designed both to strengthen operations within our
portfolio of high-quality retail properties and to create long-
term value for our stockholders.  The combination of these
improving conditions and our disciplined operating strategy has
led to increased sales and leasing performance in the first
quarter. Leasing activity grew 21% year-over-year, and our strong
leasing pipeline is a very positive leading indicator for our
business.

"Our other operating metrics show progress as well," said Mr.
Metz.  "Occupancy rates have stabilized and we are controlling
expenses.  Unfortunately, we will not see the full impact of this
recovery and improved performance in our operating results for
three or four more quarters, the time it takes for signed leases
to be reflected in revenue flow."

"The decrease in comparable NOI for the quarter, which was
consistent with our expectations, reflects the temporary impact of
our restructuring and the difficult market conditions of last
year, when many of our newer leases were executed.  Also, the
majority of the negative NOI performance is concentrated in our
malls with tenant sales below $350 per square foot. The NOI for
malls with tenant sales above $350 per square foot remained
essentially flat.  We are optimistic that NOI will grow as the
economic environment continues to improve and we complete our
restructuring.  The property-specific planning process we
initiated in 2009 is helping us to more effectively execute our
business strategy of focusing on the unique characteristics of the
market served by each individual shopping center.  In the first
quarter, we continued to enhance the appeal of our properties to
both shoppers and tenants while building a strong financial
platform for the future.  Also in the first quarter, our Brazilian
joint venture Aliansce successfully completed its initial public
offering, and our 31% ownership interest in the company provides
us access to Brazil's exciting and growing market," continued Mr.
Metz.

          First Quarter 2010 and 2009 Comparable Retail
                   and other Segment NOI

                                         2010       2009
                                         ----       ----
Retail and other segment NOI:         $586,277   $605,920
Adjustments:                           (16,657)   (18,470)
                                    ----------  ---------
Comparable retail and other Segment   $569,620   $587,450
NOI:
                                    ----------  ---------
Decrease in Comparable Retail and
other segment NOI:                      (3.0%)

A schedule showing adjustments and non-comparable income and
expense items and their impact on 2010 and 2009 operating results
is provided with this release.  Concurrent with this release, the
Company has also made available on its website its quarterly
package of supplemental financial information that provides
additional detail on its operational results.

                      Operational Highlights

GGP is focused on strengthening its assets and operational
performance in order to maximize value over the long term.  GGP
invests in its properties to enhance their positions in the market
and their appeal to shoppers and tenants and is committed to
nurturing strong and long-lasting relationships with its retail
partners.

Among the operational highlights of the first quarter of 2010 at
the retail property level are:

   * Anchor Store Activity -- The Company experienced
     particularly strong big box and department store activity
     in the first quarter, signing or commencing construction on
     eleven locations totaling nearly 1.2 million square feet
     filling previously empty anchor locations.  This activity
     includes new Nordstrom's at St. Louis Galleria (St. Louis,
     MO) and Christiana Mall (Newark, DE), a new Kohl's at
     Coronado Center (Albuquerque, NM) and new Target stores at
     Christiana Mall (Newark, DE) and Valley Plaza Mall
     (Bakersfield, CA)

   * Ala Moana Center (Honolulu, HI) -- Ala Moana Center remains
     the premier shopping destination in Hawaii, which was
     reinforced by two high-profile "firsts" in the first
     quarter of 2010.  The first Diane von Furstenberg and the
     first Tory Burch stores in Hawaii were both approved in the
     quarter and are expected to open later this year.

   * The Mall in Columbia (Columbia, MD) -- Following one of the
     most extensive community processes ever conducted, the
     County Council in Howard County, Md. approved a 30-year
     master plan for downtown Columbia.  This long-term plan is
     expected to add 5,500 households, 4.3 million square feet
     of office space and 1.25 million square feet of retail
     space to this innovative project.

   * Park Meadows (Lone Tree, CO) -- American Girl opened its
     eighth store in the nation at the Park Meadows property, a
     highly anticipated event that attracted approximately 1,800
     shoppers by 9:00 AM.  In addition, Microsoft closed on a
     lease for an 8,748 square-foot space with a projected
     opening date of June 1, a new first-to-market store for
     Park Meadows.

   * Water Tower Place (Chicago, IL) -- In an innovative new
     agreement, Broadway in Chicago (BIC) leased 10,000 square
     feet of outparcel space in March 2010, with an opening
     planned in September.  BIC is responsible for bringing some
     of Broadway's hottest shows to Chicago, including Wicked,
     Mary Poppins, The Producers and Billy Elliott.  Broadway in
     Chicago at Water Tower further solidifies Water Tower's
     standing as the ultimate Michigan Avenue destination.  In
     addition, Ed Debevic's, a Chicago institution for both
     locals and tourists, will open in November on Water Tower's
     mezzanine level.

In addition, in January 2010, Aliansce Shopping Centers S.A.
("Aliansce") completed an initial public offering of Aliansce's
common shares on the Brazilian Stock Exchange, or BM&FBovespa.
GGP did not sell any of its Aliansce shares in the offering and
now has approximately a 31.4% ownership interest in Aliansce,
which develops, owns and manages shopping centers in Brazil.

                       Segment Results

Retail and Other Segment

NOI in this segment decreased to $586.3 million for the first
quarter of 2010 from the $605.9 million reported for the first
quarter of 2009.  Excluding the items detailed in the attached
schedule of significant items that impact comparability,
Comparable NOI for the first quarter of 2010 declined 3.0% year
over year.  NOI was primarily impacted by reduced revenue and
occupancy as a result of the Company's bankruptcy and the economic
recession in 2009 when many of our newer leases were signed.

Revenues from consolidated properties declined $20.8 million, or
approximately 2.8%, for the first quarter of 2010 to
$734.2 million, primarily due to declines in minimum rents and
tenant recoveries as a result of declines in occupancy rates and
in specialty leasing occupancy and sales volumes.  Operating
expenses for consolidated properties decreased slightly overall,
driven by continuing improvements in controllable expenses,
partially offset by expenses in the first quarter related to
unusual weather events and other one-time costs.

Revenues from unconsolidated properties at the Company's ownership
share were $151.1 million for the first quarter of 2010, roughly
comparable to the $152.1 million in the first quarter of 2009,
reflecting continued steady performance.

Comparable tenant sales, on a trailing 12 month basis, decreased
3.5% compared to the same period last year.  However, on a
quarterly basis, comparable tenant sales rose a healthy 7.5%
year-over-year, with momentum picking up over the course of the
quarter.  January 2010 comparable sales increased 2.5% year-over-
year, with February and March showing accelerating increases of
6.0% and 10.0%, respectively.

Retail leasing activity increased significantly in the first
quarter of 2010, with total in-line and outparcel tenant leasing
deals covering 1.36 million square feet signed, an increase of 21%
over the same period of last year.  Within total deals, the number
of new lease deals grew 84%, representing new deal square footage
of approximately 284 thousand square feet.  Although rents remain
below 2007 peak levels, they have stabilized.  As sales continue
their upward trend, the Company expects lease rates to reflect
those increases over time.

Retail Center occupancy decreased to 90.5% at March 31, 2010, from
90.9% at March 31, 2009, as current occupancy is a sign of, in
part, the 2009 economic recession and, accordingly, does not yet
reflect the current year increased retail leasing activity
described immediately above.

                 Master Planned Communities Segment

GGP's premier master planned community segment includes The
Woodlands and Bridgeland, both in the Houston metropolitan area,
Summerlin in Las Vegas and Columbia and Emerson in Maryland.

Land sale revenues for the first quarter of 2010 were $5.1 million
for consolidated properties and $12.6 million for unconsolidated
properties, compared to $9.0 million and $5.1 million,
respectively, for the first quarter of 2009.  Decreases in land
sale revenues for the consolidated communities, particularly
Summerlin, reflect continued weak overall demand for individual
lots.  These decreases were partially offset by sales of lots in
the Houston communities, which improved compared to 2009.

NOI from the Master Planned Communities segment for the first
quarter of 2010 was a loss of $5.1 million for consolidated
properties and earnings of $2.7 million for unconsolidated
properties, compared to a loss of $54.4 million and earnings of
$0.3 million, respectively, in the first quarter of 2009.  The
2009 amount for the consolidated properties includes a provision
for impairment of $52.8 million recorded at the Fairwood
(Maryland) community to reflect an agreement to sell substantially
all of the remaining acreage at the community in a single bulk
transaction, which closed in the second quarter of 2009.
Individual lot sales in 2010 for the consolidated communities did
not exceed selling and community-specific general and
administrative costs, which are largely fixed.

                            *     *     *

GGP notified the U.S. Securities and Exchange Commission on
May 11, 2010, the company's late filing of its quarterly report on
Form 10-Q for the quarter ended March 31, 2010.

GGP Senior Vice President and Chief Financial Officer Edmund Hoyt
discloses that GGP was required to file the Quarterly Report on
Form 10-Q on or before May 10, 2010.  However, the Quarterly
Report on Form 10-Q has not been completed because the company
encountered an unanticipated need for additional time to finalize
its financial statements for the quarter, he explains.  GGP
intends to complete and file its Quarterly Report on Form 10-Q on
or before May 17, 2010, he informs the SEC.

In addition, GGP's operating loss for the three months ended
March 31, 2009, was $95.4 million, and GGP's operating income for
the three months ended March 31, 2010 is $270.9 million.  The
primary reason for the increase in GGP's operating income is due
to the decrease in the aggregate provisions for impairment, which
were $331.1 million in the first quarter of 2009 as compared to
$11.4 million in three months ended March 31, 2010, Mr. Hoyt
relates.

                  General Growth Properties, Inc.
                  Consolidated Statements of Income
                  Three Months Ended March 31, 2010

Revenues:
Minimum rents                                   $492,758,000
Tenant recoveries                                214,251,000
Overage rents                                     10,346,000
Land sales                                         5,070,000
Management and other fees                         18,086,000
Other                                             20,726,000
                                              ---------------
Total revenues                                   761,237,000
                                              ---------------

Expenses:
Real estate taxes                                 72,095,000
Property maintenance costs                        35,844,000
Marketing                                          7,081,000
Other property operating costs                   127,071,000
Land sales operations                             10,167,000
Provision for doubtful accounts                    6,327,000
Property management and other costs               35,432,000
General and administrative                         7,638,000
Strategic initiatives                                      -
Provisions for impairment                         11,350,000
Depreciation and amortization                    177,302,000
                                              ---------------
Total expenses                                   490,307,000
                                              ---------------
Operating income (loss)                           270,930,000

Interest income                                       676,000
Interest expense                                 (335,278,000)
                                              ---------------
Loss before income taxes, noncontrolling
interests and equity in income of
Unconsolidated Real Estate Affiliates            (63,672,000)
Benefit from (provision for) income taxes          (3,650,000)
Equity in income of Unconsolidated Real Estate
Affiliates                                        61,068,000
Reorganization items                               89,412,000
                                              ---------------
Income (loss) from continuing operations           83,158,000
Discontinued operations - loss on dispositions              -
                                              ---------------
Net (loss) income                                  83,158,000
Allocation to noncontrolling interests             (4,800,000)
                                              ---------------
Net (loss) income attributable to controlling
interests                                        $78,358,000
                                              ===============

                       About General Growth

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

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

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


GENERAL MOTORS: Old GM Says Claims Reduced by $120 Billion
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Old General Motors
Corp., now formally named Motors Liquidation Co., is asking for a
third extension of the exclusive right to propose a Chapter 11
plan.  The Court will consider the request for an extension until
Sept. 27 at a hearing on May 27.

According to the report, Old GM said that claims and assets still
must be analyzed before a Chapter 11 plan can be fully negotiated.
It says it has already reduced filed claims by $120 billion.

Originally, 70,000 claims were filed for $274 billion.  Old GM
said it's already held discussions on a plan with the official
committee representing asbestos claimants and with the
representative for so-called future asbestos claimants.

                       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)


GTC BIOTHERAPEUTICS: Posts $7.7 Million Net Loss in Q1 2010
-----------------------------------------------------------
GTC Biotherapeutics, Inc., filed its quarterly report on Form 10-
Q, showing a net loss of $7.7 million on $346,000 of revenue for
the three months ended April 4, 2010, compared with a net loss of
$10.4 million on $198,000 of revenue for the same period ended
March 29, 2009.

The Company's balance sheet as of April 4, 2010, showed
$27.0 million in assets and $54.1 million of liabilities, for a
stockholders' deficit of $27.1 million.

Cash at April 3, 2010 totaled $4.9 million, a $1.1 million
increase compared to $3.8 million at January 3, 2010.  In
February 2010, GTC obtained $7 million of new funding from its
collaboration partner LFB Biotechnologies.  The secured note has a
36-month term and accrues interest at a rate of 4%, with a single
payment of principal and interest at maturity.

As reported in the Troubled Company Reporter on March 15, 2010,
PricewaterhouseCoopers LLP, in Boston, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations and limited available funds as of January 3, 2010.

"We have incurred losses from operations and negative operating
cash flow since inception and have an accumulated deficit of
approximately $337 million at April 4, 2010.  We also have
negative working capital of $13.1 million as of April 4, 2010.
Based on our cash balance as of April 4, 2010, as well as
potential cash receipts from existing programs, we believe our
capital resources will be sufficient to fund operations to the end
of the second quarter of 2010.  Our recurring losses from
operations and limited funds raise substantial doubt about our
ability to continue as a going concern."

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

               http://researcharchives.com/t/s?623a

Based in Framingham, Massachusetts, GTC Biotherapeutics, Inc.
(OTC BB: GTCB) -- http://www.gtc-bio.com/-- develops, supplies
and commercializes therapeutic proteins produced through
transgenic animal technology.  ATryn(R), GTC's recombinant human
antithrombin, has been approved for use in the United States and
Europe.  ATryn(R) is the first and only therapeutic product
produced in transgenic animals to be approved anywhere in the
world.

In addition to ATryn(R), GTC is developing a portfolio of
recombinant human plasma proteins with known therapeutic
properties.  These proteins include recombinant forms of human
coagulation factors VIIa and IX, which are being developed for the
treatment of patients with hemophilia, and recombinant alpha-
fetoprotein, which is being developed for the treatment of
myasthenia gravis and multiple sclerosis.


GULFSTREAM CRANE: Hearing on Continued Cash Use Set for June 10
---------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
southern District of Florida authorized Gulfstream Crane,
LLC, to access the cash collateral.

A hearing on the Debtor's continued use of the cash collateral
will be held on June 10, 2010, at 9:30 a.m.

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

The lenders consented to the Debtor's access to the cash
collateral, provided that:

   -- it will not use, sell, or expend, directly or indirectly,
      the cash collateral of Bank Midwest or any other lender who
      may claim an interest in cash collateral, except upon the
      terms and conditions set in the final order;

   -- the use of cash collateral will be for the funding of
      ordinary and necessary expenses, subject to a 10% variance,
      well as to pay any fees to the Office of the U.S. Trustee;

   -- no payments will be made to any members of the Debtor or any
      professional employed by the Debtor;

   -- it will not make any prepayments on any expense except in
      the ordinary course of its business;

   -- during the use period, the Debtor will furnish to any of the
      lenders who requests a copy in writing with a line item
      description of any variances;

   -- each lender is granted continuing liens and security
      interests in all property of the Debtor with the same
      validity and priority as existed prior to the petition date;
      and

   -- the cash collateral use will terminate on the occurrence of
      an event of default or a termination event.

                    About Gulfstream Crane, LLC

Pompano Beach, Florida-based Gulfstream Crane, LLC -- dba General
Crane -- is engaged primarily in the business of supplying and
renting crane, hoist and rigging equipment.  The Company operates
and maintains facilities in Florida, Georgia and Texas.

The Company filed for Chapter 11 bankruptcy protection on
December 8, 2009 (Bankr. S.D. Fla. Case No. 09-37091).  Michael D.
Seese, Esq., who has an office in Fort Lauderdale, Florida,
assists the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


HANMI FINANCIAL: Incurs $49.5 Million Net Loss in Q1 2010
---------------------------------------------------------
Hanmi Financial Corp. filed its quarterly report on Form 10-Q,
showing a net loss of $49.5 million on net interest income (before
provision for credit losses) of $27.3 million for the three months
ended March 31, 2009, compared with a net loss of $17.2 million on
$23.1 million of net interest income (before provision for credit
losses) for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$3.018 billion in assets, $2.917 billion of liabilities, and
$101.0 million of stockholders equity.

As reported in the Troubled Company Reporter on March 17, 2010,
KPMG LLP, in Los Angeles, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted the Company and its wholly-owned subsidiary Hanmi
Bank, are currently operating under a formal supervisory agreement
with the Federal Reserve Bank of San Francisco and the California
Department of Financial Institutions, which restricts certain
operations of the Company and requires the Company to, among other
things, increase contributed equity capital at Hanmi Bank by
$100 million by July 31, 2010, and achieve specified capital
ratios by July 31, 2010, and December 31, 2010.

The Company has also committed to the FRB to adopt a consolidated
capital plan to augment and maintain a sufficient capital
position.

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

               http://researcharchives.com/t/s?6248

Los Angeles-based Hanmi Financial Corp. is the holding company for
Hanmi Bank, a state chartered bank with headquarters located at
3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.  The
Bank is a community bank conducting general business banking, with
its primary market encompassing the Korean-American community as
well as other communities in the multi-ethnic populations of Los
Angeles County, Orange County, San Bernardino County, San Diego
County, the San Francisco Bay area, and the Silicon Valley area in
Santa Clara County.  At December 31, 2009, the Bank maintained a
branch network of 27 full-service branch offices in California and
two loan production offices in Virginia and Washington.

The Company's other subsidiaries are Chun-Ha Insurance Services,
Inc. and All World Insurance Services, Inc., which were acquired
in January 2007.  Chun-Ha and All World are insurance agencies
that offer a complete line of insurance products, including life,
commercial, automobile, health, and property and casualty.


IMPERIAL CAPITAL: Court Schedules June 14 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the  Southern District of California
has established June 14, 2010, as the last day for any individual
or entity to file proofs of claim against Imperial Capital
Bancorp, Inc.

The Court also set June 16, 2010, as the governmental bar date.

Proofs of claim or proofs of interest may be mailed or may be
delivered by messenger or overnight courier, to these addresses:

    1. U.S. Bankruptcy Court
       325 West F Street
       San Diego, CA 92101

    2. Stutman, Treister & Glatt Professional Corporation
       Attn: Gregory K. Jones
       1901 Avenue of the Stars, 12th Floor
       Los Angeles, CA 90067-6013
       Tel: (310) 228-5600
       Fax: (310) 228-5788

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr.
S.D. Calif. Case No. 09-19431).  Gregory K. Jones, Esq., at
Stutman, Treister & Glatt, P.C., assists 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.


IMPERIAL CAPITAL: Has Until June 18 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the  Southern District of California
extended Imperial Capital Bancorp, Inc.'s exclusive periods to
file and solicit acceptances for the proposed Chapter 11 Plan
until June 18, 2010, and August 15, 2010.

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr.
S.D. Calif. Case No. 09-19431).  Gregory K. Jones, Esq., at
Stutman, Treister & Glatt, P.C., assists 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.


INN AT MISSOURI: Wants Receiver to Turn Over Assets
---------------------------------------------------
Inn at Missouri Research Park, LLLP, has asked for authorization
from the U.S. Bankruptcy Court for the Eastern District of
Missouri to for receiver Hospitality Management Associates, L.L.C.
(HMA) to turn over the Debtor's Hotel owned by Debtor at 32
Research Park Circle in Weldon Springs, Missouri, and provide the
necessary accounting of its custodianship to the Debtor.

On or about February 7, 2007, at the insistence of Debtor's lender
Premier Bank, the Debtor entered into a management contract with
HMA for HMA to manage the Property.

By letter dated March 25, 2010, Mr. Harold Whitfield, the Vice
President of Debtor, sent a letter to HMA attempting to terminate
the contract if HMA did not cure certain deficiencies in HMA's
performance under the contract within 30 days of the date of that
letter.  The Debtor's grounds for attempting to send the 30 day
termination letter called for under the contract included; (1)
failure to provide financial reports as called for by the
contract; (2) failure to provide a full time on site manager for
the Property despite payment of David Shockley for such services
out of the revenues of the Debtor's hotel; (3) failure to pay
insurance premiums, taxes and reservation fees; and (4) failure to
provide receipts when requested for questionable disbursements by
HMA.

On April 15, 2010 a representative of HMA named Huck Oberlin
advised the Debtor that HMA agreed to terminate the Contract per
the Debtor's request and returned certain documents to the Debtor.

On April 16, 2010, counsel for Premier, Scot J. Seabaugh, sent a
letter to Mr. Whitfield alleging that, due to a prior assignment
and subordination of the Contract to Premier requiring Premier's
written permission to terminate the Contract, the Termination
Letter was void and of no effect.  Mr. Seabaugh demanded that
Whitfield rescind the Termination Letter.

On April 20, 2010 Whitfield had discussions with a representative
of Premier about the Debtor's loan and the Termination Letter.

On April 21, 2010, without notice of any kind to Debtor, on an ex
parte basis, Premier obtained an order from Judge Jon Cunningham
of the St. Charles County Circuit Court appointing HMA as receiver
of all of Debtor's assets.  Premier promptly froze Debtor's bank
account containing approximately $40,000, and HMA is currently in
possession of all of Debtor's property.

On May 4, 2010, the Debtor's counsel provided written notice to
HMA by facsimile of the filing of this bankruptcy proceeding and
demanded that HMA immediately cease making any disbursements or
take any action in the administration of any of Debtor's property,
that HMA turn over all of Debtor's property in its possession to
Debtor, and that HMA provide the Debtor with an accounting of any
property or proceeds, product, offspring, rents or profits of such
property, that at any time came into the possession, custody or
control of HMA.

                About Inn at Missouri Research Park

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.


INNATECH LLC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Innatech, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,057,345
  B. Personal Property            $4,590,830*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,295,948
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $800,093
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $84,716,684
                                 -----------      -----------
        TOTAL                     $8,648,175      $97,812,725

* Amount does not include certain personal property listed on
attachments to Schedule B.

                          About Innatech

Headquartered in Rochester, Michigan, Innatech LLC, dba Dynamic,
manufactures and designs "highly-engineered injection molded
components and assemblies."  Innatech's are sold to Tier I and
Tier II automotive suppliers and to customers in the packaging,
office furniture, appliances, household goods, toys, and personal
care markets.  Innatech employs almost 150 people at three
facilities located in Michigan, Indiana and Ohio.

The Company filed for Chapter 11 bankruptcy protection on
March 23, 2010 (Bankr. E.D. Mich. Case No. 10-49380).  Robert D.
Gordon, Esq., who has an office in Birmingham, Michigan, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


IRVINE SENSORS: Reports $3,419,600 Net Loss for March 29 Quarter
----------------------------------------------------------------
Irvine Sensors Corporation reported a net loss attributable to the
Company of $3,419,600 for the 13 weeks ended March 28, 2010, from
net income attributable to the Company of $5,128,000 for the 13
weeks ended March 29, 2009.  Irvine Sensors reported a net loss
attributable to the Company of $5,136,300 for the 26 weeks ended
March 28, 2010, from net income attributable to the Company of
$3,013,900 for the 26 weeks ended March 29, 2009.

Irvine Sensors said total revenues were $2,721,400 for the 13
weeks ended March 28, 2010, from $2,841,200 for the 13 weeks ended
March 29, 2009.  Irvine Sensors said total revenues were
$5,931,600 for the 26 weeks ended March 28, 2010, from $5,584,700
for the 26 weeks ended March 29, 2009.

At March 28, 2010, the Company had total assets of $6,184,700
against total liabilities of $13,111,400, and non-controlling
interest of $324,400, resulting in stockholders' deficit of
$6,926,700.

In its March 2010 Form 10-Q Report, the Company noted that it
generated significant net losses in fiscal years prior to fiscal
2009.  In fiscal 2009, the Company generated net income of
$914,800, but this was primarily attributable to the approximately
$8.6 million of aggregate non-recurring gains realized by the
Company's sale of patent assets and substantial gains on the
elimination of consolidated debt and reduction in pension
liability.  In the first half of fiscal 2010, the 26-week period
ended March 28, 2010, the Company had a net loss of $5,136,300.

Management believes that the Company's losses in recent years have
primarily resulted from a combination of insufficient contract
research and development revenue to support the Company's skilled
and diverse technical staff believed to be necessary to support
monetization of the Company's technologies, amplified by the
effects of discretionary investments to productize a variety of
those technologies.  The Company has not yet been successful in
most of these product activities, nor has it been able to raise
sufficient capital to fund the future development of many of these
technologies.  Accordingly, the Company has sharply curtailed the
breadth of its product investments, and instead has focused on the
potential growth of its chip stacking business, various
miniaturized camera products and a system application
incorporating such camera products.  In addition, the initial
acquisition of Optex in December 2005 and the ultimate
discontinuation of Optex's operations in October 2008 pursuant to
the Optex Asset Sale contributed to increases in the Company's
consolidated accumulated deficit, largely due to inadequate gross
margins on Optex's products and the related litigation, as well as
insufficient capital resources.

As of March 28, 2010, the Company also had negative working
capital and stockholders' deficit of approximately $6.4 million
and $6.9 million, respectively.  As of March 28, 2010, the Company
also had a litigation judgment pending, for which the Company has
recorded expected expenses of $1.2 million.

Management is focused on managing costs in line with estimated
total revenues for fiscal 2010 and beyond, including contingencies
for cost reductions if projected revenues are not fully realized.
However, there can be no assurance that anticipated revenues will
be realized or that the Company will be able to successfully
implement its plans.  Accordingly, the Company anticipates that it
will need to raise additional funds to meet its continuing
obligations and may incur additional losses in the future.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?625e

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.


LAS VEGAS MONORAIL: Court Extends Claims Bar Date for 45 Days
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved the
stipulation entered with Wells Fargo Bank, N.A., in its capacity
as indenture trustee, extending the May 19, 2010, bar date for an
additional 45 days.

The extension will allow the trustee or successor trustee for
holders of 3rd Tier Bonds to file a proof of claim for and on
behalf of holders of the 3rd Tier Bonds.

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.


LIQUIDATION OUTLET: Taps Brian L. Budsberg as Bankr. Counsel
------------------------------------------------------------
Liquidation Outlet, Inc., asks the U.S. Bankruptcy Court for the
Western District of Washington for permission to employ Brian L.
Budsberg, PLLC as counsel.

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

The firm received $55,210 representing the hourly rate and the
time incurred for legal work performed prepetition.  Budsberg
currently holds no retainer in the trust account.  The Debtor was
advised by Budsberg that all fees, sales, and employment of
professionals must be completed pursuant to order of the Court.

The hourly rates of Budsberg's personnel are:

     Brian L. Budsberg, Esq.          $325
     Benjamin J. Riley                $225
     Paralegals                       $125

To the best of the Debtor's 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:

     Brian L. Budsberg, Esq.
     Brian L. Budsberg, P.L.L.C.
     P.O. Box 1489
     Olympia, WA 98507-1489
     Tel: (360) 584-9093
     Fax: (360) 252-8333

The Debtor proposes a hearing on the employment of its counsel on
June 1, 2010, at 9:00 a.m.  The hearing will be held at Room H,
1717 Pacific Avenue, Tacoma, Washington.  Objections, if any, are
due on May 25, 2010.

                  About Liquidation Outlet, Inc.

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


LIQUIDATION OUTLET: U.S. Trustee Forms 3-Member Creditors Panel
---------------------------------------------------------------
Robert D. Miller Jr., Acting U.S. Trustee for Region 18, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 case of Liquidation Outlet, Inc.

The Creditors Committee members are:

1. Stan Sved
   Betty Inc.
   1801 Swanson Street
   Philadelphia, PA 19148

2. Michael J. Johnson, chairperson
   Inside Sales Manager
   Poly Bag LLC
   4301 S Tacoma Way
   Tacoma, WA 98409
   Tel: (253) 473-4660

3. John Falle, president
   E.H. Greetings, Inc.
   P.O. Box 33029
   950 Franklin Blvd.
   Cambridge, ON N1R 8R8
   Canada

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.

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


LIQUIDATION OUTLET: Can Obtain $2MM DIP Loan from LOI Capital
-------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington authorized, on a final basis,
Liquidation Outlet, Inc., to obtain credit and incur debt up to
the aggregate committed amount of $2,000,000 secured by priming
first priority perfected liens on property of the Debtor's estate
and with superpriority administrative expense claim from LOI
Capital, LLC.

As of April 8, 2010, the aggregate amount of all loans and other
obligations in respect of the US Bank Loan Agreement equaled
$599,533, and, as of the petition date, the aggregate amount of
all loans and other obligations in respect of the LOI Loan
Agreement equaled $150,000, in each case plus all costs, expenses,
fees.

The Debtor will use the financing to continue operations and to
administer and preserve the value of its estate.

The Debtor was unable to obtain unsecured credit and secured
credit, on more favorable terms and conditions than those provided
in the DIP Credit Agreement.

                  About Liquidation Outlet, Inc.

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


LIQUIDATION OUTLET: Court OKs Sale of All Assets to Hilco Merchant
------------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington authorized Liquidation Outlet,
Inc., to sell substantially all of its assets to its secured
creditor, Hilco Merchant Resources, LLC.

The Debtor is also authorized to close certain store locations in
connection with the sale.

Upon the closing, and payment of the initial cash payment, the
purchaser will take title to and possession of the acquired assets
free and clear of all liens, claims and interests.

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


LPATH INC: Reports $659,471 Net Income for March 31 Quarter
-----------------------------------------------------------
Lpath, Inc., reported net income of $659,471 for the three months
ended March 31, 2010, from net income of $565,994 for the same
period in 2009.  Total revenues -- consisting of grant and royalty
revenue, and research and development revenue under collaborative
agreement -- were $4,077,178 for the 2010 first quarter from
$2,678,765 for the 2009 first quarter.

At March 31, 2010, Lpath had total assets of $8,695,299 against
total current liabilities of $2,040,132 and warrants of
$1,893,776, resulting in stockholders' equity of $2,755,167.

In its March 2010 Form 10-Q report, the Company said that in the
year ended December 31, 2009, Lpath utilized cash in operating
activities of $1,054,786.  During 2010, the Company expects to
continue to incur cash losses from operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

While the Company had cash totaling $6,830,565 as of March 31,
2010, the cost of its ongoing drug discovery and development
efforts, including general and administrative expenses, are
expected to consume between $6 million and $9 million during the
remainder of 2010.  The Company believes that its existing cash
together with expected funding from NIH Grants and the remaining
amount due under the Merck Agreement during the second quarter of
2010 will be sufficient to meet its projected operating
requirements at least through December 2010.  The collaboration
with Merck terminated effective April 24, 2010. As a result, the
Company will need to seek additional sources of capital to finance
its research and development activities in 2011.

The Company expects to continue to incur cash losses from
operations during 2010.  In the event the Company needs to raise
additional capital, it would:

     1. Pursue additional fund raising activities from both
        existing and potential new investors.

     2. Explore cash generating opportunities from strategic
        alliances, including licensing portions of its technology
        or entering into corporate partnerships or collaborations.
        In such transactions, Lpath could transfer certain rights
        to one or more of its drug discovery or development
        programs, or to specific indications within those programs
        and receive infusions of cash in the short-term, and
        potentially in the long-term as well.

     3. Continue to seek additional research grants from the
        National Institutes of Health or other sources.

The Company said "future financings through equity investments may
be dilutive to existing stockholders.  Also, the terms of
securities we may issue in future capital transactions may be more
favorable for our new investors.  If we raise additional funds
through collaboration and licensing arrangements, we may be
required to relinquish potentially valuable rights to our product
candidates or proprietary technologies, or grant licenses on terms
that are not favorable to us.  There can be no assurance that
additional funds will be available when needed from any source or,
if available, will be available on terms that are acceptable to
us. If we are unable to raise funds to satisfy our capital needs
on a timely basis, we may be required to curtail our operations
and current business plans."

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?6250

In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP,
in San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had incurred significant cash
losses from operations since inception and expects to continue to
incur cash losses from operations in 2010 and beyond.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.


LPATH INC: Annual Stockholders' Meeting Set for June 30
-------------------------------------------------------
The annual meeting of stockholders of Lpath, Inc. will be held at
the offices of Lpath, Inc., 6335 Ferris Square, Suite A, San
Diego, California, on June 30, 2010 at 9:00 a.m. Pacific Daylight
Time, for these purposes:

     1. To elect five directors to hold office until their
        respective successors are elected and qualified or their
        earlier resignation, death, or removal;

     2. To consider an amendment to our Articles of Incorporation
        to increase the number of authorized shares of Class A
        common stock from 100 million to 200 million;

     3. To ratify the appointment of Moss Adams LLP as the
        Company's independent registered public accounting firm
        for the fiscal year ending December 31, 2010; and

     4. To transact such other business as may properly be brought
        before the meeting or any adjournment or postponement
        thereof.

The Company's Board of Directors recommends a vote FOR each of the
director nominees, FOR the amendment to the Articles of
Incorporation and FOR the ratification of the appointment of Moss
Adams.

Stockholders of record at the close of business on April 30, 2010
are entitled to notice of, and to vote on, all matters at the
meeting and any reconvened meeting following any adjournments or
postponements thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6251

                            About Lpath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

At March 31, 2010, Lpath had total assets of $8,695,299 against
total current liabilities of $2,040,132 and warrants of
$1,893,776, resulting in stockholders' equity of $2,755,167.

In its March 2010 Form 10-Q report, the Company said that in the
year ended December 31, 2009, Lpath utilized cash in operating
activities of $1,054,786.  During 2010, the Company expects to
continue to incur cash losses from operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP,
in San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had incurred significant cash
losses from operations since inception and expects to continue to
incur cash losses from operations in 2010 and beyond.


LPATH INC: Registers 68 Million Shares for Resale
-------------------------------------------------
Lpath Inc. has filed with the Securities and Exchange Commission
three Post-Effective Amendment No. 4s to Form S-1 Registration
Statement under the Securities Act of 1933.  The Company seeks to
delay the effective date of the registration statements.

The prospectuses are:

     -- One prospectus relates to the resale by certain selling
        security holders of Lpath, Inc. of up to 31,545,539 shares
        of the Company's Class A common stock in connection with
        the resale of:

        * up to 25,459,514 shares of the Class A common stock
          which were issued in connection with a merger
          transaction and private placements; and

        * up to 6,086,025 shares of the Class A common stock which
          may be issued upon exercise of certain warrants issued
          in connection with a merger transaction and private
          placements (of which 2,348,121 shares of Class A common
          stock have already been issued upon the exercise of such
          warrants).

        See http://ResearchArchives.com/t/s?6252

     -- One prospectus relates to the resale by certain selling
        security holders of Lpath, Inc. of up to 25,729,669 shares
        of Class A common stock in connection with the resale of:

        * up to 17,733,737 shares of Class A common stock which
          were issued in connection with a private placement that
          closed in April and June 2007; and

        * up to 7,995,932 shares of Class A common stock which may
          be issued upon exercise of certain warrants issued in
          connection with a private placement that closed in April
          and June 2007 (including warrants issued to the
          Company's placement agents in such offering).

        See http://ResearchArchives.com/t/s?6253

     -- The prospectus relates to the resale by certain selling
        security holders of Lpath, Inc. of up to 9,030,487 shares
        of Class A common stock in connection with the resale of:

        * up to 7,090,999 shares of Class A common stock which
          were issued in connection with a private placement that
          closed on August 12 and 18, 2008; and

        * up to 1,939,488 shares of Class A common stock which may
          be issued upon exercise of certain warrants issued in
          connection with a private placement that closed in
          August 2008 (including warrants issued to the Company's
          placement agents in such offering).

       See http://ResearchArchives.com/t/s?6254

                            About Lpath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

At March 31, 2010, Lpath had total assets of $8,695,299 against
total current liabilities of $2,040,132 and warrants of
$1,893,776, resulting in stockholders' equity of $2,755,167.

In its March 2010 Form 10-Q report, the Company said that in the
year ended December 31, 2009, Lpath utilized cash in operating
activities of $1,054,786.  During 2010, the Company expects to
continue to incur cash losses from operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

In the Company's 2009 Annual Report on Form 10-K, Moss Adams LLP,
in San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had incurred significant cash
losses from operations since inception and expects to continue to
incur cash losses from operations in 2010 and beyond.


LPL HOLDINGS: S&P Changes Outlook to Positive & Affirms B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on LPL
Holdings Inc. to positive from stable, while affirming the
ratings, including the 'B+' counterparty credit rating.

"The ratings on LPL reflect its solid independent-adviser
franchise and a retrenchment from its previous acquisitive
strategy and aggressive financial profile," said Standard & Poor's
credit analyst Robert B. Hoban, Jr. "But because it is a regulated
brokerage firm, LPL's negative consolidated tangible equity is a
limiting factor on the rating."

The lack of tangible equity is a significant negative for the
rating because LPL is a regulated brokerage firm that must meet
regulatory capital requirements and support other brokerage-
related operational risks and costs.

LPL continues to carry a heavy debt burden as a result of its 2005
leveraged buyout. Modest debt reduction and growth in operating
cash flow has gradually improved the firm's debt leverage and
interest coverage over the past two years. Nonetheless, through
March 2010, the company's gross debt-to-trailing 12 months'
adjusted EBITDA of 3.6x and interest coverage of 3.97x remain weak
and still within the range for a 'B' category rating.

"We view positively the company's recent announcement that it
seeks to reorganize its debt structure in an effort to stagger
debt maturities and reduce funding costs. We believe that if this
goes as projected it would contribute to debt metrics moving into
the 'BB' category over the near-to-medium term."

"The positive outlook reflects our expectation that LPL will
maintain its competitive position and adequate liquidity, and
complete its debt reorganization as planned. We also believe the
company will continue to develop its infrastructure, particularly
the risk management function."


MEDICAL STAFFING: Posts $6.5 Million Net Loss in Q1 2010
--------------------------------------------------------
Medical Staffing Network Holdings, Inc. filed its quarterly report
on Form 10-Q, showing a net loss of $6.5 million on $72.0 million
of revenue for the three months ended March 28, 2010, compared
with a net loss of $3.7 million on $$98.6 million of revenue for
the three months ended March 29, 2009.

The Company's balance sheet as of March 28, 2010, showed
$87.7 million in assets and $140.8 million of debts, for a
stockholders' deficit of $53.1 million.

As reported in the Troubled Company Reporter on March 29, 2010,
Ernst & Young LLP, in West Palm Beach, Fla., in its report on the
Company's financial statements for the year ended December 27,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring operating losses and working capital
deficiency.

"The Company is not in compliance with certain financial covenants
as of March 28, 2010, relative to its Amended Credit Agreements.
This caused a default which allows the lenders to demand immediate
repayment of the outstanding balances.  Management is in
communication with the Company's lenders to restructure the debt,
as the Company does not expect to regain compliance with the
covenants contained in its debt agreement as currently in effect.
The Company will require additional financing or revisions to the
current financing agreement in order to continue as a going
concern.  There can be no assurance that the Company will be able
to obtain the requisite additional financing or modify the
existing debt agreement to satisfactory terms on a timely basis."

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

               http://researcharchives.com/t/s?6249

Boca Raton, Fla.-based Medical Staffing Network Holdings, Inc.
(OTC QX: MSNW) is one of of the largest diversified healthcare
staffing companies in the United States.  The Company provides per
diem nurse staffing services and travel, allied health and vendor
managed services.


MIDWEST BANC: March 31 Balance Sheet Upside-Down by $49.5 Million
-----------------------------------------------------------------
Midwest Banc Holdings, Inc. filed its quarterly report on Form
10-Q, showing a net loss of $107.9 million on $14.5 million of net
interest income for the three months ended March 31, 2010,
compared with a net loss of $5.3 million on $21.1 million of net
interest income for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$3.182 billion in assets and $3.232 billion of liabilities, for a
stockholders' deficit of $49.5 million.

As reported in the Troubled Company Reporter on April 6, 2010,
PricewaterhouseCoopers LLP, in Chicago, expressed substantial
doubt about the Company's ability to continue as a going concern.

"The Company incurred net losses of $107.9 million for the three
months ended March 31, 2010, and $242.7 million for the year ended
December 31, 2009.  The losses are primarily due to provisions for
credit losses, goodwill impairment charges, and tax charges
related to a valuation allowance on deferred tax assets.  Due to
the resulting deterioration in capital levels of the Company and
the Bank, combined with (i) the uncertainty as to the Company's
ability to raise sufficient amounts of new equity capital, (ii)
recent regulatory actions with respect to the Company and the
Bank, and (iii) the Company's inability to repay amounts owed
under its loan agreements with its primary lender if the primary
lender were to declare the amounts outstanding thereunder
immediately due and payable, there is substantial doubt about the
Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?6239

Midwest Banc Holdings, Inc. , is a community-based bank holding
company headquartered in Melrose Park, Illinois.  Through its
wholly owned subsidiaries, the Company provides a wide range of
services, including traditional banking services, personal and
corporate trust services, and insurance brokerage and retail
securities brokerage services.  The Company's principal operating
subsidiary is Midwest Bank and Trust Company, an Illinois state
bank that operates 26 banking centers in the Chicago metropolitan
area.


MILESTONE SCIENTIFIC: Reports $83,922 Net Income for March 31 Qtr
-----------------------------------------------------------------
Milestone Scientific Inc. swung to net income applicable to common
stockholders of $83,922 for the three months ended March 31, 2010,
from a net loss applicable to common stockholders of $561,642 for
the same period in 2009.  Product sales, net were $2,562,578 for
the three months ended March 31, 2010, from $2,204,819 for the
2009 first quarter.

At March 31, 2010, the Company had total assets of $5,907,803
against total current liabilities of $2,407,016; and total long-
term liabilities of $577,546, resulting in stockholders' equity of
$2,923,241.

The Company said its recurring historical losses raise substantial
doubt about its ability to continue as a going concern.

In the Company's 2009 Annual Report, Holtz Rubenstein Reminick
LLP, in New York City, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations since inception.

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?624e

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.


MILESTONE SCIENTIFIC: Annual Stockholders' Meeting Set for May 26
-----------------------------------------------------------------
The Annual Meeting of Stockholders of Milestone Scientific Inc.
will be held at Brown, Rudnick, Berlack and Israels, 7 Times
Square, in New York, on May 26, 2010 at 9:00 A.M. Eastern Time for
the purpose of considering and acting upon:

     1. the election of four directors;

     2. the advisory approval of Holtz Rubenstein Reminick LLP as
        Milestone's independent auditors for the current year;
        and,

     3. Any and all related matters, and other business as may
        legally come before the meeting and any adjournments or
        postponements thereof.

The Board of Directors fixed the close of business on March 26,
2010, as the Record Date for determining the stockholders having
the right to notice of and to vote at the meeting.

At March 31, 2010, the Company had total assets of $5,907,803
against total current liabilities of $2,407,016; and total long-
term liabilities of $577,546, resulting in stockholders' equity of
$2,923,241.

The Company said its recurring historical losses raise substantial
doubt about its ability to continue as a going concern.

In the Company's 2009 Annual Report, Holtz Rubenstein Reminick
LLP, in New York City, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations since inception.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?624f

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.


MORRIS PUBLISHING: Earns $171.5 Million in Q1 2010
--------------------------------------------------
Morris Publishing Group, LLC filed its quarterly report on Form
10-Q, showing net income of $171.5 million on $59.5 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $12.6 million on $64.2 million of revenue for the same
period of 2009.   

As a result of the debt restructuring, the Company recorded pre-
tax cancellation of debt income of $164.6 million during the first
quarter of 2010.

The Company's balance sheet as of March 31, 2010, showed
$164.3 million in assets and $195.2 million of liabilities, for a
member's deficiency in assets of $30.9 million.

On February 17, 2010, the Bankruptcy Court confirmed the Company's
prepackaged plan of reorganization, enabling the Company to emerge
from bankruptcy on March 1, 2010.  The equity ownership interests
in the Company did not change as a result of the debt
restructuring.

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

               http://researcharchives.com/t/s?6241

Augusta, Ga.-based Morris Publishing Group, LLC, owns and operates
13 daily newspapers as well as non-daily newspapers, city
magazines and free community publications in the Southeast,
Midwest, Southwest and Alaska.

The Company filed for Chapter 11 bankruptcy protection on
January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134).  James T.
Wilson, Jr., Esq., who has an office in Augusta, Ga., is the
Debtor's co-counsel.  Lazard Ltd. is the Debtor's financial
advisor, while Kurtzman Carson Consultants is its claims agent.
The Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

On January 19, 2010, the Debtors filed their joint prepackaged
plan of reorganization pursuant to Chapter 11 of the Bankruptcy
Code.  The Plan was confirmed by the Bankruptcy Court on
February 17, 2010.  The Debtors emerged from bankruptcy on
March 1, 2010.


NEFF CORP: Commences Prearranged Reorganization Under Chapter 11
----------------------------------------------------------------
Neff Rental, Inc. disclosed that the company and certain of its
affiliates have commenced a prearranged reorganization under
Chapter 11 of the United States Bankruptcy Code in New York to
deleverage the Company's balance sheet and eliminate more than
$400 million of debt.  The Company has filed its prearranged
chapter 11 plan, and has obtained full commitments from its
existing revolving lenders to provide a $175 million debtor in
possession and exit financing and has secured support from other
key stakeholders, including the Company's largest first lien term
loan lenders.

The restructuring is backed by certain funds managed by Wayzata
Investment Partners and Apollo Capital Management (holding, in the
aggregate, in excess of 67% of the aggregate principal amount of
the Company's first lien term loan), who have agreed to, among
other things, vote in favor of the Company's prearranged plan,
exchange their first lien term loans for equity, and have
committed to backstop an investment of up to $119 million of new
equity to recapitalize the Company's business and provide for
future capital needs.  In addition, the Company's plan is subject
to higher and better offers that may allow for additional recovery
to the Company's creditors.

"The filing of the Company's Chapter 11 Plan culminates the
process that the Company undertook several months ago to reduce
debt and puts the Company on sound long term financial footing,"
said CEO Graham Hood.  "The restructuring will provide liquidity
for ongoing business needs and allow Neff to make significant
investments in its rental equipment fleet."

The Company's management team and employees will continue to
operate the business in the ordinary course throughout the
restructuring.  "It is business as usual while we move forward to
address our capital structure.  During this process the Company
will continue to deliver high quality equipment and services to
its customers as normal," continued Hood.  Together with cash
flows from operations, the $175 million in committed financing
provides stability and ample liquidity to fund daily operations
without interruption, including payments to vendors and to meet
all customer and employee obligations.

With its committed exit financing and strong support from its
stakeholders, the Company expects to complete its prearranged
restructuring in the near term.

In its petition, Neff Rental said estimated assets range from $100
million to $500 million, estimated liabilities range from $500
million to $1 billion.

                        About Neff Corp.

Neff Rental provides construction companies, golf course
developers, industrial plants, the oil industry, and governments
with reliable and quality equipment that is delivered on time
where it is needed.  With more than 1,000 employees operating from
branches coast to coast, Neff Rental is ranked by Rental Equipment
Register (RER) magazine as one of the nation's 10 largest
equipment rental companies.

Neff Corp. and its units, including Neff Rental Inc. filed for
Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610).

Based in Miami, Neff has assets of $299 million and debt of
$609 million, according to the disclosure statement explaining
the plan. Funded debt totals $580 million. Revenue in 2009 was
$192 million.


NEFF CORP: Receives Approval of First Day Motions
-------------------------------------------------
Neff Rental, Inc., a national, privately owned construction
equipment rental company, and certain of its affiliates have
commenced a prearranged reorganization under Chapter 11 of the
United States Bankruptcy Code to deleverage the Company's balance
sheet and eliminate more than $400 million of debt.  The Company
announced that it has received Bankruptcy Court approval of its
"first day" motions at a hearing in the United States Bankruptcy
Court for the Southern District of New York.  The Bankruptcy Court
granted interim approval for the Company's $175 million debtor-in-
possession financing and use of its cash resources.  The financing
and cash resources will provide the Company with the financial
flexibility to meet its ongoing financial obligations, including
employee wages, healthcare benefits, supplier payments, and other
operating expenses.

The Bankruptcy Court also scheduled a hearing to approve the
disclosure statement for the Debtors' plan of reorganization for
July 12, 2010, ensuring that the Company's fast track
restructuring remains on course.

The Bankruptcy Court also issued a variety of orders on either a
final or interim basis that will ensure that the Company continues
to operate uninterrupted throughout the reorganization process.
The first day motions granted by the Bankruptcy Court ensure that
the filing will not impact the Company's day-to-day operations.

"We appreciate and are pleased with the Bankruptcy Court's prompt
approval of our first day motions," said Graham Hood, the
Company's Chief Executive Officer.  The approvals will help to
ensure that the Company will be able to maintain regular
operations and satisfy its employee obligations, while meeting its
obligations to its suppliers and serving its customers as it works
to realign its capital structure and maximize stakeholder value as
expeditiously as possible.

The Company's bankruptcy case number is 10-12610 (SCC).

                        About Neff Corp.

Neff Rental provides construction companies, golf course
developers, industrial plants, the oil industry, and governments
with reliable and quality equipment that is delivered on time
where it is needed.  With more than 1,000 employees operating from
branches coast to coast, Neff Rental is ranked by Rental Equipment
Register (RER) magazine as one of the nation's 10 largest
equipment rental companies.

Neff Corp. and its units, including Neff Rental Inc. filed for
Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610).

Based in Miami, Neff has assets of $299 million and debt of
$609 million, according to the disclosure statement explaining
the plan. Funded debt totals $580 million. Revenue in 2009 was
$192 million.


NV ENERGY: Fitch Raises IDR & Sr. Unsecured Debt Rating to BB
-------------------------------------------------------------
Fitch Ratings has upgraded the ratings for NV Energy, Inc. (NVE)
and its utility operating subsidiaries Nevada Power Company d/b/a
NV Energy (NPC) and Sierra Pacific Power Company d/b/a NV Energy
(SPPC) as follows:

NVE
--Long-term Issuer Default Rating (IDR) to 'BB' from 'BB-';
--Senior unsecured debt to 'BB' from 'BB-'.

NPC
--Long-term IDR to 'BB+' from 'BB';
--Senior secured debt to 'BBB' from 'BBB-';
--Senior unsecured debt to 'BB+' from 'BB'.

SPPC
--Long-term IDR to 'BB+' from 'BB';
--Senior secured debt to 'BBB' from 'BBB-'.

The Rating Outlook is revised to Stable from Positive.

The rating actions affect more than $5.3 billion of long-term
debt.

The ratings upgrade and Stable Outlook primarily reflect the near-
completion of a multi-year plan to significantly increase company-
owned generation and a more balanced regulatory environment in
Nevada. These factors have enhanced the utilities' operating
characteristics and financial profile and set the stage for
improved financial performance in future years.

The ratings consider the companies' high debt leverage, which
Fitch expects will moderate over the next three years, and a
reduced growth capital spending budget that is limited to the
completion of the Harry Allen Generating Station and other smaller
projects included in each utility's latest Integrated Resource
Plan (IRP) filing. Recent financial performance reflects the tough
economic conditions in Nevada, a state particularly hard hit by
the collapse of the housing market and broader recession, which
has masked the benefits of the utilities' infrastructure
investments.

NVE's ratings are one notch below those of NPC and SPPC as a
result of structural subordination to the cash flows of the
utilities.

A central element of NVE's operating strategy during the past
several years has been to reduce the utilities' dependence on
purchased power through the acquisition or construction of
company-owned generation. The company has been successful in
implementing this strategy, with the utilities having added more
than 3,250 MW of company-owned generating capacity since 2004.

SPPC's internal generating capacity became nearly sufficient to
meet its peak load requirements following the completion of the
Tracy Generating Station in 2008. The Tracy combined cycle plant
added 541 MW of nominal rated generation and greatly improved the
efficiency and reliability of SPPC's generating fleet. However,
SPPC is expected to continue to purchase a significant portion of
its power through existing long-term supply contracts, renewable
energy supply contracts to satisfy mandates under Nevada's
renewable energy portfolio standard (RPS), and future spot market
purchases to take advantage of lower-cost hydroelectric or coal-
generated power.

Fitch also considers NPC's significant increase in company-owned
generation to be good for credit quality. NPC's generating fleet
is much more efficient now than it was in 2004, the company-owned
generation is a more reliable source of power, and NPC is better
able to directly control the cost of the power produced. NPC was
capable of generating about 72% of its peak power need in 2009, up
from just 35% in 2004. This figure should increase to about 80%
with the completion of the 500 MW combined cycle plant at Harry
Allen, expected to be operational in summer 2011. NPC will remain
reliant on purchased power for a portion of its energy needs,
though, including RPS-related renewable energy contracts.

Although the utilities do generate some of their power from
existing coal plants and a small but growing amount from
renewables, their newer base load generation facilities are all
powered by natural gas. This increased fuel source concentration
exposes NPC and SPPC to natural gas prices that have historically
been extremely volatile. This concern is largely mitigated by fuel
and purchased power cost pass-through mechanisms allowed by the
Public Utility Commission of Nevada (PUCN) that help provide some
stability to cash flows. The base tariff energy rate (BTER)
adjusts rates on a quarterly basis to reflect fuel and purchased
power costs. The deferred energy accounting adjustment (DEAA) then
provides recovery for (or refunding of) fuel and purchased power
deferred energy balances on an annual basis. Fitch's internal
forward price forecasts for natural gas also support a more stable
pricing structure over the next few years.

The PUCN pre-approves planned construction costs for recovery in
future general rate cases (GRCs) and has mitigated regulatory lag
by permitting use of a hybrid test year methodology. In addition,
recently effective rate increases should allow the utilities to
improve financial performance by recovering costs spent during the
large capital spending program. The build-up of company-owned
generation resulted in high debt levels, particularly at NPC,
which prolonged the improvement of the entities' weak financial
metrics. Based on Fitch's projections, NVE's cash flows and
leverage are expected to benefit from the near-completion of the
utilities' generation projects and likely recovery of costs in
upcoming rate cases, with SPPC filing a GRC this summer and NPC
filing a GRC in summer 2011.

Capital expenditures peaked in 2008 at more than $1.5 billion, and
then decreased to about $820 million in 2009. Fitch expects the
company to maintain a more manageable capital spending budget
going forward, spending $660 million in 2010 and roughly $570
million in each of 2011 and 2012. About $210 million in 2010 is
the bulk of remaining construction costs for NPC's Harry Allen
generating facility. In 2011 and 2012, roughly $200 million and
$150 million, respectively, of expected capital expenditures are
related to projects awaiting regulatory approval in the IRP
filings, including the Advanced Service Delivery (ASD) smart grid
project that has a $138 million grant from the Department of
Energy, the ON Line transmission project, and several renewable
energy projects.

ON Line, which would be a 500 kilovolt transmission line jointly
owned with Great Basin Transmission, LLC (not rated by Fitch),
would connect SPPC in the north with NPC in the south. Fitch
considers this jointly owned project favorable because it would be
a cost-effective way to create energy-sharing efficiencies between
NPC and SPPC and provide NPC with access to renewable energy
resources in parts of northern and eastern Nevada, which would
help NPC meet the RPS mandates.

The utilities experienced extremely high residential customer
growth during the early and middle part of the last decade, with
annual growth rates of more than 5% in the NPC service territory
and of more than 3% in the SPPC service territory as recently as
2005. However, the collapse of the housing market and the broader
recession have greatly impacted both utilities' service
territories. As of March 2010, unemployment was more than 13% in
Nevada, and residential customer growth was slightly negative. The
local economy is of concern to Fitch, because continued economic
malaise in Nevada over a prolonged period would dampen the uplift
in utility cash flows expected from the slowdown in capital
spending.

Fitch considers the utilities' liquidity position to be adequate
to meet near-term needs, with both utilities having closed last
month on three-year revolving credit facilities. NPC has a $600
million facility and SPPC has a $250 million facility.
Availability under each facility is reduced by negative mark-to-
market exposure of hedging obligations, but availability will
remain at least $300 million at NPC and $125 million at SPPC.
Hedging obligations are not large and are expected to decline as a
result of the utilities' suspension of their hedging programs in
October 2009. As of April 28, 2010, negative mark-to-market
exposure reduced availability by $81.5 million at NPC and $27.8
million at SPPC. Both utilities currently have sufficient
availability under their facilities.

NVE is a holding company and parent to vertically integrated,
regulated utilities NPC and SPPC, which collectively do business
as NV Energy. NPC serves more than 825,000 electric customers in
southern Nevada, including the Las Vegas metropolitan area. SPPC
serves more than 365,000 electric and nearly 150,000 natural gas
customers in northern Nevada and the Lake Tahoe region in
California.


OPUS EAST: Trustee Seeks Approval of APG Settlements
----------------------------------------------------
In separate filings, Jeoffrey L. Burtch, the Chapter 7 trustee
for the Opus East Debtors' estates, asks Judge Walrath to approve
two separate "profit participation and escrow agreements" he
entered into with the United States of America, acting through
the Secretary of the Army, and the Commonwealth Land Title
Insurance Company, as escrow agent, in relation to the sale of
certain property interests of the Debtors in an Aberdeen Proving
Grounds development site.

The Chapter 7 Trustee also seeks approval of a distribution of
funds on deposit with the Escrow Agent.

As previously reported, the Chapter 7 Trustee sought and obtained
Court approval to sell certain property interests in the Aberdeen
Site to St. John Properties, Inc.  Debtors APG I LLC and APG II
LLC are ground tenants for Lots 1 and 2 in Land Bay F of the
Aberdeen Project Site and as ground tenants, the Debtors are
contractually obligated to pay to the U.S. Government a "profit
participation fee" that included the amount of "net sales
proceeds" realized as a result of the transactions authorized by
the Court's sale order.

Dale R. Dube, Esq., at Cooch and Taylor, in Wilmington, Delaware,
relates that the Chapter 7 Trustee and the U.S. Government were
unable to calculate the Net Sales Proceeds because of the nature
and timing of the transactions authorized by the Sale Order.

Accordingly, the Chapter 7 Trustee and the Government agreed to
address the Net Sales Proceeds issue by having the Trustee
segregate from the sale proceeds and deposit with the Escrow
Agent $67,976 for APG I and $477,188 for APG, Mr. Dube tells the
Court.  He notes that the amounts are to be administered pursuant
to the terms of two Escrow Agreements.

Mr. Dube avers that the Chapter 7 Trustee and the Government have
complied with the terms of the Escrow Agreements by producing
required documentation in support of the calculation of Net Sales
Proceeds and by engaging in good faith and arm's-length
negotiations.

To fully address the matter on the profit participation fees, the
parties wish to enter into settlement agreement, which provides
that:

  -- The Chapter 7 Trustee and Government acknowledge and agree
     that the Escrow Agreements remain in full force and effect
     and is ratified and affirmed;

  -- Upon the Court's approval of the Proposed Settlement
     Agreement, the Chapter 7 Trustee and the Government will
     authorize the Escrow Agent to promptly distribute the
     principals of the Escrow Funds and any interests accrued;

  -- The distribution of the Escrow Fund principals and any
     accrued interest will be as follows:

        (a) $52,449 for APG I and $380,593 for APG II principal
            sums will be distributed to the Government, together
            with all accrued interests on the Escrow Funds; and

        (b) The remaining principal balance of the Escrow Funds,
            $15,527 for APG I and $96,595 for APG II, will be
            distributed to the Chapter 7 Trustee;

  -- Distributions to the Government will be made only after the
     Escrow Agent receives completed "W-9" forms from the
     Government, at which time the amounts to be distributed to
     the Government will be transferred to separate federally
     insured escrow accounts; and

  -- The Lot 1 and 2 Escrow Agreements will be completed upon
     the disbursement of the Escrow Funds by the Escrow Agent.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS EAST: Wants Lease Decision Period Extension Until Aug. 25
--------------------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 trustee for the Opus East
Debtors' estates, asks the United States Bankruptcy Court for the
District of Delaware for a further extension of the time by which
he must cause to assume or reject the executory contracts and
unexpired property leases of the Opus East Debtors, through and
including August 25, 2010.

The Period was previously set by the Court for April 27, 2010.

Dale Dube, Esq., at Cooch and Taylor P.A., in Wilmington,
Delaware, contends that contracts and leases in the Opus East
Debtors' cases remain both numerous and voluminous.

"While the Chapter 7 Trustee has been able to limit their number
through the sale or abandonment of various Debtor properties, it
remains unreasonable to expect the Trustee to have analyzed each
and every of the Contracts and Leases in connection with the
administration of the Estates," Mr. Dube says.

Moreover, Mr. Dube adds, the complex nature of the Debtors'
organization makes it difficult to determine which of the
Contracts and Leases are relevant to which individual Debtor, if
at all.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS EAST: Trustee to Assume Albrittain Contracts
-------------------------------------------------
Dittmar Company, The TJO Trust and The Albrittain Family Trust
previously opposed the Opus East Debtors' Chapter 7 Trustee's
request to assume and assign a real estate sales contract and an
escrow agreement the Debtors entered into with the Albrittain and
TJO Trusts and Dittmar.

Subsequently, the Objection was voluntarily withdrawn and upon
the withdrawal, the Court granted the Opus East Trustee's
authority to assume and assign the Albrittain Contracts.

COPT Acquisitions, Inc. is the assignee of the Sales Contract and
the Escrow Agreement.  The Sales Contract and the Escrow
Agreement have not expired and remain in full force and effect.
As previously reported, the Debtors already deposited $200,000
into the Escrow Account, but failed to make another deposit which
would have brought the total amount to $250,000.

In this light, the Court ordered COPT Acquisitions to pay the
Trusts $250,000 no later than May 7, 2010.

Moreover, the Opus East Trustee and the Albrittain and TJO Trusts
will jointly direct Chicago Title Insurance Company to terminate
the Escrow Agreement established pursuant to the Sales Contract
and to immediately pay the escrowed funds to the Trusts for
application to the purchase price at the closing of the sale.

COPT is also directed to pay to the Chapter 7 Trustee $50,000 for
the benefit of the Opus East estate.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS WEST: Gets Nod of RGH Geotechnical Settlement
--------------------------------------------------
Debtor Opus West Construction Corporation won approval from the
U.S. Bankruptcy Court for the Northern District of Texas of a
compromise and settlement of claims and controversy with RGH
Geotechnical and Environmental Consultants.

The relationship between OWCC and RGH stems from a certain
"Agreement Between Contractor and Consultant for Geotechnical
Consultants" the parties entered into with respect to a certain
project of OWCC, pursuant to which OWCC owes certain indemnity
obligations to RGH.

Before the Petition Date, STRS Ohio CA Real Estate Investments I
LLC filed claims against OWCC and RGH relating to a property
located at 3680 Kelsey Knolls, in Santa Rosa, California,
commonly known as The Boulders at Fountaingrove.

Subsequently, RGH filed Claim No. 577 on November 9, 2009,
asserting an indemnity claim against OWCC in an unknown amount
related to STRS' claim against OWCC and RGH with respect to The
Boulders project.

Clifton R. Jessup, Esq., at Greenberg Traurig LLP, in Dallas,
Texas, tells the Court that OWCC and RGH desire to avoid the
expense, inconvenience, delay, and uncertainty of litigation by
compromising and settling claims and controversies arising
prepetition under the parties' Contract related to The Boulders
project and raised in the RGH Proof of Claim.  Accordingly, the
parties agree that:

  a. RGH's Claims against OWCC will be withdrawn; and

  b. RGH retains any and all rights to pursue an indemnity claim
     to the extent the claims are directed solely to insurance
     proceeds available under insurance policies providing or
     potentially providing any relevant coverage for OWCC.

                 About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000).


PACIFIC ETHANOL: Posts $10.9 Million Net Loss in Q1 2010
--------------------------------------------------------
Pacific Ethanol, Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $10.9 million on $71.3 million of revenue
for the three months ended March 31, 2010, compared with a net
loss of $25.7 million on $86.7 million of revenue for the
corresponding period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$231.9 million in assets and $333.4 million of liabilities, for a
stockholders' deficit of $101.5 million.

Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted that the
Company does not have sufficient liquidity to meet its anticipated
working capital, debt service and other liquidity needs in the
very near term.

"As a result of ethanol industry conditions that have negatively
affected our business and ongoing financial difficulties, we
believe we have sufficient liquidity to meet our anticipated
working capital, debt service and other liquidity needs until
either June 30, 2010, if we are unable to timely close a
prospective $5.0 million credit facility, or through December 31,
2010, if we are able to timely close the credit facility and
either pay or further defer a $1.5 million payable owed to a
judgment creditor on June 30, 2010.  These expectations concerning
our available liquidity until June 30, 2010, or through
December 31, 2010, presume that a creditor does not pursue any
action against us due to our default on an aggregate of
$17.5 million of remaining principal, plus accrued interest and
fees, and that we maintain our current levels of borrowing
availability under Kinergy's line of credit.  Accordingly, there
continues to be substantial doubt as to our ability to continue as
a going concern."

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

               http://researcharchives.com/t/s?623d

Sacramento, Calif.-based Pacific Ethanol, Inc. (NASDAQ GM: PEIX) -
- http://www.ethanol.net/-- produces and sells ethanol and its
co-products in the western United States, primarily in California,
Nevada, Arizona, Oregon, Colorado, Idaho, and Washington.

On May 17, 2009, five indirect wholly-owned subsidiaries of the
Company each filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code.  These subsidiaries are: Pacific Ethanol
Holding Co. LLC; Pacific Ethanol Madera LLC; Pacific Ethanol
Columbia, LLC; Pacific Ethanol Stockton, LLC; and Pacific Ethanol
Magic Valley, LLC.  The cases are consolidated (for procedural
purposes only) and are jointly administered under Case No. 09-
11713.

Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Neither Pacific Ethanol, Inc., as the parent company, nor any of
its other direct or indirect subsidiaries, including Kinergy
Marketing LLC and Pacific Ag. Products, LLC, have filed petitions
for relief under the Bankruptcy Code.


PCAA PARENT: Has Approved Sale and Confirmed Plan
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that the bankruptcy judge
told Parking Co. of America Airports LLC at a May 14 confirmation
hearing that she will sign an order approving the Chapter 11 plan.
The plan incorporates a settlement where unsecured creditors with
$8.9 million in claims will receive at least $2.825 million,
before taking the price increase into consideration.

According to the report, the judge also approved the sale of the
assets for $141 million to Commercial Finance Services 2907 Inc.,
which won the auction by increasing the price by 26%.

                         About PCAA Parent

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.  Bloomberg News says assets were on
the books for $94 million on Sept. 30, when debt totaled
$233 million.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: Aurora Capital Agrees to Buy Firm's Assets
-------------------------------------------------------
An affiliate of Aurora Capital Group has entered into a definitive
agreement to purchase the assets of Parking Company America
Airports, a leading off-airport parking operator.  PCAA currently
operates 27 parking lot facilities near major domestic airports
including seven of the nation's ten busiest airports and maintains
over 30,000 parking spaces nationwide.

Anthony DiSimone, Managing Partner of Aurora Resurgence, the
complex situations fund within Aurora Capital Group, commented,
"We are excited about the long term prospects available to the new
company and look forward to bringing our resources to PCAA to
support its employees in building a leading national platform."

As previously announced, on January 28, 2010, PCAA filed for
Chapter 11 protection in the United States Bankruptcy Court for
the District of Delaware.  The Bankruptcy Court established a bid
process whereby interested parties, including Aurora, could submit
bids for PCAA's assets.  The Bankruptcy Court has approved the
sale and the parties are working together to close the transaction
as expeditiously as practical.  The transaction is also subject to
the expiration or early termination of the waiting period under
the Hart-Scott-Rodino Act and other customary closing conditions.

                    About Aurora Capital Group

Aurora Capital Group is a Los Angeles-based private equity firm
managing over $2.0 billion with two distinct investment
strategies.  Aurora Resurgence invests in debt and equity
securities of middle-market companies and targets complex
situations that are created by operational or financial challenges
either within a company or a broader industry.  Aurora Equity
focuses principally on control-investments in middle-market
industrial, manufacturing and selected service oriented
businesses.

                         About PCAA Parent

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.  Bloomberg News says assets were on
the books for $94 million on Sept. 30, when debt totaled
$233 million.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PHILADELPHIA NEWSPAPERS: Inks $139MM Ch. 11 Deal with Lenders
-------------------------------------------------------------
Bankruptcy Law360 reports that Philadelphia Newspapers LLC said
Friday it had worked out lingering disputes with its creditors and
a group of lenders that offered a winning $139 million bid for the
bankrupt publisher, paving the way for an exit from Chapter 11
with a new executive at the helm.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PILGRIM'S PRIDE: Prisoner Tries to Intervene in Case
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Jonathan Lee Riches,
an inmate in a federal penitentiary named has latched onto another
target, Pilgrim's Pride Corp., which emerged from bankruptcy
reorganization at the end of December.  Mr. Riches, who claims
he's also known as Bernard Madoff, is appealing denial of his
motion to intervene in the Pilgrim's Pride bankruptcy.  Mr. Riches
says in his latest filing on May 6 that Pilgrim's Pride "continues
to serve us uncooked tainted chicken in prison, in which we got
food poisoning from."  He also says there are videotapes of
company employees engaging in "chicken pornography."

According to Bloomberg, Mr. Riches is an experienced litigator.
In denying a motion to intervene in the Madoff case, U.S.
Bankruptcy Judge Burton R. Lifland said that Riches has filed more
than a thousand lawsuits in federal district courts.

Mr. Riches is currently incarcerated at the Federal Medical Center
in Lexington, Kentucky.  His release date is March 2012, according
to the Federal Bureau of Prisons Web site.

                    About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com--
employs approximately 41,000 people and operates chicken
processing plants and prepared-foods facilities in 12 states,
Puerto Rico and Mexico.  The Company's primary distribution is
through retailers and foodservice distributors.

Pilgrim's Pride Corp. filed for Chapter 11 on December 1, 2008
(Bankr. N.D. Tex. Lead Case No. 08-45664).  Weil, Gotshal & Manges
LLP served as bankruptcy counsel.  Lazard Freres & Co., LLC, was
the Company's investment bankers.  Kurtzman Carson Consulting LLC
served as claims and notice agent.  Kelly Hart and Brown Rudnick
represented the official equity committee.  Attorneys at Andrews
Kurth LLP represented the official committee of unsecured
creditors.

On Dec. 10, 2009, the Bankruptcy Court entered an order confirming
Pilgrim's Pride's Chapter 11 plan of reorganization.  The plan
relies upon a sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34% of the
equity.


PROJECT ORANGE: Asks for Court Okay to Obtain DIP Financing
-----------------------------------------------------------
Project Orange Associates, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
postpetition secured financing from a syndicate of lenders led by
Gas Alternative Systems, Inc., as administrative agent.

The DIP lenders have committed to provide interim financing of
$75,000,000 and final financing of $150,000.

Timothy W. Walsh, Esq., from DLA Piper LLP (US), the attorney for
the Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature 180 days from the petition date.  The
DIP facility will incur interest at Prime plus three percent (3%)
per annum.  In the event of default, the Debtors will pay an
additional 3% default interest per annum.

The credit agreement with Gas Alternative provides that the DIP
Lender is granted an administrative claim for the amount of the
DIP Loan.  The DIP Lender has agreed to subordinate its
administrative claim to quarterly fees payable to the Office of
the U.S. Trustee plus any interest owed thereon and any valid
secured claim.  The DIP Loan is unsecured and there is no
collateral.  Accordingly, the DIP Loan is entitled to
administrative expense priority.  In addition, the DIP Lender has
agreed to subordinate its administrative claim to the Carve-Out
Expenses and any valid secured claim.  The Credit Agreement does
provide the DIP Lender the option to convert the DIP Loan to
equity in the event a plan of reorganization is confirmed in the
Chapter 11 case.

The DIP Lender is not requesting any fees with respect to the DIP
Loan, nor is the DIP Lender being reimbursed for legal expenses
and costs.

A copy of the DIP financing agreement is available for free at:

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

New York-based Project Orange Associates, LLC, filed for Chapter
11 bankruptcy protection on April 29, 2010 (Bankr. S.D.N.Y. Case
No. 10-12307).  Timothy W. Walsh, Esq., at DLA Piper LLP (US),
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


PROJECT ORANGE: Gets Interim Okay to Use Cash Collateral
--------------------------------------------------------
Project Orange Associates, LLC, sought and obtained interim
authorization from the Hon. Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York to use the cash
collateral.

Until recently, the Debtor has also supplied steam, at a highly
discounted rate, to Syracuse University, fulfilling the needs of
the University's campus buildings, as well providing steam for
resale by the University to three area hospitals and a state
college.


The Debtor profits by trading daily in energy markets and on its
ability to produce energy at a price that on any given day which
is beneath that day's market "bid" price.  This distinction will
be crucial when analyzing the University's potential security
interests.

The University will likely assert a security interest in revenues
generated by the Debtor pursuant to these contracts: 1) A Mortgage
and Security Agreement, dated April 5, 1991; 2) A Mortgage and
Security Agreement, dated April 5, 1991; 3) A Security Agreement,
dated April 5, 1991; 4) A Security Agreement, dated April 5, 1991.

The Agreements provide certain security interests which while
clearly intended to apply to contracts, and specifically long term
energy contacts like the 40-year contract the Debtor had with New
York State when the Agreements were entered into, the University
may now allege these Agreements grant a security interest in the
Debtor's current revenues.  While the Debtor believes that such an
argument is fallacious, out of an abundance of caution, the Debtor
files this motion seeking to use cash collateral, to the extent
its revenues are cash collateral.

Timothy Walsh, Esq., at DLA Piper LLP (US), the attorney for the
Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtors propose to
grant the University replacement security interests and liens in
and upon all assets and properties.

The Debtor makes much of the change in its business from selling
electricity to Niagara Mohawk pursuant to a long-term contract and
its current operation of selling power as a participant in the New
York Independent System Operator (NYISO).  The University submits
that, despite the change in the Debtor's business, the Debtor
continues to sell electricity pursuant to agreements to sell on a
day-ahead basis in the spot market, which agreements constitute
the University's collateral, together with the proceeds of the
sales.  The University also holds a security interest in the
payments made by the NYISO for the electricity capacity, energy
and voltage support.

"It is the University's position that the University was granted a
security interest in all of the proceeds of the electricity being
sold by the Debtor from the Facility," the University stated.

The Court has set a final hearing for June 3, 2010, at 2:00 p.m.
on the Debtor's request to use cash collateral.

New York-based Project Orange Associates, LLC, filed for Chapter
11 bankruptcy protection on April 29, 2010 (Bankr. S.D.N.Y. Case
No. 10-12307).  Timothy W. Walsh, Esq., at DLA Piper LLP (US),
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


RAHAXI INC: Killian McGrath Resigns From Board of Directors
-----------------------------------------------------------
Killian McGrath submitted a letter of resignation from his
position as a member of the Board of Directors of Rahaxi, Inc.
with an effective date of May 10, 2010.  Mr. McGrath left the
company for personal reasons and to explore other business
opportunities.

Rahaxi, Inc., provides payment services and processing.  Its
principal offices are in Wicklow, Ireland; the Company also has
offices in Helsinki, Finland; and Santo Domingo, the Dominican
Republic.

At December 31, 2009, the Company had total assets of $2,881,216
against total current liabilities of $6,102,244 and long-term
portion of notes payable of $887,977; resulting in stockholders'
deficit of $4,602,784.

The Company believes that anticipated revenues from operations
will be insufficient to satisfy its ongoing capital requirements
for the next 12 months.  If the Company's financial resources are
insufficient, the Company will require additional financing in
order to execute its operating plan and continue as a going
concern.  The Company cannot predict whether this additional
financing will be in the form of equity or debt, or be in another
form.  The Company may not be able to obtain the necessary
additional capital on a timely basis, on acceptable terms, or at
all.  In any of these events, the Company may be unable to
implement its current plans for expansion, repay its debt
obligations as they become due, or respond to competitive
pressures, any of which circumstances would have a material
adverse effect on its business, prospects, financial condition and
results of operations.

Management is pursuing all available options to provide the
Company with the ability to continue as a going concern.  The
Company continues to pursue financing through the sale of its
stock in private placements to individual investors.  However,
given the challenges presented by the current capital markets, as
well as the decline in the Company's stock price and the Company's
continued losses, management is considering a broader range of
options, which may include a registered offering for investors,
additional debt issuances or financings at the subsidiary level,
such as the sale of a portion of Rahaxi Processing Oy. The Company
may also pursue the acquisition of certain strategic industry
partners where appropriate.


RASER TECHNOLOGIES: Incurs $7.6 Million Net Loss in Q1 2010
-----------------------------------------------------------
Raser Technologies, Inc.filed its quarterly report on Form 10-Q,
showing a net loss of $7.6 million on $1.0 million of revenue for
the three months ended March 31, 2010, compared with a net loss
of $7.7 million on revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$148.2 million in assets, $136.6 million of liabilities,
$2.6 million of preferred stock, and $9.0 million of stockholders'
equity.

Hein & Associates LLP, in Denver, in its report on the Company's
financial statements for the year ended December 31, 2009,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

The Company is not currently generating significant revenues.

"In addition, we may encounter difficulties in raising additional
funds because of the deficiency notice that we received from the
New York Stock Exchange on April 27, 2010.  Section 802.01C of the
NYSE's Listed Company Manual requires that a company's common
stock have a minimum average closing price of $1.00 per share
during a consecutive 30-day trading period.  Under the NYSE's
rules, we have six months from the date of the notice to bring our
average common stock price over a 30-day trading period back above
$1.00 or we will be delisted from the NYSE."

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

               http://researcharchives.com/t/s?6247

Based in Provo, Utah, Raser Technologies (NYSE: RZ) --
http://www.rasertech.com/-- is an environmental energy technology
company focused on geothermal power development and technology
licensing.  Raser's Power Systems segment is seeking to develop
clean, renewable geothermal electric power plants and bottom-
cycling operations, incorporating licensed heat transfer
technology.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.


REFCO INC: Investors Settle with Underwriters & THL Entities
------------------------------------------------------------
RH Capital Associates LLC and Pacific Investment Management
Company LLC, as lead plaintiffs in a consolidated investor
lawsuit alleging fraud at Refco Inc., entered into two separate
settlements with certain underwriter defendants, audit committee
defendants and certain THL Entities in April 2010.

The Lawsuit is In re Refco, Inc. Securities Litigation, 05-Civ.-
8626, originally commenced in 2005 and currently pending in the
U.S. Bankruptcy Court for the Southern District of New York under
Judge Jed S. Rakoff.  The Lawsuit sought to hold certain parties,
including Refco affiliates, former Refco officers auditors, and
underwriters, responsible for the Company's failure to disclose
"hundreds of millions of dollars in debt owed to it by former
Chief Executive Officer Phillip Bennett."

The Underwriters Defendants have agreed to settle the claims of
the Refco investors for $49.5 million in cash.

The Underwriters Settling Defendants are Credit Suisse Group
(USA) LLC; Bank of America Securities LC, Deutsche Bank
Securities Inc.; Goldman Sachs & Co.; Merrill Lynch, Pierce,
Fenner & Smith Incorporated; J.P. Morgan Securities Inc.; HSBC
Securities (USA) Inc.; William Blair Company, L.L.C.; BMO Capital
Markets Corp. fka Harris Nesbitt Corp.; Samuel A. Ramirez &
Company, Inc.; Muriel Siebert & Co., Inc.; and The Williams
Capital Group, L.P.

Also under the Underwriters Settlement, the parties agree that
claims against defendants CMG Institutional Trading, LLC, and
Utendahl Capital Partners, L.P. will be dismissed.

The Underwriters Settlement was presented to the District Court
for preliminary approval on April 20, 2010.

Grant & Eisenhofer P.A. and Bernstein Litowitz Berger & Grossman
LP represent the Lead Investor Plaintiffs in the Lawsuit.

"The [underwriters] settlement provides substantial monetary
benefits to the settlement class," according to James Sabella,
Esq., of Grant & Eisenhofer, Bloomberg News cites.  "These
benefits must be compared to the risks that protracted and
contested litigation, including dispositive motion practice,
trial and likely appeals, might lead to no recovery, or a smaller
recovery, against the underwriter defendants."

The Lead Plaintiffs previously entered into a settlement with
Underwriter Defendant Sandler O'Neill & Partners, L.P., for a
payment of 3.5 million in cash in October 2008.  The District
Court preliminarily approved the Sandler Settlement on
November 5, 2008.  If the District Court grants final approval to
the two Underwriter Settlements, the claims against the
Underwriter Defendants will be resolved for a total payment of
$53 million.

In a related development, the Audit Committee Defendants and the
THL Defendants agreed to settle the claims of the Refco Investors
for $130 million in cash plus an amount equal to 50% of any
additional amount that the THL Entities receive as restitution
from the government in connection with their claims against
Refco, up to a maximum additional amount of $10 million.

The Audit Committee Defendants are Ronald L. O'Kelley, Leo R.
Breitman and Nathan Gantcher.  The THL Defendants are Thomas H.
Lee Equity Fund V, L.P.; Thomas H. Lee Parallel Fund V, L.P.;
Thomas H. Lee Equity (Cayman) Fund V, L.P.; Thomas H. Lee
Partners, L.P.; THL Equity Advisors V, LLC; Thomas H. Lee
Investors Limited Partnership; The 1997 Thomas H. Lee Nominee
Trust; Thomas H. Lee, David V. Harkins; Scott L. Jaeckel and
Scott A. Schoen.

The Audit Committee/THL Entities Settlement was presented to the
District Court for preliminary approval on April 5, 2010.

Previously, the Lead Plaintiffs reached an accord with Austria's
Bawag PSK Bank for $140 million in April 2007.

Grant Thornton LLP, Refco's former outside auditing firm, hasn't
settled with the Refco Investors.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Mayer Brown Not Liable for Mess, 2nd Cir. Affirms
------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit handed down a
ruling on April 27, 2010, affirming Judge Gerard E. Lynch's
dismissal order of securities fraud claims against Mayer Brown
LLP and Joseph P. Collins in connection with Refco Inc.

The April 27 ruling was issued in a civil lawsuit, 09-1619-cv,
brought by Pacific Investment Management Company LLC and RH
Capital Associates LLC against Mayer Brown and Mr. Collins in the
2nd Circuit.

Mayer Brown is Refco's former outside legal counsel.  Mr. Collins
is the Mayer Brown partner in charge of the Refco account.

PIMCO and RH Capital, as representative plaintiffs of certain
Refco investors, alleged that Mayer Brown and Mr. Collins
violated federal securities law in the course of representing
Refco Inc.  They asserted that Mayer Brown participated in 17
sham Refco loan transactions between 2000 and 2005.

The 2nd Circuit opined that "[a] secondary actor [including
counsel or lawyers] can be held liable for false statements in a
private damages action for securities fraud only if the
statements are attributed to the defendant at the time the
statements are disseminated."  It held, upon analysis, that
attribution is required for secondary actors to be liable in a
private damages action for securities fraud.

"Absent attribution, [the] [P]laintiffs cannot show that they
relied on [Mayer Brown's] own false statements, and participation
in the creation of those statements amounts, at most, to aiding
and abetting securities fraud," the 2nd Circuit held.

The 2nd Circuit ruling was entered by Circuit Court Judge Jose A.
Cabranes, Circuit Court Judge Barrington D. Parker Jr. and Judge
Carol B. Amon for the U.S. District Court for the Eastern
District of New York, sitting by designation.

The Plaintiffs originally filed the securities law violation
complaint against the Mayer Brown Defendants in the U.S. District
Court for the Southern District of New York in October 2007.
District Court Judge Lynch dismissed the Plaintiffs' claims in
March 2009 as he found that no statements in the Refco documents
were attributed to Mayer Brown and held that the Plaintiffs
failed to adequately lead a violation of federal securities law.

The Plaintiffs thus brought the civil case to the 2nd Circuit for
a review of the District Court's 2009 decision.

Applying the attribution standard to the alleged false
statements, the 2nd Circuit concluded that Judge Lynch properly
dismissed the Plaintiff's claims against Mayer Brown and Mr.
Collins.  "No statements in the Offering Memorandum, the
Registration Statement, or the IPO Registration Statement are
attributed to Collins, and he is not even mentioned by name in
any of those documents."

The 2nd Circuit also agrees with the District Court's ruling that
the Plaintiff's claims for 'scheme liability' are foreclosed by
the Supreme Court's decision in Stoneridge Investment Partners,
LLC v. Scientific-Atlanta, Inc., 552 U.S. 148(2008).  "As was the
case in Stoneridge, it was Refco, not the Mayer Brown Defendants,
that filed fraudulent financial statements; nothing the Mayer
Brown Defendants did made it necessary or inevitable for Refco to
record the transactions as it did."

Moreover, the 2nd Circuit declines to grant the Plaintiffs leave
to amend their Complaint.  "Plaintiffs [did] not disclose to us .
. . recently discovered facts and there is therefore no basis for
suggesting, much less concluding, that plaintiffs could amend
their claims against Mayer Brown and Collins in a way that would
make them viable."

A full-text copy of the 27-page 2nd Circuit ruling is available
for free at:

     http://bankrupt.com/misc/Refco_09-1619cvOpinion.pdf

James Sabella, Esq., of Grant & Eisenhofer, representing
Plaintiff Pacific Investment Management, disagrees with the
Circuit Court ruling, according to the New York Law Journal.  "It
practically insulates a lot of the perpetrators of fraud from
liability to the victims of fraud," the news source quoted Mr.
Sabella as saying.  Pacific Investment is considering its
options, according to Mr. Sabella.

The 2nd Circuit lawsuit one of three lawsuits against Mayer Brown
that has been dismissed.  Another lawsuit is pending before Judge
Jed S. Rakoff, captioned Thomas H. Lee Equity Fund v. Mayer Brown
Rowe & Maw, 07-cv-06767, the New York Law Journal notes.  The
lawsuit alleges "racketeering in connection with Thomas H. Lee's
$507 million leveraged buyout of a controlling interests in Refco
in 2004," the report notes.

             NASCAT Dismayed Over 2nd Cir. Ruling

    WASHINGTON, D.C. -- April 28, 2010  -- The National
Association of Shareholder and Consumer Attorneys (NASCAT)
expressed dismay with the April 27 decision in PIMCO Funds, et al
v. Mayer Brown LLP, et al. by a three-judge panel of the U.S.
Court of Appeals for the Second Circuit, which continued a
pattern of rigid and overly technical interpretations of
investors' rights under the federal securities laws.  Indeed, the
Court tossed the clearly meritorious claims brought by
shareholders and bondholders of bankrupt Refco, Inc. against that
derivatives dealers' outside counsel who has been criminally
convicted of the fraud alleged by investors and is serving a
seven year sentence in federal prison.

    "This disheartening decision rejects the common-sense
approach taken by the U.S. Securities and Exchange Commission
(SEC), one fully supported by the relevant statute, Section 10 of
the Securities Exchange Act of 1934, that investors do have a
right of action against these defendants.  Indeed, Section 10
refers generally to the prohibition of 'any manipulative or
deceptive device or contrivance in contravention' to SEC rules,
which go beyond personally uttering a misrepresentation and
surely encompasses using others to knowingly make a false public
statement.  Instead, the Second Circuit's holding rendered the
obvious merits of Refco's investors' claims irrelevant. Indeed,
unnecessarily going beyond even the two Supreme Court decisions
(Central Bank in 1994 and Stoneridge in 2008) that the lower
court noted were ripe for legislative re-examination, the panel
granted complete immunity from lawsuits to all those who
knowingly engage in securities fraud unless they are publicly
identified or publicly participate in the wrongdoing," explained
Ira Schochet, Esq., NASCAT's President.

    "The Second Circuit's decision underscores the need for
Congress to restore accountability to investors for all who
knowingly enable securities fraud," Mr. Schochet continued.
"Senator Arlen Specter, a former prosecutor and senior Member of
the Judiciary Committee and Chairman Barney Frank of the House
Financial Services Committee have each sponsored legislation to
restore the right of investors to take action against those who
knowingly and substantially participate in securities fraud
including gatekeepers such as accountants, lawyers and investment
advisers, without whom many complex frauds such as the Refco and
Lehman Brothers 'book cooking' scams and the unfolding alleged
Goldman Sachs derivatives-based swindle could not have occurred."

    The SEC had filed a friend of court brief with the Court of
Appeals arguing that in cases such as Refco, so-called "secondary
actors" such as consulting accountants and attorneys can be held
liable as a "primary violator" of SEC Rule 10b-5's bar against
"mak[ing]" false or misleading statements to investors if that
person creates and then provides the false or misleading
information to another person intending that it be put into a
public statement.  A flexible reading of the statute, which in
prior decades the Supreme Court encouraged, readily allows the
words "to make," relating to a materially false statement, to
carry that meaning (since the statute does not say "to express"
or "to utter" or use similar more restrictive verbs).
Nonetheless, the Second Circuit panel held that the "secondary
actor" must be the one who publicly states the false or
misleading information even if the lawyer (as in Refco) designed
the sham transactions that made the fraud possible and then wrote
the false statements made by other violators to investors and the
public.

    The underlying lawsuit brought by Refco's shareholders and
bondholders alleged that Refco's outside attorney and its law
firm (Mayer Brown, LLP) designed and helped sell to
counterparties sham transactions and falsified securities
offering documents to cover-up hundreds of millions of dollars in
losses by Refco, Inc. Refco, the once global, publicly traded
derivatives dealer, collapsed in 2005 when its cover-up of the
devastating losses unraveled.

     Although the lower court judge recognized the merits of the
Refco plaintiffs' suit, he cited the Supreme Court Central Bank
and Stoneridge decisions as compelling the dismissal of the
investors' class action.  Since the lower court ruled, one of the
defendants in that lawsuit, Joseph P. Collins, a partner at the
law firm of Mayer Brown, and a former Refco legal adviser, has
been convicted in a federal court of conspiracy to commit
securities fraud and four other counts of illegal actions and is
serving a seven year prison sentence.  Two others have pled
guilty to fraud charges in this case.

    "Private investors form a key front-line defense against
financial fraud and abuse because they are in a unique position
to quickly identify and take action against unlawful conduct by
corporate issuers and their advisers," Mr. Schochet continued.
"Traditionally, securities market regulation and law enforcement
relied upon a 'three legged stool' of the SEC, federal and state
attorneys general and investor actions.  In recent years,
however, two legs of the regulatory stool were weakened by laxity
in enforcement of federal securities law and Supreme Court
decisions, and lower court rulings interpreting those decisions,
which have curtailed investors' rights of action.  By immunizing
fraud enablers from accountability to investors, the Courts have
unwittingly encouraged unscrupulous corporate lawyers,
accountants and other gatekeepers to profit from wrongdoing."

    The National Association of Shareholder and Consumer Law
Attorneys is a nonprofit organization comprised of about 100 law
firms representing consumers and investors -- including pension
funds and individuals -- in cases of securities fraud and other
forms of "white collar" wrongdoing and criminal activity.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Ex-Directors Forfeit $39MM to Settle Fraud Claims
------------------------------------------------------------
Preet Bharara, the United States Attorney for the Southern
District of New York, related in a public statement that Edwin L.
Cox, Jr., William L. Graham, and two trusts related to these
individuals have agreed to forfeit a total of $39 million to
resolve civil forfeiture claims alleged in a civil Complaint
filed on May 6, 2010.  The Complaint alleges that Messrs. Cox and
Graham, and the two trusts directly or indirectly own, control,
or have an interest in property traceable to $39 million in
proceeds of securities fraud, wire fraud, bank fraud, and money
laundering at the defunct financial services company Refco.

As alleged in the Complaint:

    PHILLIP R. BENNETT, TONE N. GRANT, SANTO C. MAGGIO,
ROBERT C. TROSTEN, and others were involved in hiding customer
trading losses, concealing the firm's proprietary trading
activities, fraudulently shifting expenses off the books of
Refco, and artificially padding Refco's revenues in order to
achieve through fraud, the 2004 leveraged buyout ("LBO") of Refco
and the 2005 initial public offering ("IPO") of the Company's
stock.

    From as early as the mid-1990s, Refco sustained
hundreds of millions of dollars of losses through, among other
things, its customers' trading.  In order to hide the existence
of the losses, BENNETT and others transferred many of the losses
to appear as a debt owed to Refco by Refco Group Holdings, Inc.
("RGHI") -- the holding company that controlled Refco and was, in
turn, controlled by BENNETT, GRANT, and, at certain times, THOMAS
DITTMER.

    COX, 63, of Athens, Texas, served on Refco's Board of
Directors and Executive Committee from September 28, 1998,
through June 1, 1999.  GRAHAM, 61, of Dallas, Texas, served on
Refco's Board of Directors from April 26, 1999, through
August 23, 1999.

    From 1999 through 2005, BENNETT and others directed a
series of transactions every year to hide the RGHI receivable
from, among others, Refco's auditors, by temporarily paying down
the receivable from RGHI over Refco's fiscal year-end (and, after
February 2004, Refco's quarter-ends) and replacing it with a
receivable from one or more other entities not related to RGHI.
Thus, at every fiscal year-end and, later, at every fiscal
quarter-end, BENNETT and others directed transactions that turned
the debt owed to Refco from RGHI into a debt owed to Refco by a
Refco customer. Shortly after each fiscal year- or quarter-end,
these transactions were unwound, returning the debt to RGHI.

    In early August 2004, Thomas H. Lee Partners, L.P.,
purchased a majority interest in Refco for approximately $1.9
billion through an LBO.  In connection with that transaction,
Refco sold approximately $600 million of bonds to the public and
borrowed approximately $800 million from a syndicate of banks.
Proceeds of Refco's fraudulent LBO were distributed to BENNETT,
GRANT, MAGGIO, and TROSTEN, as well as certain other former Refco
insiders.

    Later in August 2004, DITTMER agreed to pay COX, or his
appointed agent, $39 million to resolve, among other things, a
dispute over the rights that COX had to proceeds of Refco's LBO.
$39 million in LBO proceeds was paid under this agreement (the
"LBO Settlement Agreement") in September 2004 and June 2005.

    In August 2005, Refco conducted an IPO of its stock,
raising approximately $583 million from the public. Refco's
stock was then listed on the New York Stock Exchange.

    On October 10, 2005, Refco issued a press release
announcing, in substance, that it had discovered that it was owed
a debt of approximately $430 million by an entity controlled by
BENNETT. Following release of this information, the market price
of Refco stock plummeted, and Refco's stock was subsequently
delisted by the New York Stock Exchange. Refco, Inc., and many
of its subsidiaries filed petitions in bankruptcy on October 17,
2005.

    The $39 million in LBO proceeds transferred under the
LBO Settlement Agreement are directly traceable to various
properties (the "Directly Forfeitable Properties") owned or
controlled, directly or indirectly, by COX, GRAHAM, and two
related trusts and/or entities that they control or in which they
have an ownership or beneficial interest.  The two trusts are EKC
Grantor Trusts 2000 and WUG Grantor Trusts 2000, both of which
have United States Virgin Island and United States situs.  GRAHAM
is the grantor for both trusts, and COX is a beneficiary of EKC
Grantor Trusts 2000.

    COX, GRAHAM, and the two trusts have agreed to forfeit
$39 million to settle the Government's civil forfeiture claims
against the Directly Forfeitable Properties.  This represents 100
percent of the LBO fraud proceeds distributed under the LBO
Settlement Agreement.  They have not admitted to any liability in
settling the lawsuit, and they agreed to forfeit the $39 million
on the understanding that the United States Attorney's Office for
the Southern District of New York will request that the forfeited
$39 million be made available to innocent victims of the Refco
fraud to compensate their losses.

                         *     *     *

The case was investigated by the Criminal Investigators of the
Securities and Commodities Fraud Task Force of the United States
Attorney's Office, along with the United States Postal Inspection
Service.  Mr. Bharara praised the work of those investigators and
thanked the United States Securities and Exchange Commission and
the Commodity Futures Trading Commission for their assistance in
the case.

Assistant United States Attorney Jeffrey Alberts is in charge of
the case.

The case was brought in coordination with President Barrack
Obama's Financial Fraud Enforcement Task Force, on which
Mr. Bharara serves as a Co-Chair of the Securities and
Commodities Fraud Working Group.  President Obama established the
interagency Financial Fraud Enforcement Task Force to wage an
aggressive, coordinated, and proactive effort to investigate and
prosecute financial crimes.  The task force includes
representatives from a broad range of federal agencies,
regulatory authorities, inspectors general, and state and local
law enforcement who, working together, bring to bear a powerful
array of criminal and civil enforcement resources.  The task
force is working to improve efforts across the federal executive
branch, and with state and local partners, to investigate and
prosecute significant financial crimes, ensure just and effective
punishment for those who perpetrate financial crimes, combat
discrimination in the lending and financial markets, and recover
proceeds for victims of financial crimes.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REUNION INDUSTRIES: Steel Partners Ceases to Own Common Shares
--------------------------------------------------------------
Steel Partners II, LP, et al., disclosed in a regulatory filing on
May 12, 2010, that as of May 7, 2010, they have ceased to own
shares of Reunion Industries, Inc.'s common stock.

On April 5, 2010, Reunion Industries, the Trustee, Steel Partners
GP, Steel Holdings and Steel Partners II filed a joint motion in
the Bankruptcy Court for the District of Connecticut, Bridgeport
Division, seeking approval of a full and final settlement relating
to the Senior Notes and other related matters.  On May 7, 2010,
the Bankruptcy Court approved the Senior Notes Settlement Order.
Pursuant to the terms of the Senior Notes Settlement Order: (a)
Reunion Industries agreed to pay $1,300,000 in full and final
resolution of the claims relating to the Senior Notes to be
allocated as set forth in the Senior Notes Settlement Order, (b)
Reunion Industries agreed to cause its lawsuit filed in the Court
of Common Pleas, Allegheny County, Pennsylvania (which was
subsequently removed to the U.S. District Court for the Western
District of Pennsylvania) against Steel Partners GP, Steel
Holdings, Steel Partners II and the Trustee to be dismissed or
discontinued with prejudice and (c) all charges, mortgages and
other security interests of the Trustee in or on the assets of
Reunion Industries, including the Pledged Shares, will
automatically terminate.  The parties to the Senior Notes
Settlement Order also entered into mutual general releases.
Accordingly, the Reporting Persons no longer beneficially own, or
may be deemed to beneficially own, the Pledged Shares or any other
equity or debt securities of Reunion Industries.

A full-text copy of the Schedule 13D filing is available at no
charge at http://researcharchives.com/t/s?623f

Reunion Industries filed for Chapter 11 protection on November 26,
2007 (Bankr. D. Conn. Case No. 07-50727).  Two Reunion Industries
stockholders, Charles E. Bradley, Sr. Family Limited Partnership,
and John Grier Poole Family Limited Partnership filed separate
Chapter 11 petitions on the same day (Bankr. D. Conn. Case Nos.
07-50725 and 07-50726).  Carol A. Felicetta, Esq., David M. S.
Shaiken, Esq., Eric A. Henzy, Esq., at Reid and Riege, P.C.; and
Derek M. Johnson, Esq., at Ruben, Johnson and Morgan, represent
Reunion Industries as counsel.


RQB RESORT: Wants Access to Cash Collateral Extended
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that RQB Resort is asking
for an extension of the right to use cash representing collateral
for $193 million owing to secured creditor Goldman Sachs Mortgage
Co.  Existing cash-use authority expires May 28.  Goldman Sachs
has a motion seeking permission to foreclose scheduled for hearing
on June 21. The first hearing on cash use will be May 25.

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.


SAINT VINCENTS: Individuals Can't Exercise State's Powers
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a bankruptcy judge in
New York ruled on May 14 in the Chapter 11 case of St. Vincent
Catholic Medical Centers that when a hospital is closing under
supervision of state health regulators, a lawsuit by private
plaintiffs in state court to block the closing is a violation of
the automatic stay.

According to the report, Saint Vincents has secured approval from
the bankruptcy judge to continue closing pursuant to an agreement
worked out with the state Department of Health.  Individuals who
didn't want the hospital to close sued the Health Department in
state court a week after bankruptcy.  The hospital was not named
as a party in the state-court suit.

The report relates that in terms of violating the automatic stay,
Bankruptcy Judge Cecelia Morris said it was an inconsequential
"technicality" that the hospital was not a defendant in the state-
court suit. Using the state judge to force the Health Department
into keeping the hospital open was an attempt to "exercise control
over property of the estate," the judge said.  The suit was
therefore a violation of the automatic stay that prohibits
lawsuits against bankrupts or actions attempting to control the
debtor or its property.  Even though the Health Department could
use regulatory powers to keep the hospital open, Judge Morris said
an individual cannot cloak itself in regulatory powers by using a
state court.

         About Saint Vincents Catholic Medical Centers

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963).  The new petition listed
assets of $348 million against debt totaling $1.09 billion.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/-
- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).


SAPPHIRE NATIONAL: Court Dismisses Reorganization Case
------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina dismissed the Chapter 11 case
of Sapphire National, LLC.

As reported in the Troubled Company Reporter on April 13, 2010,
Creditor Textron Financial Corporation sought for the dismissal or
suspension of the Debtor's involuntary Chapter 11 bankruptcy case.

According to Textron, the involuntary bankruptcy case wasn't filed
in good faith, because: (a) this case was filed on the eve of a
state court hearing on Textron's motion to appoint a receiver; (b)
the "creditors" who filed this case are attorneys and accountants
who represent the Debtor and acted in concert with the Debtor to
manufacture an "involuntary" bankruptcy case in an effort to avoid
the full recourse obligations owing by certain guarantors of the
Debtor's debts that are triggered in the event of a voluntary
bankruptcy case; and (c) the continuance of this involuntary
bankruptcy case is causing irreparable harm to Textron, as the
Debtor continues to collect and misappropriate rent and revenues
without any license to do so.

Sapphire, North Carolina-based Sapphire National, LLC -- aka
Sapphire National Golf Club and Sapphire National Golf Course --
owns and operates the golf course known as Sapphire National Gold
Club.

Todd L. Nelson; Peter A. Paul, PC; and Hansen & Associates
commenced on March 23, 2010, an involuntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code against the Company
(Bankr. W.D. N.C. Case No. 10-20080).  D. Rodney Kight, Jr., Esq.,
at Kight Law Office is the petitioners' counsel.  The Debtor
hasn't appointed any counsel.

Mr. Nelson claims that he is owed $6,221 in legal fees reimbursal.
Peter A. Paul claims that it is owed $20,221 in attorney's fees.
Hansen & Associates claims that it is owed $5,450 for its
services.


SENSUS USA: S&P Revises Outlook to Stable & Affirms B+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Raleigh,
N.C.-based Sensus USA Inc. to stable from negative. All the
ratings have been affirmed, including S&P's corporate credit
rating of 'B+'.

"The company has achieved improved credit measures commensurate
with the rating, and it has improved the cushion on its
covenants," said Standard & Poor's credit analyst John Sico. "We
expect the progress the company has made in deploying its smart-
grid infrastructure to continue helping maintain credit measures
in line with the rating in the absence of any large debt-financed
acquisitions," he continued. The ratings on Sensus reflect the
company's weak business risk profile and aggressively leveraged
financial risk profile.

Raleigh, N.C.-based Sensus is one of the largest global
manufacturers of utility meters and provides automated meter
reading (AMR) technology and fixed advanced metering
infrastructure (AMI) networks. The metering systems industry is
highly competitive, and success depends on a company's breadth of
product offering, product quality and availability, customer
service, customers' acceptance of new technology, and price.
Sensus's customers include distributors of metering products,
utilities, and municipalities.

"The market is shifting to advanced communication technologies
that are especially prevalent in electric meters for smart grids.
Revenues from the meter business provide some stability, and the
majority of sales occur as aftermarket replacement/upgrades.
Still, we expect overall long-term growth to be in the low single
digits. However, sales of AMR devices and AMI network in North
America should expand faster than sales of meters, given what is
still a relatively small installed base. The penetration rate for
North American AMR devices is roughly 25% for all three major
utility industries (water, gas, and electric). Globally, the total
potential market is more than $5 billion.

"We believe liquidity is currently adequate for the ratings. Cash
on hand is about $59 million, and $55 million was available under
the $70 million revolving credit facility as of March 31, 2010
(letters of credit are $15 million). The company's working capital
needs may expand as a result of new contracts, and we project
capital expenditures to increase slightly as Sensus rolls out its
AMI infrastructure. We expect Sensus to generate positive free
cash flow in fiscal 2011, which we expect the company to use for
debt reduction."

"The outlook is stable. We expect the company's improved operating
performance and enhanced compliance cushion to help Sensus
maintain rating stability in the near term. We could revise the
outlook to positive or raise the ratings if Sensus achieves much
better performance from the strides it has made in delivering
advanced metering systems and products to utility customers,
allowing it to continue generating much better positive free cash
flow and reducing leverage beyond our expectations."

"On the other hand, we could lower the ratings if Sensus fails to
sustain operating income to meet modified covenant ratios. We
could consider lowering the ratings if a possible reversal in the
recovery of its end markets hinders Sensus's ability to maintain
credit measures that we expect at the current ratings. If such
issues result in an adjusted leverage ratio that approaches 6x, we
could take a negative rating action."


SPECIALTY TRUST: Gets Interim Access to Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized,
on an interim basis, Specialty Trust, Inc., et al., to use the
cash collateral in which the prepetition secured lenders assert an
interest until two days after the final hearing date.

A final hearing on the Debtors' cash collateral use will be held
on June 13, 2010.

The Debtors requested for cash collateral use until September 30,
2010.

The Debtor would use the cash collateral to pay wages, management
fees and other operating expenses and expenses of administration
of the cases.

The Debtors relate that prepetition secured lenders are adequately
protected by (i) the equity cushion in the value of the pledged
assets; and (ii) the preservation and enhancement in the Debtors'
going concern value from the utilization of cash collateral to
operate the business.

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., at Downey Brand, assists
the Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.

These affiliates filed separate Chapter 11 petition:

                                                Petition
  Debtor                              Case No.     Date
  ------                              --------     ----
Specialty Acquisition Corp.            10-51437  04/20/10
Assets: $10 mil. to $50 mil.
Debts: $10 mil. to $50 mil.

SAC II                                 10-51440  04/20/10
Assets: $10 mil. to $50 mil.
Debts: $1 mil. to $10 mil.


SPECIALTY TRUST: Taps Pachulski Stang as Gen. Bankruptcy Counsel
----------------------------------------------------------------
Specialty Trust, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Nevada for permission to employ Pachulski Stang
Ziehl & Jones LLP as general bankruptcy counsel.

PSZ&J will, among other things:

   a. advise the Debtors of their rights, powers, and duties as
      debtors-in-possession, of the requirements of the Bankruptcy
      Code and the Federal Rules of Bankruptcy Procedure, and the
      requirements of the U.S. Trustee pertaining to the
      administration of the Debtors' estates;

   b) prepare motions, applications, answers, orders, memoranda,
      reports, and papers, etc., in connection with the
      administration of the estate; and

   c) assist the Debtors in reviewing and consummating any
      transactions contemplated during these cases.

PSZ&J received $125,419 in payments for prepetition representation
of the Debtors.  In addition to the prepetition services retainer,
the firm received $180,000 as its postpetition services retainer.

The hourly rates of PSZ&J personnel are:

     Ira D. Kharasch                           $825
     Scotta E. McFarland                       $575
     Victoria A. Newmark                       $625
     Beth Dassa, paralegal                     $235

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

The firm can be reached at:

     Ira D. Kharasch, Esq.
      Email: ikharasch@pszjlaw.com
     Scotta E. McFarland, Esq.
      Email: smcfaland@pszjlaw.com
     Victoria A. Newmark, Esq.
      Email: vnewmark@pszjlaw.com
     Pachulski Stang Ziehl & Jones LLP
     10100 Santa Monica Boulevard, 11th Floor
     Los Angeles, CA 90067-4100
     Tel: (310) 277-6910
     Fax: (310) 201-0760

The Debtors propose a hearing on employment of counsel on June 2,
2010, at 2:00 p.m.

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., at Downey Brand, assists
the Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.

These affiliates filed separate Chapter 11 petition:

                                                Petition
  Debtor                              Case No.     Date
  ------                              --------     ----
Specialty Acquisition Corp.            10-51437  04/20/10
Assets: $10 mil. to $50 mil.
Debts: $10 mil. to $50 mil.

SAC II                                 10-51440  04/20/10
Assets: $10 mil. to $50 mil.
Debts: $1 mil. to $10 mil.


SPECIALTY TRUST: Wants Schedules Filing Extended Until May 24
-------------------------------------------------------------
Specialty Trust, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Nevada to extend until May 24, 2010, their time to
file schedules of assets and liabilities; schedule of current
income and expenditures; schedule of executory contracts and
unexpired leases; and statement of financial affairs.

The Debtors filed their request for an extension before their
filing period was set to expire on May 4, 2010.

The Debtors need additional time to assemble the information
necessary, including, among other things, reviewing their records
determine the prepetition liabilities to each individual creditor
as of the petition date, and compiling and reviewing each of their
unexpired leases and executory contracts.

The Debtors propose a meeting on their filing extension on June 2,
2010, at 2:00 p.m.

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., at Downey Brand, assists
the Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.  Two other affiliates filed separate
Chapter 11 petitions.


STERLING FINANCIAL: Taps Les Biller as Chairman of the Board
------------------------------------------------------------
Sterling Financial Corporation has approved the appointment of
Leslie ("Les") S. Biller as chairman of its board of directors,
subject to approval by bank regulators and the successful
completion of the Sterling recapitalization transactions, which
were initially announced in its April 27, 2010 press release.

"Les Biller's extensive business leadership and banking expertise
will be a tremendous asset for Sterling," said Greg Seibly,
president and chief executive officer of Sterling.  "We look
forward to working under his direction after we complete our
recapitalization transactions and continue through our recovery
efforts."

Biller said, "I am pleased and enthusiastic about the prospect of
joining the Sterling organization and helping its management team
continue to move forward as a major regional player in community
banking across the Pacific Northwest."

Biller has more than 30 years of banking and investment
experience.  He began Greendale Capital, a private investment
company, after retiring in 2002 as vice chairman and chief
operating officer of Wells Fargo & Company.  Prior to Wells Fargo,
Biller was president and chief operating officer of Norwest
Corporation.  He has also served in executive leadership roles at
Bank of America and at Citicorp.

Biller earned his bachelor's degree in chemical engineering from
City College of New York and a master's degree in business
administration from Xavier University in Cincinnati, Ohio.  He
serves on the boards of Ecolab, Inc., Knowledge Schools, Inc., and
Knowledge Universe Education LLP.  He also serves as a director of
the Autry National Center.


                      About Sterling Financial

Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA)
-- http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of March 31, 2010, Sterling Financial
Corporation operated 178 depository branches throughout
Washington, Oregon, Idaho, Montana and California.

The Company's balance sheet as of March 31, 2010, showed
$10.555 billion in assets, $10.309 billion in total liabilities,
and $245.5 million in stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered
significant net losses during 2009 and 2008, a decline in
regulatory capital to support operations, and regulatory issues.


TAGISH LAKE: Extends CCAA Stay Protection Until July 7
------------------------------------------------------
Tagish Lake Gold Corp. commenced proceedings in the Supreme Court
of British Columbia pursuant to the Companies' Creditors
Arrangement Act (Canada) and obtained the Initial Order for
protection from its creditors until May 7, 2010.  Pursuant to the
Initial Order, Grant Thornton Limited was appointed as the Monitor
for the Company.

Pursuant to further Orders of the Court made May 7, 2010, the
creditor protection provided in the Initial Order was confirmed
and extended to July 7, 2010, the time for holding the annual
general meeting of shareholders of the Company was postponed until
further Order of the Court and a claims process for the Company's
creditors was approved.  In accordance with the Claims Process,
all creditors of the Company must deliver their proofs of claim to
the Monitor by 5:00 p.m. on June 11, 2010.  Subject to the
provisions of the Claims Process, any claims against the Company
which are not received by the Monitor on or before the Claims Bar
Date will be forever released, barred and extinguished as against
Tagish Lake.

The Company will use the Extension to proceed with the Claims
Process, negotiate with its creditors and develop a Plan of
Compromise and Arrangement, subject to the approval of the Court
and the Company's creditors.  Tagish Lake believes that the
decision to seek creditor protection is in the best interests of
the Company and its stakeholders as it allows Tagish Lake to
develop a Restructuring Plan and ultimately move forward with the
restructuring of its business.


TAYLOR-WHARTON: Selling Cylinders Business in June
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Taylor-Wharton
International LLC received approval from the bankruptcy court to
conduct an auction on June 3 to learn if anyone will beat an $11
million offer for the cylinders business known as TWI Cylinders
LLC.  The initial offer will come from Norris Cylinder Co.
Parties that intend to participate in the auction must submit
initial bids by June 1.

The report adds that the Company has begun the process of having
the bankruptcy court terminate three labor agreements with the
United Steelworkers union.  Both actions are designed to enable
confirmation of the reorganization plan worked out before the
Chapter 11 filing in November.  A hearing on the motion to scrap
the contracts is scheduled for May 25.

According to the Bloomberg report, Taylor-Wharton has received
approval for a settlement with Harsco Corp., which sold the
business to the current owners in November 2007 in a $340 million
transaction.  Harsco's $31.9 million claim was settled in return
for approval of a $23.2 million unsecured claim.  Part of the
claim related to termination of the lease for a building in
Harrisburg, Pennsylvania.

                     About Taylor-Wharton

Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. D. Del. Case No. 09-14089).  The Company
listed $10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TEXAS COMMERCIAL: Prepetition Claims Become 'New' Debt Under Plan
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Chief Judge Edith H.
Jones from the 5th U.S. Circuit Court of Appeals in New Orleans
ruled in a May 13 opinion that a creditor didn't violate the
injunction contained in a confirmed Chapter 11 plan by drawing
down a letter of credit securing an obligation to make payments
under the plan.  The decision reversed prior rulings by the lower
courts.

Bloomberg News recounts that the case involved a letter of credit
that the reorganized company posted to insure post-confirmation
payments owing to a creditor who supplied services both before and
after the Chapter 11 plan was approved.  Although the company was
current on payment for services after emerging from Chapter 11, it
defaulted on payments owing under the plan. When the creditor drew
the letter of credit to collect on the plan payments, the
bankruptcy judge ruled that drawing on the letter of credit was a
violation of the injunction in the plan prohibiting action to
collect prebankruptcy debt.  The district court affirmed.

According to Mr. Rochelle, writing for a panel of three judges,
Judge Jones reversed.  She reasoned that the old debt was
extinguished by plan confirmation.  It was replaced by a new
obligation owing under the plan.  Since the creditor was not
collecting an old obligation, there was no violation of the
injunction in the confirmed plan.

The case is Electric Reliability Council of Texas Inc. v.
May (In re Texas Commercial Energy), 08-40890, 5th U.S. Circuit
Court of Appeals (New Orleans).

                      About Texas Commercial

In December 2003, Texas Commercial Energy emerged from bankruptcy
after the approval of its reorganization plan by all parties. TCE
filed for Chapter 11 bankruptcy protection on March 6, 2003, to
protect its customers and gain the time needed to prove that anti-
trust behavior and market manipulation significantly contributed
to its problems.


TP INC: Bankruptcy Administrator Unable to Form Creditors Panel
---------------------------------------------------------------
Majorie K. Lynch, Bankruptcy Administrator for Eastern District of
North Carolina, notified the U.S. Bankruptcy Court that she was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of TP, Inc.

Ms. Lynch explained that there were insufficient indications of
willingness from the unsecured creditors to serve in the
committee.

Boone, North Carolina-based TP, Inc., filed for Chapter 11
bankruptcy protection on March 1, 2010 (Bankr. E.D. N.C. Case No.
10-01594).  David J. Haidt, Esq., at Ayers, Haidt & Trabucco,
P.A., assists the Company in its restructuring effort.  The
Company estimated its assets and liabilities at $10,000,001 to
$50,000,000.


TRIBUNE CO: Lenders Object to Exclusivity Period Extension
----------------------------------------------------------
Bankruptcy Law360 reports that credit agreement lenders in the
Tribune Co. bankruptcy are again fighting the company's request to
extend its period of exclusivity for submitting a Chapter 11 plan
of reorganization, saying another extension will be a waste of
time and resources.  Law360 says the group of lenders lodged its
objection in the U.S. Bankruptcy Court for the District of
Delaware on Thursday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TROPICANA ENT: LandCo Submits 1st Quarter Post-Confirmation Report
------------------------------------------------------------------
Michael Usgaard, corporate controller of the LandCo Debtors,
submitted separate post-confirmation quarterly summary
reports of the LandCo Debtors for the reporting period from
January 1, 2010, to March 31, 2010:

                                    Beginning      Ending
LandCo Debtor                      Cash Balance  Cash Balance
-------------                      ------------  ------------
Adamar of Nevada Corporation                 $0            $0
Hotel Ramada of Nevada Corporation            0             0
Tropicana Development Company LLC             0             0
Tropicana Enterprises                         0             0
Tropicana Las Vegas Holdings, LLC             0             0
Tropicana Las Vegas Resort and Casino LLC     0             0
Tropicana Real Estate Company, LLC            0             0

The Chapter 11 Plan of the LandCo Debtors was confirmed on May 5,
2009, and was subsequently declared effective on July 1, 2009.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000


TROPICANA ENT: OpCo Wants to Reject IP Agreements
-------------------------------------------------
The Reorganized OpCo Debtors, a group of Tropicana entities owning
casinos and resorts in Atlantic City, New Jersey and Evansville,
Indiana, seek to reject all executory contracts and unexpired
leases, if any, involving Intellectual Property Rights granted by
the OpCo Debtors in favor of the LandCo Debtors or the "OpCo to
LandCo IP Agreements" retroactive as of the July 1, 2009 LandCo
Plan Effective Date.

The OpCo to LandCo IP Agreements that the Reorganized OpCo
Debtors seek to reject include, but are not limited to, these
specified agreements:

    * A Trade Name Agreement dated September 1, 1980, as
      amended, by and among Tropicana Enterprises, the Jaffe
      Group, Ramada Inns, Inc., Hotel Ramada of Nevada
      Corporation, and Adamar of New Jersey, Inc.

    * An Amended and Restated Lease dated November 1, 1984, as
      amended.

    * A Trade Name Assignment, Guaranty and Agreement, dated
      December 12, 1989, as amended, by and among Aztar
      Corporation, Ramada Inc., formerly Ramada Inns, Inc.,
      Hotel Ramada of Nevada, Adamar of New Jersey, Inc., the
      Jaffe Group, and Trop C.C.

The Reorganized OpCo Debtors also ask the Bankruptcy Court to
require all proofs of claim arising from the rejection of the
OpCo to LandCo IP Agreements, and all pleadings asserting any
other right arising as a result of the rejection, to be filed no
later than 30 days after the date of entry of an order
authorizing the rejection of the Agreements.

Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, points out that the OpCo Debtors and the
LandCo Debtors are no longer interrelated companies.  They are
wholly separate enterprises that are controlled and operated by
separate managements and boards, and conduct separate and
distinct business operations.  Thus, Mr. Kaufman avers, continued
maintenance of the IP Agreements no longer serves any legal or
business purpose.

Moreover, the Reorganized OpCo Debtors do not receive royalties
or other payments by the Liquidating LandCo Debtors in exchange
for any IP Rights granted to them by the Reorganized OpCo
Debtors, Mr. Kaufman notes.  Thus, the Reorganized OpCo Debtors
do not and will not receive any economic benefit from the
continued maintenance of the OpCo to LandCo IP Agreements.

With respect specifically to the 1980 Trade Name Agreement,
rejection of that agreement will also prevent the potential
forfeiture of the Reorganized OpCo Debtors' ownership rights in
the Tropicana Marks, Mr. Kaufman emphasizes.  "Any such
forfeiture could be severely damaging to the Reorganized OpCo
Debtors and would only serve to provide an unjustified and
inequitable windfall to the [] LandCo Debtors, (which, prior to
confirmation, never purported to even assert any ownership rights
in the Tropicana Marks.)"

Mr. Kaufman relates that a litigation case is pending between the
OpCo Debtors and the LandCo Debtors in relation to the Tropicana
Marks.  After the July 1, 2009, LandCo Effective Date, the LandCo
Debtors commenced an action against the OpCo Debtors in the
District Court for Clark County Nevada, entitled Tropicana Las
Vegas, Inc., Hotel Ramada of Nevada, Inc. v. Aztar Corporation,
Tropicana Entertainment LLC, Case No. 09-A-595469.  The LandCo
Debtors asserted under the Complaint that they are the owners of
the Tropicana trademark rights.  The OpCo Debtors, for their
part, sought dismissal of the LandCo Claims.  Upon consideration
of the parties' summary judgment motions, the Nevada state court
entered a Minute Order which denied both motions.

The Nevada Court suggests that the LandCo Debtors retained a
reversionary interest in the ownership of the Tropicana Marks
under the 1980 Trade Name Agreement.  The Reorganized OpCo
Debtors, however, believe this suggestion was erroneous because
any interest in the Tropicana Marks was reiterated in a 1984
lease, all rights of which was terminated in an amended lease
agreement by the parties in 2002.

The Reorganized OpCo Debtors seek a retroactive effective date of
the proposed rejection of the "OpCo to LandCo IP Agreements,"
Mr. Kaufman elaborates, because the new owners of the LandCo
Debtors were on notice as of July 1, 2009, (i) that the
Reorganized OpCo Debtors were the owners of the Tropicana Marks;
(ii) that any unauthorized use of those marks after July 1, 2009
would be unlawful; and (iii) that the Reorganized OpCo Debtors
contested their right to use the Tropicana Marks from and after
July 1, 2009.

The Reorganized OpCo Debtors also seek to assume all executory
contracts and unexpired leases involving Intellectual Property
Rights granted by the LandCo Debtors in favor of the OpCo Debtors
or the "LandCo to OpCo IP Agreements" that are determined to
exist.

In the alternative, to prevent the inadvertent forfeiture of any
IP Rights pending the final adjudication of the Nevada Action,
the Reorganized OpCo Debtors ask the Bankruptcy Court to defer
consideration of all motions to assume IP Rights until a date to
be determined by the Bankruptcy Court after entry of an order
fully and finally resolving the Nevada Action.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000


TROPICANA ENT: W. Yung, et al., Want Lightsway Suit Dropped
-----------------------------------------------------------
Defendants William J. Yung, III; Wimar Tahoe Corporation,
formerly known as Tropicana Casino and Resorts, Inc.; Columbia
Sussex Corporation; Joe Yung; 1994 William J. Yung Family Trust;
CSC Holdings, LLC; JMBS Casino Trust; and Casuarina Cayman
Holdings, LLC ask the Court to dismiss the Complaint of Lightsway
Litigation Services LLC for failure to state a claim pursuant to
Rules 7008 and 7012 of the Federal Rules of Bankruptcy Procedure,
and Rules 8(a)(2) and 12(b)(6) of the Federal Rules of Civil
Procedure.

In an effort to attach responsibility for the unfortunate
circumstances that led to the bankruptcy of the Debtors,
Lightsway, as trustee of Tropicana Litigation Trust, has
initiated the instant action by filing a fatally flawed Complaint
premised on conclusory averments unsupported by factual
allegations against the Defendants, Sandra G. M. Selzer, Esq., at
Greenberg Traurig, LLP, in Wilmington, Delaware --
selzers@gtlaw.com -- says.

Ms. Selzer asserts that the Complaint should be dismissed for
these reasons:

  (1) The pleading deficiencies in the allegation of Breach of
      Fiduciary Obligation by Defendants Mr. Yung, Wimar, and
      Columbia Sussex make it impossible to discern which of
      the three defendants named had or breached any duty to any
      defendant.

      The clear deficiencies further disallow the application of
      appropriate choice of law analysis and, in turn, do not
      permit a determination of whether the tort claims made (i)
      were timely filed, (ii) are actionable under the law of
      the state that has the most significant contacts, and
      (iii) are amenable to a dispositive defense like the
      Economic Loss Doctrine or Business Judgment Rule.

  (2) The allegation of Breach of Contract against Wimar and
      Columbia Sussex purports to set forth claims that arise
      from the alleged breach of Service Agreements between
      Columbia Sussex and Wimar and largely unspecified
      defendants.  It is axiomatic that in a breach of contract
      claim, Lightsway must adequately plead the existence of an
      enforceable contract, a breach of the terms of the
      contract, and the damages resulting from the breach.

  (3) The allegation of Breach of Good Faith and Fair Dealing
      against Wimar and Columbia Sussex under the Complaint must
      be dismissed because none of the possible jurisdictions
      identified in "somewhat illusory terms" -- Indiana,
      Mississippi, Nevada, and New Jersey -- recognize a breach
      of good faith and fair dealing as an independent cause of
      action.

  (4) The request for Equitable Subordination set forth in only
      the most conclusory language does not adequately allege
      facts that support either a finding of the required
      inequitable conduct by any of the named Equitable
      Subordination Defendants or that any of the three
      Defendants exercised the requisite control over the
      Debtors required by Section 101(31)(B)(iii) of the
      Bankruptcy Code.

In separate filings, the parties sought and obtained approval
from the Court of their stipulation extending until May 21, 2010,
Lightsway's time to respond to the Motion to Dismiss.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000


TRUMP ENTERTAINMENT: Posts $32 Million Net Loss in Q1 2010
----------------------------------------------------------
Trump Entertainment Resorts, Inc. filed its quarterly report on
Form 10-Q, showing a net loss of $32.0 million on $168.4 million
of net revenues for the three months ended March 31, 2010,
compared with a net loss of $65.6 million on $192.3 million of net
revenues for the same period of 2009.

Loss from operations was $21.3 million during the three months
ended March 31, 2010, compared to $26.8 million during the three
months ended March 31, 2009 due to the decrease in net revenues
partially offset by a $29.3 million decrease in total costs and
expenses.  The decrease in total costs and expenses was primarily
due to a $13.1 million decrease in gaming expenses and an
$11 million decrease in reorganization expense and related costs.

Interest expense was $10.9 million during the three months ended
March 31, 2010, compared to $39.3 million during the three months
ended March 31, 2009.

The Company's balance sheet as of March 31, 2010, showed
$1.372 billion in assets and $2.096 billion of liabilities, for a
stockholders' deficit of $723.8 million.

On December 24, 2009, the Debtors and the Ad Hoc Committee filed
with the Bankruptcy Court the AHC/Debtors Plan and AHC/Debtors
Disclosure Statement.

On May 7, 2010, the Bankruptcy Court entered an order confirming
the AHC/Debtors Plan.  The Company anticipates that the effective
date of the AHC/Debtors Plan will occur during the third quarter
of 2010.

If the AHC/Debtors Plan becomes effective, the Debtors will
receive $100 million in available funds upon emergence to fund
their operations and capital expenditures, as well as to repay any
borrowings under the DIP Note Purchase Agreement.

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

               http://researcharchives.com/t/s?623e

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UNI-PIXEL INC: Incurs $2.1 Million Net Loss in Q1 2010
------------------------------------------------------
Uni-Pixel, Inc. filed its quarterly report on Form 10-Q, showing a
net loss of $2,147,271 on $63,536 of revenue for the three months
ended March 31, 2010, compared with a net loss of $1,819,586 on
zero revenue for the same period of 2009.

The Company's balance sheet as of March 31, 2010, showed
$1,277,782 in assets and $4,125,039 of liabilities, for a
stockholders' deficit of $2,847,257.

PMB Helin Donovan, LLP, in Houston, in its report on the Company's
financial statements for the year ended December 31, 2009,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has sustained losses and negative cash flows from
operations since inception.

"Uni-Pixel incurred recurring net losses of $2.1 million and
$1.8 million for the three months ended March 31, 2010, and 2009,
respectively, has negative working capital of $3.2 million and has
an accumulated deficit of $52.1 million as of March 31, 2010.  The
Company's ability to meet its obligations in the ordinary course
of business is dependent upon its ability to establish profitable
operations, raise additional financing through public or private
equity financings, enter into collaborative or other arrangements
with corporate sources, or secure other sources of financing to
fund operations.

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

               http://researcharchives.com/t/s?624a

The Woodlands, Tex.-based Uni-Pixel, Inc. Uni-Pixel, Inc., a
Delaware corporation, is the parent company of Uni-Pixel Displays,
Inc., its wholly-owned operating subsidiary.  The Company's common
stock, par value $0.001 per share, is quoted on the NASDAQ Over
the Counter - Bulletin Board under the ticker symbol "UNXL."
Uni-Pixel is a production stage company delivering its Clearly
Superior(TM) Performance Engineered Films to the Lighting &
Display, Solar and Flexible Electronics market segments.


UNION FOR TRADITIONAL JUDAISM: Files for Ch. 11 in White Plains
---------------------------------------------------------------
Union for Traditional Judaism, a not-for-profit organization that
trains and places rabbis, filed a Chapter 11 bankruptcy petition
on May 14 in White Plains, New York (Bankr. S.D.N.Y. Case No. 10-
22958).

Bill Rochelle at Bloomberg News reports that the Debtor filed for
bankruptcy to facilitate sale of its facility in Teaneck, New
Jersey.  In addition to training rabbis, the Union says in a court
filing that it "supports and encourages traditional Jewish
practices among individuals."

According to the report, a court filing says there is a $1.45
million cash offer to purchase the Teaneck facility.  The Union
says that a sale has been blocked by litigation with Netivot
Shalom, a congregation that uses part of the facility.  The Union
says it intends on using the bankruptcy court to force a sale of
the property.

The petition says assets and debt are both more than $1 million.


VERENIUM CORP: Posts $12 Million Net Loss for First Quarter
-----------------------------------------------------------
Verenium Corporation filed its quarterly report on Form 10-Q,
showing a net loss attributed to Verenium of $12.0 million on
$13.0 million of revenue for the three months ended March 31,
2010, compared with net income attributed to Verenium of
$3.3 million on $14.4 million of revenue for the same period of
2009.

"I'm very pleased with the successful first quarter and start to
2010 Verenium had with both its biofuels and specialty enzymes
business units," said Carlos A. Riva, President and Chief
Executive Officer of Verenium.  "Of note, the $5.0 million in
gross margin generated from enzyme sales for the quarter is a
record for us and is an indication of the strength in that
business."

Product gross margin dollars increased to $5.0 million in the
first quarter ended March 31, 2010, versus $4.8 million for the
same period in the prior year, due primarily to an increase in the
royalty on Phyzyme profits received from Danisco, combined with an
increase in sales of higher margin enzyme products.

As of March 31, 2010, the Company had unrestricted cash and cash
equivalents totaling roughly $15.5 million compared to
$32.1 million as of December 31, 2009.  A significant portion of
the decrease in cash and cash equivalents is due to the
deconsolidation of Vercipia cash and cash equivalents of roughly
$7.2 million, based upon authoritative accounting guidance
effective on January 1, 2010.

The Company's balance sheet as of March 31, 2010, showed
$149.4 million in assets, $135.9 million of liabilities, and
$13.5 million of stockholders' equity.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009.

"The Company has incurred a net loss of $12.0 million for the
three months ended March 31, 2010, and has an accumulated deficit
of $637.9 million as of March 31, 2010.  Based on the Company's
current operating plan, its existing working capital will not be
sufficient to meet the cash requirements to fund the Company's
planned operating expenses, capital expenditures, required and
potential payments under the 2007 Notes, the 2008 Notes, and the
2009 Notes, and working capital requirements through December 31,
2010, without additional sources of cash and/or the deferral,
reduction or elimination of significant planned expenditures."

These factors raise substantial doubt about the Company's ability
to continue as a going concern.

A full-text copy of the press release is available for free at:

               http://researcharchives.com/t/s?6245

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

               http://researcharchives.com/t/s?6244

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- operates in two business segments,
biofuels and specialty enzymes.  The Company's biofuels business
segment operates through its wholly-owned subsidiary, Verenium
Biofuels Corporation, and is focused on developing unique
technical and operational capabilities designed to enable the
production and commercialization of biofuels, in particular
ethanol produced from cellulosic biomass.  The Company's specialty
enzymes segment develops high-performance enzymes for use within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets to enable higher throughput, lower
costs, and improved environmental outcomes.


VYTERIS INC: Reports $3.2 Million Net Loss for March 31 Quarter
---------------------------------------------------------------
Vyteris, Inc., reported a net loss of $3,206,293 for the three
months ended March 31, 2010, from a net loss of $1,662,401 for the
same period in 2009.  Total revenues were $14,323 for the 2010
first quarter from $814,487 for the 2009 first quarter.

At March 31, 2010, the Company had total assets of $3,551,507
against total liabilities of $13,033,654, resulting in
stockholders' deficit of $9,482,147.  The March 31, 2010 balance
sheet showed strained liquidity: The Company had total current
assets of $1,816,956 against total current liabilities of
$9,984,423.

In its March 2010 Form 10-Q report, the Company said there is
substantial doubt about its ability to continue as a going
concern.  On March 31, 2010, the Company's cash position was $1.7
million, and it had a working capital deficit of $8.2 million.
The Company said it implemented several cost reduction measures in
2009, including headcount and salary reductions, reducing the
level of effort spent on research and development programs,
general decrease in overhead costs and renegotiation of its cost
structures with its vendors.

In December 2009, Ferring discontinued its collaborative effort
with the Company for its joint infertility project.  As reported
by the Troubled Company Reporter, the Company on April 9, 2010,
received notice from Ferring that the Company was in breach of its
obligations under the arrangements between the two entities for
failure to make payments to Ferring with respect to development
costs and demanded payment in the amount of $1.7 million by April
30, 2010.  The Company does not concur as to the calculation of
the amount owed and will endeavor to resolve the sum due with
Ferring.  Ferring has agreed to forbear from exercising any
remedies against the Company for a period of 30 days from April
30, 2010, thus extending the date by which payment must be made to
May 30, 2010.  The Company intends to continue to work with
Ferring to arrive at a mutually acceptable resolution to the
outstanding matters between the two entities.

"Unless we are able to raise additional funding, we may be unable
to continue operations.  Especially in the current economic
climate, additional funding may not be available on favorable
terms or at all.  Failure to obtain such financing would require
management to substantially curtail operations, which would result
in a material adverse effect on our financial position and results
of operations.  In the event that we do raise additional capital
through a borrowing, the covenants associated with existing debt
instruments may impose substantial impediments on us," the Company
said.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?6258

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.


VYTERIS INC: Closes Sale of $725,000 Promissory Notes Due 2013
--------------------------------------------------------------
Vyteris, Inc., on May 6, 2010, consummated a private placement to
accredited investors of $725,000 principal amount of Senior
Subordinated Convertible Promissory Notes due 2013.  The sale of
the Notes also included issuance to Investors of five-year
warrants to purchase an aggregate of 3,625,000 shares of Vyteris'
common stock with an exercise price of $0.25 per share.  This
closing was the final closing of the private placement of Notes.
Spencer Trask Ventures, Inc. acted as placement agent in
connection with the private placement.

The Notes bear no interest and are convertible into common stock
of Vyteris at the option of the Investors at an initial conversion
price of $0.20 per share.  In addition, the Notes automatically
convert into common stock of Vyteris if the closing bid price of
Vyteris' common stock equals or exceeds 300% of the conversion
price for a period of twenty consecutive trading days.  Vyteris
provided customary "piggyback" registration rights for a 24-month
period to the Investors with respect to the shares of common stock
of Vyteris underlying the Notes and warrants.

In connection with the final closing, Vyteris received net
proceeds of $605,337 after payment of an aggregate of $94,250 of
commissions and expense allowance to the placement agent and
approximately $25,412 of other offering and related costs.  The
placement agent also received warrants to purchase 1,450,000
shares of Vyteris' common stock (725,000 warrants at an exercise
price of $0.20 and 725,000 warrants at an exercise price of $0.25)
bearing substantially the same terms as the Investor warrants.

This private placement transaction to accredited investors is
exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof and Regulation D,
promulgated thereunder.

                           About Vyteris

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

At March 31, 2010, the Company had total assets of $3,551,507
against total liabilities of $13,033,654, resulting in
stockholders' deficit of $9,482,147.  The March 31, 2010 balance
sheet showed strained liquidity: The Company had total current
assets of $1,816,956 against total current liabilities of
$9,984,423.

In its March 2010 Form 10-Q report, the Company said there is
substantial doubt about its ability to continue as a going
concern.

In December 2009, Ferring discontinued its collaborative effort
with the Company for its joint infertility project.  As reported
by the Troubled Company Reporter, the Company on April 9, 2010,
received notice from Ferring that the Company was in breach of its
obligations under the arrangements between the two entities for
failure to make payments to Ferring with respect to development
costs and demanded payment in the amount of $1.7 million by April
30, 2010.  The Company does not concur as to the calculation of
the amount owed and will endeavor to resolve the sum due with
Ferring.  Ferring has agreed to forbear from exercising any
remedies against the Company for a period of 30 days from April
30, 2010, thus extending the date by which payment must be made to
May 30, 2010.  The Company intends to continue to work with
Ferring to arrive at a mutually acceptable resolution to the
outstanding matters between the two entities.

"Unless we are able to raise additional funding, we may be unable
to continue operations.  Especially in the current economic
climate, additional funding may not be available on favorable
terms or at all.  Failure to obtain such financing would require
management to substantially curtail operations, which would result
in a material adverse effect on our financial position and results
of operations.  In the event that we do raise additional capital
through a borrowing, the covenants associated with existing debt
instruments may impose substantial impediments on us," the Company
said.


WASHINGTON MUTUAL: FDIC & PBGC Object to Plan Outline
-----------------------------------------------------
Bankruptcy Law360 reports that the Federal Deposit Insurance Corp.
and Pension Benefit Guaranty Corp. are objecting to the proposed
disclosure statement for Washington Mutual Inc., arguing it is
premised on an unlikely global settlement of substantial pending
litigation.  A proposed settlement that would resolve claims
against WaMu, its new owner JPMorgan Chase Bank NA and the FDIC is
only a draft and not all parties have yet agreed, according to
Law60.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Files Amended Plan of Reorganization
-------------------------------------------------------
Washington Mutual, Inc. has filed with the United States
Bankruptcy Court for the District of Delaware an Amended Plan of
Reorganization (the "Plan") and Disclosure Statement.

The Plan contemplates the implementation of a global settlement
agreement among WMI, the Federal Deposit Insurance Corporation and
JPMorgan Chase Bank, N.A.  The terms are reflected in the Amended
Plan and Disclosure Statement filed with the Bankruptcy Court.

As previously announced, the Plan, under which the Settlement will
be implemented, contemplates, among other things:

WMI will establish a liquidating trust to make distributions to
creditors on account of their allowed claims.  In accordance with
the terms of the Plan, the trust will distribute funds in excess
of approximately $7 billion, including approximately $4 billion of
previously disputed funds on deposit with JPMC.

It is anticipated that the reorganized WMI will undertake a rights
offering pursuant to which certain creditors will receive a right
to purchase newly issued shares of reorganized WMI common stock.
The reorganized WMI will retain equity interests in WMI Investment
Corp. and WM Mortgage Reinsurance Company.

JPMC will assume certain liabilities related to benefit plans
(including the pension plan sponsored by WMI).

The various litigations involving WMI, JPMC and FDIC will be
stayed or dismissed.  In addition, JPMC and the FDIC (in its
capacity as receiver of Washington Mutual Bank and in its
corporate capacity) will withdraw claims against WMI's bankruptcy
estate and the parties will exchange mutual releases.

Preferred and common equity securities previously issued by WMI
will be cancelled.

The Bankruptcy Court will hold a hearing on May 19, 2010 to
consider approval of the Disclosure Statement.  Following approval
of the Disclosure Statement, WMI will ask the Bankruptcy Court to
confirm the Plan.

The Disclosure Statement filed today contains historical
information regarding WMI and certain of its affiliates, a
description of proposed distributions to creditors, an analysis of
the Plan's feasibility, as well as many of the technical matters
required for the solicitation process, such as descriptions of who
will be eligible to vote on the Plan and the voting process
itself.

WMI's Plan and Disclosure Statement are available at
www.kccllc.net/wamu. T he Plan is subject to confirmation by the
Court.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WAVE SYSTEMS: Acquires 2 Storage Security Patents for $1.1MM
------------------------------------------------------------
Wave Systems Corp. on May 7, 2010, entered into a Patent Purchase
Agreement with Antique Books, Inc. and Robert Thibadeau, Ph.D.
pursuant to which the Company acquired two U.S. patents pertaining
to the methods and systems for promoting security in a computer
employing attached storage devices for an aggregate purchase price
of $1.1 million in cash.

The patents (U.S. patents #7,036,020 and #7,426,747) describe
certain elements of core technology underlying self-encrypting
hard drives.  Mr. Thibadeau is a noted computer security expert
who joined Wave in February 2010 as Senior Vice President and
Chief Scientist.  Mr. Thibadeau is the sole shareholder of Antique
Books.  The patents were issued in 2006 and 2008 and are valid
until 2021.

"These patents cover certain core specifications of self-
encrypting hard drives, making them an important addition to our
existing IP portfolio," said Steven Sprague, CEO & President of
Wave. "We believe that these assets can help to strengthen our
position in the emerging hardware security market and that it
furthers Wave's strategic and commercial interest to have these as
part of our IP portfolio. "

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

At March 31, 2010, the Company had total assets of $9,485,633
against total liabilities of $7,702,494, resulting in
stockholders' deficit of $1,783,139.

In its March 2010 quarterly on Form 10-Q, Wave said substantial
doubt exists with respect to its ability to continue as a going
concern, due to its current cash position, its capital needs over
the next 12 months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
our sales forecast for products and services.  Wave noted it has
had substantial operating losses since its inception, and as of
March 31, 2010, had an accumulated deficit of $348,800,290.  Wave
also expects to incur an operating loss for the fiscal year 2010.
As of March 31, 2010, Wave had positive working capital of
$1,571,032.


WAVE SYSTEMS: Posts $764,175 Net Loss for March 31 Quarter
----------------------------------------------------------
Wave Systems Corp. reported a net loss of $764,175 for the three
months ended March 31, 2010, from a net loss of $1,523,233 for the
same period in 2009.  Total net revenues from licensing and
servicing were $5,869,428 for the 2010 first quarter from
$4,034,181 for the 2009 first quarter.

At March 31, 2010, the Company had total assets of $9,485,633
against total liabilities of $7,702,494, resulting in
stockholders' deficit of $1,783,139.

In its March 2010 quarterly on Form 10-Q, Wave said substantial
doubt exists with respect to its ability to continue as a going
concern, due to its current cash position, its capital needs over
the next 12 months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
our sales forecast for products and services.  Wave noted it has
had substantial operating losses since its inception, and as of
March 31, 2010, had an accumulated deficit of $348,800,290.  Wave
also expects to incur an operating loss for the fiscal year 2010.
As of March 31, 2010, Wave had positive working capital of
$1,571,032.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the 12-months ending March 31, 2011.  Given the
uncertainty with respect to Wave's revenue forecast for the 12-
months ending March 31, 2011, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the 12-
months ending March 31, 2011.  As of March 31, 2010, Wave had
approximately $5.1 million of cash on hand and positive working
capital of approximately $1.6 million.  Considering its current
cash balance and Wave's projected operating cash requirements, the
Company projects it will have enough liquid assets to continue
operating through March 31, 2011.

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?624b

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?624c

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.


WAVE SYSTEMS: 2010 Annual Stockholders' Meeting Set for June 21
---------------------------------------------------------------
The 2010 Annual Meeting of Stockholders of Wave Systems Corp. will
be held at 4:00 p.m. on June 21, 2010 at The New York Helmsley
Hotel, 212 East 42nd Street, in New York, for these purposes:

     1. To re-elect John E. Bagalay, Jr., Nolan Bushnell, George
        Gilder, John E. McConnaughy, Jr. and Steven Sprague as
        directors of the Company to hold office until the next
        Annual Meeting and until their successors are duly elected
        and qualified;

     2. Ratification of the appointment of KPMG LLP as the
        Company's independent registered public accounting firm
        for 2010; and

     3. To transact such other business as may properly come
        before the Annual Meeting or at any adjournments or
        postponements thereof.

The Board of Directors has fixed the close of business on May 3,
2010, as the record date for the determination of the stockholders
entitled to notice of, and to vote at, the Annual Meeting of
Stockholders and at any adjournments or postponements thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?624d

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

At March 31, 2010, the Company had total assets of $9,485,633
against total liabilities of $7,702,494, resulting in
stockholders' deficit of $1,783,139.

In its March 2010 quarterly on Form 10-Q, Wave said substantial
doubt exists with respect to its ability to continue as a going
concern, due to its current cash position, its capital needs over
the next 12 months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
our sales forecast for products and services.  Wave noted it has
had substantial operating losses since its inception, and as of
March 31, 2010, had an accumulated deficit of $348,800,290.  Wave
also expects to incur an operating loss for the fiscal year 2010.
As of March 31, 2010, Wave had positive working capital of
$1,571,032.


WHITE BIRCH: S&P Sees Poor Recovery on CCAA & Ch. 11 Proceedings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
White Birch Paper Co.'s first-lien term loan to '6' from '4',
indicating our expectation of negligible (0% to 10%) recovery upon
the conclusion of proceedings under the Companies' Creditors
Arrangement Act in Canada and Chapter 11 in the U.S. The issue-
level rating on the first-lien term loan remains at 'D'. At the
same time, S&P withdrew the 'D' issue-level and '1' recovery
ratings on the company's asset-based revolving credit facility,
which was repaid in full in March 2010 with a portion of the
proceeds of the company's $140 million debtor-in-possession (DIP)
financing.

"The recovery rating revision reflects our expectation that after
we deduct priority claims, which include claims under the DIP
facility, from our estimated gross enterprise value of
approximately $140 million, only a nominal amount of enterprise
value would remain to cover the first-lien term loan," said
Standard & Poor's credit analyst Andy Sookram. "As a result, we
have revised the recovery rating to '6' on the first-lien term
loan."

"We plan to withdraw our ratings on White Birch's first-lien and
second-lien term debt shortly. As a result, these ratings will not
be subject to any further surveillance or review.

   RATINGS LIST

   White Birch Paper Co.
    Corporate Credit Rating             D/--/--
    Senior Secured First-Lien Term Ln   D
    Senior Sec. Second-Lien Term Ln     D
     Recovery Rating                    6

                                        To                 From
   Rating Revised

   White Birch Paper Co.
    First-Lien Term Loan
     Recovery Rating                    6                  4

   Ratings Withdrawn
                                        To                 From
   White Birch Paper Co.
   Senior Sec. Revolving Credit Fac     NR                 D
     Recovery Rating                    NR                 6


XERIUM TECHNOLOGIES: Court Enters Order Confirming Prepack Plan
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Prepackaged Chapter 11 Plan of
Reorganization filed by Xerium Technologies, Inc., and its debtor
affiliates on May 12, 2010, after determining that the Plan
satisfies the requirements of Section 1129(a) of the Bankruptcy
Code.

Judge Carey also approved the Disclosure Statement explaining the
Prepackaged Plan having found that it contains adequate
information under Section 1125(a)(1).

Judge Carey presided over a combined Disclosure Statement and
Plan Confirmation Hearing on May 12.  Before the hearing, the
Debtors submitted a proposed confirmation order stepping the
Court through the 16 requirements for confirmation under Section
1129(a).  Judge Carey signed the proposed confirmation order as
filed.

The Court has determined that the indicative total enterprise
value for the Debtors of $715 million is a reasonable
determination of their going concern value as of the Effective
Date; reflects a fair resolution of the positions of the Debtors'
significant stakeholders with respect to the Debtors' going
concern value as of the Effective Date; and is supported by the
extensive negotiations of the Debtors and their significant
stakeholders in achieving the resolution.

The plan confirmation objection of Privet Fund Management, LLC,
and Tiburon Capital Management, LLC, is overruled in all respects
for all reasons stated at the Disclosure Statement and Plan
Confirmation Hearing held on May 12.  Privet and Tiburon, after
entry of the Confirmation Order, withdrew their plan objection.
All other objections that have not been withdrawn prior to the
entry of the Confirmation Order or are not cured by the
Confirmation Order are deemed overruled.  All withdrawn
objections, if any, are deemed withdrawn with prejudice.

To the extent not previously satisfied pursuant to the prior
order of the Court, all valid claims relating to reclamation
demands given in accordance with Section 546(a) will be satisfied
pursuant to the Plan and all Reclamation Demands given to any of
the Debtors that have not been withdrawn prior to the entry of
the Confirmation Order are deemed withdrawn with prejudice.

One Tech Westborough, LLC, will be allowed a claim pursuant to
Section 502(b)(6) in the aggregate amount of $417,352 in full and
final satisfaction of all its claims.

The Xerium Inc. Union Pension Plan and the Xerium Inc. Pension
Plan for US Salaried and Non-Union Hourly Employees will be
assumed under the Plan by Debtor Stowe Woodward LLC.

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/xeriumplanconforder.pdf

                     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)


XERIUM TECHNOLOGIES: Rule 2015.3 Reports Due June 30
----------------------------------------------------
Xerium Technologies Inc. received an extension until June 30,
2010, of the deadline to file reports pursuant to Rule 2015.3 of
the Federal Rules of Bankruptcy Procedure.

                     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)


XERIUM TECHNOLOGIES: Schedules Deadline Extended Until June 30
--------------------------------------------------------------
The Bankruptcy Court gave Xerium Technologies Inc. and its units
until June 30, 2010, to file their schedules of assets and
liabilities and statements of financial affairs.

                     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)


* Fitch Affirms Individual Ratings of 8 Major Credit Unions at E
----------------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings (IDRs) at 'A+' and 'F1+', respectively, of the eight major
corporate credit unions that it rates. The Rating Outlook is
Stable.

The affirmation of the IDRs is based on the National Credit Union
Administration's (NCUA) continued support for these companies.
Most recently, the NCUA has demonstrated its support by extending
a waiver that permits corporate credit unions to operate below
minimum regulatory capital requirements. Additionally, NCUA is in
the process of developing a plan to remove approximately $50
billion of problem securities from the corporate credit union
system.

The IDRs reflect the companies' '1' support and 'A+' support floor
ratings, which acknowledge the government support provided and
emphasizes the importance of government support in assessing
probability of default. Therefore, given this continued support,
Fitch believes that the existing support ratings, support floors,
and IDRs remain appropriate at this time. As such, the Outlook is
Stable. Additionally, Fitch believes that the corporate credit
unions will continue to benefit from government support throughout
the planned restructuring of the corporate credit union network
and the implementation of new regulations. However, Fitch
recognizes that a restructuring of the network could potentially
lessen the level support provided to these companies in the
future.

The Individual ratings of the corporate credit unions rated by
Fitch are at 'E', reflecting that these companies still have
serious capital challenges and largely operate below regulatory
capital minimums. Further, with the exception of Eastern Corporate
Federal Credit Union (EasCorp) and Mid-Atlantic Corporate Federal
Credit Union (Mid-Atlantic), the corporate credit unions operate
with total capital ratios below mandatory regulatory requirements
necessitating regulatory forbearance from the NCUA, and in the
case of Constitution Corporate Federal Credit Union (CCFCU),
operating under special regulatory assistance related to its
depleted capital position. The capital positions of these
corporate credit unions, like all corporate credit unions, have
been affected by a full impairment of their capital investment in
U.S. Central Federal Credit Union (USC), and several of these
institutions have been affected by material losses in their own
investment portfolios. Additionally, for certain institutions,
there is a heightened risk of regulatory intervention due to the
corporate credit unions' respective weak capital position and the
prospect of future losses in their investment book. Should any
institution require regulatory intervention, Fitch would expect
the level of governmental support for the company to remain
unchanged.

While the Individual ratings for Fitch's universe of rated
corporate credit unions have been affirmed at 'E'(which denotes a
company that requires or will likely require external support),
Fitch considers these companies as failures for the purpose of
assessing failure in Fitch's statistics and studies of corporate
failures. In Fitch's opinion, these institutions would likely have
defaulted if not for being beneficiaries of significant external
support. The corporate credit unions continue to benefit from the
various support mechanisms put in place to maintain liquidity in
the corporate credit union system and as noted above, most of the
corporate credit unions currently require regulatory forbearance
from the NCUA given their weak capital positions.

Fitch has affirmed the following ratings:

Central Corporate Credit Union
--Long-term IDR at 'A+';
--Short-term IDR at 'F1+'
--Short-term debt at 'F1+';
--Individual at 'E',
--Support at '1';
--Support Floor at 'A+'.

Constitution Corporate Federal Credit Union
--Long-term IDR at 'A+';
--Short-term IDR at 'F1+';
--Short-term debt at 'F1+';
--Individual at 'E';
--Support at '1';
--Support Floor at 'A+'.

Eastern Corporate Federal Credit Union
--Long-term IDR at 'A+';
--Short-term IDR at 'F1+';
--Short-term debt at 'F1+';
--Individual at 'E';
--Support at '1';
--Support Floor at 'A+'.

First Corporate Credit Union
--Long-term IDR at 'A+';
--Short-term IDR at 'F1+';
--Individual at 'E';
--Support at '1';
--Support Floor at 'A+'.

Mid-Atlantic Corporate Federal Credit Union
--Long-term IDR at 'A+';
--Short-term IDR at 'F1+';
--Individual at 'E';
--Support at '1';
--Support Floor at 'A+'.

Members United Corporate Federal Credit Union
--Long-term IDR at 'A+';
--Short-term IDR at 'F1+';
--Short-term debt at 'F1+';
--Individual at 'E';
--Support at '1';
--Support Floor at 'A+'.

Southeast Corporate Federal Credit Union
--Long-term IDR at 'A+';
--Short-term IDR at 'F1+';
--Short-term debt at 'F1+';
--Individual at 'E';
--Support at '1';
--Support Floor at 'A+'.

Southwest Corporate Federal Credit Union
--Long-term IDR at 'A+';
--Short-term IDR at 'F1+';
--Short-term debt at 'F1+';
--Individual at 'E';
--Support at '1';
--Support Floor at 'A+'.


* Poll Shows US City, Not Sovereign, More Likely to Default
-----------------------------------------------------------
Amid the economic turmoil in Greece, more restructuring experts
believe that a major U.S. municipality default is more likely than
is a sovereign debt default at some point in 2010 or 2011.  Some
90% of restructuring pros polled last week predicted a major U.S.
city will default this year or next, versus 63% who anticipate the
default of a country in the same time period, according to an
informal but closely watched annual survey by AlixPartners, the
global business-advisory firm.

"In our 2009 survey of restructuring professionals, a large number
pointed to municipalities as the top upcoming problem sector of
the U.S. economy," said Peter Fitzsimmons, AlixPartners' president
of North America and co-head of the firm's Turnaround and
Restructuring Services practice.  "Clearly, that sentiment has
only intensified.  On a more positive note, however, 60% of those
surveyed say they don't believe the U.S. will experience a double-
dip recession."

The survey was conducted last week among 91 bankruptcy lawyers,
bankers, fund managers and other restructuring professionals to
gauge expectations around a host of issues, including economic
growth, financial reform, employment, bankruptcy trends and
government fiscal health.

When asked where a sovereign debt default would most likely occur
geographically, 74% said Europe; another 12% pointed to South
America, while 8% cited the Middle East.  Asia and North America
each were cited by only 1% of the respondents.

The poll unearthed a surprising dichotomy of opinion on the
current health of corporate America. Approximately one-third (31%)
of the restructuring experts said they believe U.S. bankruptcy
filings will jump by more than 15% during the coming 12 months,
despite the record number of filings in 2009.  At the same time,
however, 33% said the increase in the number of filings will come
in somewhere between 1% and 6%.

The survey also found that a near-unanimous majority, or 97%, of
experts believe the recent trend of prepackaged, pre-arranged and
accelerated bankruptcies will continue in 2010 and beyond.  Again,
in almost unanimous agreement, 98% of respondents believe that
corporate bankruptcies in 2010 will be seen mostly in middle-
market companies (those with assets of less than $1 billion).
Additionally, 82% of respondents said an accelerated proceeding is
a better solution for all involved in large-cap-company
restructurings either "always" or "a majority of the time."

This survey was taken in the midst of a year in which many
companies have received temporary relief from their debt woes
thanks to "amend-and-extend" maturities arrangements.  But that is
no panacea, according to Lisa Donahue, a managing director at
AlixPartners and co-head of the Turnaround and Restructuring
Services practice.

"I think this trend underscores the ongoing need for companies,
regardless of industry, to aggressively manage liquidity and
improve operations during these tumultuous times," said Donahue.
"Many companies with weak balance sheets are now being allowed
some 'runway' to hopefully deal with underlying operating issues.
However, without improved operational performance, a looming
maturity, even one 12 months out, is still problematic."  In
examining the U.S. economic outlook, the survey found that the
vast majority, or 72%, anticipates that the country's unemployment
rate will be somewhere between 7% and 9% at the end of 2010.
However, the balance of the restructuring experts - or 28% of
those polled - believe unemployment will rise to the 10% to 12%
range.

In terms of expectations for GDP growth this year, there was broad
disagreement in the survey.  Roughly one-third of respondents, or
33%, believe 2010 GDP growth will be anywhere from 2% to 3%, while
29% say it will be higher than 3%.  The other 28% believe growth
will be in the 1% to 2% range.

Approximately 75% say that another economic stimulus package won't
be needed in 2010 or 2011.

Most U.S. restructuring experts sounded a dour note on the
prospects of success for the major financial reform packages now
before Congress.  Asked whether such reforms would fix the
fundamental issues behind the recent financial crisis, 91% said
"no."  When asked, "Which (political) party is best situated to
facilitate an effective, post-financial crisis restructuring of
America," 42% said Republicans, while 20% pointed to Democrats.
Tellingly, however, fully 38% answered "other."

                     About AlixPartners

AlixPartners LLP -- http://www.alixpartners.com/-- is a global
business-advisory firm offering comprehensive services to improve
corporate performance, execute corporate turnarounds, and provide
litigation consulting and forensic accounting services.  The
firm's specialty is urgent, high-impact situations when results
really matter.  The firm has more than 900 professionals in 14
offices across North America,
Europe and Asia.

Contact:

    Healy Corporate Communications
    Sean Healy
    Tel: 201-218-2039
    E-mail: sean@healycorp.com

    -- or --

    Tim Yost
    Tel: 248-204-8689
    E-mail: tyost@alixpartners.com


* Pachulski Stang Bankruptcy Lawyer Joins Venable LLP
-----------------------------------------------------
Veteran bankruptcy attorney Hamid Rafatjoo has joined Venable LLP
from the Los Angeles-based bankruptcy boutique firm Pachulski
Stang Ziehl & Jones LLP, according to Bankruptcy Law360.

Law360 says Rafatjoo officially began his new job May 6 as a
partner in Venable's L.A. office.  Prior to that, he spent 10
years at Pachulski Stang.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                        Total
                                             Total     Share-
                                 Total     Working   Holders'
                                Assets     Capital     Equity
  Company          Ticker        ($MM)      ($MM)      ($MM)
  -------          ------       ------     -------   --------
ACCO BRANDS CORP   ABD US       1,062.7      240.1     (118.0)
AFC ENTERPRISES    AFCE US        116.6       (2.7)     (18.2)
ALEXZA PHARMACEU   ALXA US         67.1       24.2      (18.8)
ALLIANCE DATA      ADS US       7,919.8    3,352.2      (53.6)
AMER AXLE & MFG    AXL US       1,967.6       (0.3)    (545.4)
AMR CORP           AMR US      25,525.0   (1,407.0)  (3,892.0)
ARIAD PHARM        ARIA US         50.4       (8.2)    (110.8)
ARRAY BIOPHARMA    ARRY US        131.5       21.5     (109.5)
ARVINMERITOR INC   ARM US       2,769.0      345.0     (877.0)
AUTOZONE INC       AZO US       5,425.0     (100.6)    (421.7)
BLUEKNIGHT ENERG   BKEP US        303.6      (15.3)    (147.2)
BOARDWALK REAL E   BEI-U CN     2,378.3        -        (45.0)
BOARDWALK REAL E   BOWFF US     2,378.3        -        (45.0)
CABLEVISION SYS    CVC US       7,364.2       54.8   (6,201.5)
CARDTRONICS INC    CATM US        449.3      (36.6)      (2.3)
CC MEDIA-A         CCMO US     17,400.0    1,279.2   (7,054.8)
CENTENNIAL COMM    CYCL US      1,480.9      (52.1)    (925.9)
CENVEO INC         CVO US       1,563.5      212.7     (180.6)
CHENIERE ENERGY    CQP US       1,883.2       37.6     (491.7)
CHENIERE ENERGY    LNG US       2,736.6      212.8     (468.7)
CHOICE HOTELS      CHH US         360.6       (6.3)    (115.0)
CINCINNATI BELL    CBB US       2,589.6       (3.3)    (634.6)
COMMERCIAL VEHIC   CVGI US        276.8      105.5      (10.7)
CONSUMERS' WATER   CWI-U CN       895.2       (5.3)    (254.9)
CUMULUS MEDIA-A    CMLS US        323.1      (32.4)    (372.3)
DENNY'S CORP       DENN US        313.7      (24.7)    (119.0)
DISH NETWORK-A     DISH US      8,689.0      305.1   (1,850.3)
DOMINO'S PIZZA     DPZ US         427.6       92.8   (1,290.0)
DUN & BRADSTREET   DNB US       1,699.5     (454.1)    (778.3)
EASTMAN KODAK      EK US        7,178.0    1,588.0      (53.0)
EPICEPT CORP       EPCT SS          6.3        0.2      (12.7)
EXELIXIS INC       EXEL US        284.2      (32.7)    (199.3)
FORD MOTOR CO      F US       195,485.0   (7,269.0)  (5,437.0)
FORD MOTOR CO      F BB       195,485.0   (7,269.0)  (5,437.0)
GENCORP INC        GY US        1,018.7      114.6     (268.0)
GLG PARTNERS-UTS   GLG/U US       403.5      155.5     (285.9)
GRAHAM PACKAGING   GRM US       2,126.4      187.6     (629.0)
GREAT ATLA & PAC   GAP US       2,827.2      201.3     (396.4)
HALOZYME THERAPE   HALO US         65.2       48.9       (3.2)
HEALTHSOUTH CORP   HLS US       1,716.1       90.6     (474.5)
HOVNANIAN ENT-A    HOV US       2,100.2    1,222.4     (110.7)
IDENIX PHARM       IDIX US         61.0       16.8      (20.7)
INCYTE CORP        INCY US        502.7      332.9     (114.4)
INTERMUNE INC      ITMN US        190.9      102.8      (21.3)
IPCS INC           IPCS US        559.2       72.1      (33.0)
JAZZ PHARMACEUTI   JAZZ US        106.7      (31.2)     (69.0)
JUST ENERGY INCO   JE-U CN      1,387.1     (387.0)    (356.5)
KNOLOGY INC        KNOL US        641.7       30.9      (28.3)
LIBBEY INC         LBY US         776.9      128.0      (18.3)
LIN TV CORP-CL A   TVL US         780.6       22.9     (164.2)
LINEAR TECH CORP   LLTC US      1,615.8      742.7      (50.7)
LORILLARD INC      LO US        2,902.0      718.0      (37.0)
MAGMA DESIGN AUT   LAVA US        123.3       (3.4)      (7.2)
MAGUIRE PROPERTI   MPG US       3,517.3        -       (830.6)
MANNKIND CORP      MNKD US        243.3        8.5     (100.9)
MEAD JOHNSON       MJN US       1,996.7      319.9     (583.7)
METALS USA HOLDI   MUSA US        655.4      294.1      (43.0)
MOODY'S CORP       MCO US       2,003.3     (138.9)    (534.0)
NATIONAL CINEMED   NCMI US        620.4      106.9     (462.7)
NAVISTAR INTL      NAV US       9,126.0    1,277.0   (1,622.0)
NEUROGESX INC      NGSX US         43.6       28.7       (8.3)
NEWCASTLE INVT C   NCT US       3,471.2        -     (1,117.8)
NEXSTAR BROADC-A   NXST US        619.8       36.9     (176.3)
NPS PHARM INC      NPSP US        140.4       95.2     (227.6)
PALM INC           PALM US      1,007.2      141.7       (6.2)
PDL BIOPHARMA IN   PDLI US        358.3      (83.5)    (501.1)
PETROALGAE INC     PALG US          7.1       (9.8)     (43.8)
PRIMEDIA INC       PRM US         236.5       (2.2)    (103.3)
PROTECTION ONE     PONE US        562.9       (7.6)     (61.8)
QWEST COMMUNICAT   Q US        19,362.0     (585.0)  (1,120.0)
REGAL ENTERTAI-A   RGC US       2,588.9     (168.9)    (260.7)
REVLON INC-A       REV US         765.8       63.9   (1,027.2)
RSC HOLDINGS INC   RRR US       2,669.6      (66.1)      (9.8)
RURAL/METRO CORP   RURL US        286.2       38.7     (100.9)
SALLY BEAUTY HOL   SBH US       1,531.5      366.1     (553.1)
SANDRIDGE ENERGY   SD US        2,971.7      (33.9)    (171.3)
SEALY CORP         ZZ US        1,011.9      173.1      (92.3)
SINCLAIR BROAD-A   SBGI US      1,576.6       48.1     (187.8)
SOUTHGOBI ENERGY   1878 HK        560.7      388.8       (2.8)
SOUTHGOBI ENERGY   SGQ CN         560.7      388.8       (2.8)
SUN COMMUNITIES    SUI US       1,173.3        -       (118.3)
TALBOTS INC        TLB US         825.8     (261.9)    (185.6)
TAUBMAN CENTERS    TCO US       2,572.3        -       (494.8)
TEAM HEALTH HOLD   TMH US         797.4       52.1      (58.6)
TENNECO INC        TEN US       3,034.0      203.0      (14.0)
THERAVANCE         THRX US        249.9      196.6     (113.0)
UAL CORP           UAUA US     19,952.0   (1,019.0)  (2,887.0)
UNISYS CORP        UIS US       2,711.8      320.6   (1,221.7)
UNITED RENTALS     URI US       3,584.0       30.0      (48.0)
US AIRWAYS GROUP   LCC US       7,808.0     (445.0)    (447.0)
VECTOR GROUP LTD   VGR US         743.1      231.5      (13.4)
VENOCO INC         VQ US          799.5       10.6     (127.6)
VIRGIN MOBILE-A    VM US          307.4     (138.3)    (244.2)
WABASH NATIONAL    WNC US         249.0     (154.6)     (62.4)
WARNER MUSIC GRO   WMG US       3,752.0     (557.0)    (116.0)
WEIGHT WATCHERS    WTW US       1,093.0     (408.5)    (700.1)
WORLD COLOR PRES   WC CN        2,641.5      479.2   (1,735.9)
WORLD COLOR PRES   WCPSF US     2,641.5      479.2   (1,735.9)
WORLD COLOR PRES   WC/U CN      2,641.5      479.2   (1,735.9)
WR GRACE & CO      GRA US       3,957.9    1,177.5     (234.4)


                           *********

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.

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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
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are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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